Terms and Conditions

1. Introduction

These Conditions govern the Participant’s participation in the Program provided by Fugro, free-of-charge, prior to its official release to selected participants in order to provide Feedback. By clicking the “I Agree” button and by accessing the Platform, the Participant shall enter into a legally binding Agreement with Fugro. If you are acting on behalf of a company or institution, the terms and conditions of this Agreement and the term “Participant” shall automatically extend to your company or institution. By accepting this Agreement, you acknowledge that you have read and understood its terms and conditions, and you agree to be bound by them.

2. Definitions

2.1. “Affiliates” means any legal entity in which a party, directly or indirectly, holds fifty percent (50%) or more of the shares or voting rights or controls or is under common control with that legal entity. “Control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract or otherwise.

2.2. “Agreement” means this contract between the Participant and Fugro for the performance of the Services which is formed by these Conditions and all appendices hereto.

2.3. “Authorised Users” means those employees of the Participant who are authorised by the Participant to use and access the Platform under the rights granted to the Participant pursuant to this Agreement.

2.4. “Business Day” means a day (not being a Saturday or Sunday) on which banks are open for general banking business in the country or state (if applicable) where Fugro is domiciled.

2.5. “Conditions” means the terms and conditions herein.

2.6. “Confidential Information” means all confidential information (however recorded or preserved) disclosed by Fugro or its Affiliates (as defined below) to the Participant and their Affiliates whether on or after the date of this Agreement in connection with the Program and the Services, including but not limited to:

1. any information that would be regarded as confidential by a reasonable business person relating to:
   • the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
   • the operations, processes, product information, know-how, designs, trade secrets or software of Fugro;
2. any information developed Fugro and their Affiliates in the course of carrying out this Agreement and the Parties agree that:
3. details of the Services, and the results of any performance tests of the Services, shall constitute Fugro’s Confidential Information; and
4. the Participant Content shall constitute the Participant’s Confidential Information.

2.7. “Force Majeure” includes (but not be limited to) events that are reasonably outside of the control of the party seeking to rely on the Force Majeure, such as any severe weather, earthquake, fire, epidemic, pandemic, acts of terrorism, biological warfare, outbreak of military or civil hostilities, explosions, strikes, sabotage, governmental interference or decree, interruption of service due to telecom carriers, internet service provider issues, power supply issues, or other technology issues.

2.8. “Fugro” means Fugro Middle East FZE, and on behalf of its Affiliates who have (directly or indirectly) an interest in the Services.

2.9. “Fugro Indemnitees” means Fugro, its parent and its Affiliated companies, and its and their directors, officers, agents, employees, and their successors, heirs, and representatives.

2.10. “Fugro IP” means, as between Fugro and the Participant, the Services, and any and all Intellectual Property, including without limitation trade secrets; products, processes, methodologies and techniques and any improvements thereof; patents, patent applications, technical inventions; know-how; ideas; concepts; source code; executable code, files, or programs; software (including the Software); algorithms; plus any other forms of intellectual property rights to the extend embodied or included in, incorporated into, related to, or ancillary to the Software, the Services, the Platform (as defined herein below) or otherwise any IP owned by Fugro or its Affiliates and provided to the Participant or any Authorized User in connection with the foregoing whether currently existing or to be created or further developed in the future. For the avoidance of doubt, Fugro IP includes any information, data, or other content derived from Fugro's monitoring of the Participant’s access to or use of the Services and/or the Platform. For the avoidance of doubt, Fugro IP does not include the Participant Content.

2.11. “Intellectual Property” means any patents, patent applications, technical inventions, copyrights, trademarks, trade names, domain names, works of authorship and moral rights, design rights, inventions (whether or not disclosed), topography rights, database rights, rights in respect of unpatented technical information that is not in the public domain, i.e. know-how, trade secrets and software, in each case whether registered or unregistered or capable or not of registration, together with any applications for registration of the same and renewals, extensions and reversions of any of the foregoing, along with all and any rights of a similar or analogous nature anywhere in the world, whether under national or international law.

2.12. “Participant” means the person or entity contracting with Fugro for participation in the Program, and on behalf its Affiliates who have used the Services.

2.13. “Participant Content” means all data and materials uploaded by the Participant and/or on behalf of the Participant on the Platform for use in connection with the Services, including, without limitation, the Participant geotechnical reports all to be provided in digital form.

2.14. “Party” means either party to the Agreement, that being either the Participant or Fugro and “Parties” means both parties to the Agreement.

2.15. “Platform” means cloud-hosted digital service, that facilitate interaction between Authorised Users and the services and/or content that is web-based. The content of the digital service is for streamlining the process of managing multiple geotechnical data and visualising new data and utilising engineering tools for insights hosted in the Website.

2.16. “Program” means the pre-launch of the Platform, which offers free-of-charge Services to Participants in order to provide Feedback to Fugro.

2.17. “Services” means (a) access to the Website notified to the Participant by Fugro from time to time, and (b) access to the Platform. Fugro will provide the Participant with the necessary website link to access the Platform. However, it is the Participant’s sole responsibility to ensure that their IT infrastructure and network environment allow access to the provided Website link. This includes, but is not limited to, configuring any firewalls, security settings, or network permissions that may be necessary to enable uninterrupted access to the platform. Fugro’s responsibility concludes upon providing the Website link, and any challenges arising from the Participant’s IT environment that hinder platform accessibility will be the Participant’s responsibility to address.

2.18. “Website” means gdi.fugro.com.

2.19. “Software” means the version of any software which Fugro has developed, including any updates, modifications, or new versions.

2.20. “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

3. Use of the Services

3.1. During the Term of this Agreement, Fugro will, free-of-charge, provide the Services to the Participant in accordance with these Conditions. During the Term of this Agreement, Fugro hereby grants to the Participant, on and subject to the Conditions of this Agreement, a non-exclusive, non-transferable licence to allow Authorised Users to access the Services, provided always that the Services are meant to be utilized by geotechnical engineers and be supervised by qualified geotechnical engineers.

3.2. The Participant and Authorised Users may access, use and store the Participant Content in the Platform in accordance with the terms of this Agreement.

3.3. The Participant shall not store, distribute or transmit through the Platform any Virus.

3.4. The rights provided under this clause are granted to the Participant only, and shall not be considered granted to any subsidiary or holding company of the Participant unless expressly agreed by Fugro.

3.5. Fugro may contract with a third party to provide cloud space. The Participant Content and any data generated during the Program will be stored on a third-party cloud service platform chosen by Fugro. The Participant acknowledges and agrees to transfer and store the Participant Content and any data generated during the Program on such third-party cloud service platform. Third-party technology that may be appropriate or necessary for use with some Fugro programs or incorporated into the Fugro IP shall be governed by the terms of the applicable third-party technology license agreement entered into between Fugro, the third-party, or any of its or their respective subcontractors. The Participant’s right to use such third-party technology shall be governed by such technology license agreement, which may be attached to this Agreement. Fugro shall use reasonable endeavours to ensure the third party has a cybersecurity policy in place. The Participant agrees that Fugro shall not be responsible for any damage, loss, destruction, alteration or disclosure of the Participant Content whatsoever caused. The Participant is advised not to upload any critical information on the Platform.

3.7. Save as otherwise expressly stated in these Conditions, Fugro shall have no liability for any claim arising from or in connection with any (a) modification of the Services not performed or authorized in writing by Fugro, and/or (b) use of the Services and/or the Platform by any party, including the Participant, and for any purpose whatsoever. The Participant shall protect, defend, indemnify, and hold harmless the Fugro Indemnitees from and against any and all liability, claims, damages, compensation, lawsuits, actions, and expenses (including attorneys’ fees and costs of court) arising out of, connected with, or related to the Participant’s use, misuse, or non-use of any product, whether interim or final, of the Services.

4. Fugro’s Obligations

4.1. Fugro will perform the Services with reasonable skill and care and free-of-charge.

4.2. The Participant acknowledges and agrees that this Agreement is a services agreement and Fugro will not be delivering to the Participant, and the Participant shall have no right to and shall not receive, copies of the Software as part of the Services.

4.3. The rights provided under this Clause 4 are granted to the Participant only, and shall not be considered granted to any Affiliate, subsidiary or holding company of the Participant or any of the Participant’s contractors.

4.4. This being a pre-launch Program, the Participant acknowledges that the Platform is under development and not ready for commercial or operational use.

4.5. Fugro shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Participant acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5. Participant’s Obligations

• use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Fugro;
• provide Fugro with all relevant details of Authorised Users, as required by Fugro, in order to enable Fugro to create Authorised User accounts (1 account per Authorised User). The number of devices from which each Authorised User will be able log-in in order to access the Services shall be limited to 1 device per time per Authorised User account. The Participant shall maintain an accurate record of all Authorised Users, and shall provide such record to Fugro as reasonably requested from time to time;
• without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
• be responsible and liable for all uses of the Services and the Platform resulting from access provided by the Participant, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement, and be responsible for any Authorised User's breach of this Agreement;
• make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions;
• ensure that the Authorised Users use the Services and the Platform in accordance with the terms and conditions of this Agreement and keep confidential a secure password for their use of and access to the Platform;
• notify Fugro immediately of any unauthorized use of any password or user identification (ID) or any other known or suspected breach of security; and
• be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining, and securing its network connections and telecommunications links from its systems to Fugro's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Participant’s network connections or telecommunications links or caused by the internet.

6. Participant Content

6.1. The Participant and any Authorised User may upload the Participant Content on the Platform. The Participant Content to be uploaded may be in any of the following forms: PDF, CSV, AGS, or Microsoft Word. Any data provided in a form different from the one stipulated above will not be supported.

6.2. The Participant understands and agrees that Fugro will not be responsible for any errors, omissions or inaccuracies in any Participant Content or information uploaded by the Participant and the Authorised Users onto the Platform.

6.3. The Participant shall own all rights, title and interest in and to all Participant Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Participant Content.

• include anything that actually or potentially infringes or misappropriates the patents, copyrights, trade secrets, trademark or other intellectual property right of any third-party;
• contain anything that is obscene, defamatory, harassing, offensive, malicious, unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination-based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities; or
• contain malware of any form such as but not limited to viruses, any code or other item that may facilitate unexpected or unapproved access, lack of access, or outages to, or other interruption of or disruption to the Platform machinery, equipment, other software or other programs, or their components, or data on same, including, but not limited to Viruses.

6.5. Fugro reserves the right, without liability or prejudice to its other rights to the Participant, to disable the Participant’s access to any material that breaches the provisions of this Clause.

6.6. Fugro shall have no liability for any claim based on the Participant Content. If a third party makes a claim against Fugro that the Participant Content, or any use of the Participant Content in accordance with this Agreement, infringes any patent, copyright or trademark, or misappropriates any Intellectual Property rights including but not limited to trade secrets, or if the disclosure of any of the Participant Content by the Participant violates any law, the Participant shall protect, defend, indemnify, and hold harmless the Fugro Indemnitees against such claim at the Participant’s expense and the Participant shall pay all losses, damages, and expenses (including reasonable attorneys’ fees) awarded against such parties or agreed to in a written settlement agreement signed by the Participant, to the extent arising from the claim.

7. Participant Restrictions

• copy or republish the Services, Platform or Software;
• make the Services available to any person other than the Authorized Users;
• use or access the Services to provide service bureau, time-sharing or other computer hosting services to third parties;
• modify or create derivative works based upon the Services;
• remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the Services;
• reverse engineer, decompile, disassemble, decode, adapt or otherwise attempt to derive or gain access to any component of the Service, including without limitation the source code of the Software used to provide the Services; or
• access the Services or use the Software in order to build a similar product or competitive product.

• except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement:
  • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
  • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
• access all or any part of the Services in order to build a product or service which competes with the Services;
• use the Services to provide services to third parties;
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users;
• attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Agreement; or
• introduce or permit the introduction of any Virus into Fugro’s network and information systems.

7.3. Fugro reserves the right, without liability or prejudice to its other rights to the Participant, to disable the Participant’s and the Authorised Users’ access to any material that breaches the provisions of this Clause.

8. Taxes

8.1. Fugro shall have no liability to pay any income or other taxes to which the Participant becomes liable anywhere in the world and the Participant shall indemnify Fugro in full on demand against any claim for payment of any such tax.

9. Warranty

• planned maintenance carried out during the maintenance window; and
• unscheduled maintenance performed outside Normal Business Hours, provided that Fugro has used reasonable endeavours to give the Participant at least [6] Normal Business Days’ notice in advance.

• The uptime or availability of the Services;
• That the Participant’s use of the Services and/or the Platform will be uninterrupted or error-free;
• That the information obtained by the Participant through the Services will meet the Participant’s requirements;
• That the Platform, Software and/or Services will be free from Viruses;
• That the Platform, Software and/or Services will comply with any heightened cybersecurity requirements.
• That the Services are complete and accurate. The information and insights provided through the Platform are not finalized products, and therefore, Fugro makes no warranty that such information and insights shall be suitable for any purpose intended by the Participant, including any use thereof by the Participant for its projects. Fugro does not accept any legal liability or responsibility for (a) the completeness or the accuracy of such information or insights derived from the Services, and/or (b) any loss or damage suffered by the Participant arising directly or indirectly in connection with reliance on or use of such Services, information or insights.

9.3. All conditions and warranties, express or implied, whether arising under statute or law, including, but not limited to, conditions and warranties as to merchantability, satisfactory quality and fitness for purpose, are hereby excluded to the fullest extent possible.

9.4. The Participant acknowledges that Fugro does not control the transfer of data over communications facilities, including the Internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities, including without limitation power surges, outages, or other unavailability of power or disruption in transmission or corruption in the data being transferred.

9.5. To the furthest extent permitted by law, the Participant shall indemnify, defend and hold harmless Fugro Indemnitees from any and all costs and expenses related to claims and causes of action to the extent such claims and causes arising from the Participant’s use of the Platform and/or Services provided under this paragraph.

10. Intellectual Property

10.1. As between Fugro and the Participant, the Participant owns all rights, title, and interest, including all Intellectual Property Rights, in and to the Participant Content except as expressly provided for in this Agreement. The Participant hereby grants to Fugro a non-exclusive, transferable, royalty-free, worldwide license to copy, store, configure, perform, transmit, reproduce, distribute, and otherwise use the Participant Content and perform all acts with respect to the Participant Content as may be necessary for Fugro to provide the Services to the Participant.

10.2. As between the Participant and Fugro, Fugro owns all right, title, and interest, including all Intellectual Property Rights, in and to the Fugro IP and, with respect to any third-party products, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the third-party products, including without limitation all software, source code, executable code, files, programs, or algorithms, whether currently existing or to be created or further developed in the future. Fugro reserves all rights not expressly granted to the Participant in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Participant or any third-party any Intellectual Property rights or other right, title, or interest in or to the Fugro IP.

10.3. Subject to the limited licenses granted herein, as between Fugro and the Participant, Fugro shall own all right, title and interest (including the right to use, copy or modify) in and to the Software and the Services provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein and all other Fugro IP of whatever nature, and this Agreement does not grant the Participant any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of such Software and Services provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein and all other Fugro IP of whatever nature. The Participant agrees to and does assign all right, title and interest it may have in the foregoing to Fugro or its or their subcontractors, assignees, or licensors, as the case may be.

10.4. The Participant is expected to provide feedback on their experience using the Platform, including performance data and usability assessment. Where the Participant or any of its employees or contractors sends or transmits any communications or materials to Fugro by any means or method whatsoever, including without limitation in person, mail, courier, email, text, telephone, whether orally or otherwise, suggesting or recommending changes to the Platform, the Website or any operation of the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Fugro is free to use such Feedback without regard to any other obligation or limitation between the Parties governing such Feedback. The Participant hereby assigns to Fugro on the Participant’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and if such is unobtainable or prohibited by law then a royalty-free, worldwide, irrevocable, perpetual license, and Fugro is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, and without notice or obligation or liability to the Participant. In any event, Fugro shall not be required to use any Feedback.

11. Confidentiality

The receiving Party shall use the same degree of care that it uses to protect its own Confidential Information, but in any event not less than reasonable care, to prevent the disclosure of, and to protect, the Confidential Information of the disclosing Party. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

11.3. Upon the expiration or termination of this Agreement, Fugro may destroy all the Participant Content and Confidential Information. Notwithstanding the foregoing to the extent that the receiving Party’s computer or other electronic or digital back-up procedures create copies of the Confidential Information, Fugro may retain such copies in its archival or back-up storage for the period Fugro normally archives such backed-up records, and these copies are subject to these provisions until they are permanently destroyed, written over, or erased.

11.4. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes Software, source code, executable code, files, or programs, or algorithms, or a trade secret (as determined under applicable law), such obligations of non-disclosure shall survive the termination or expiration of this Agreement perpetually in the case of Software, source code, executable code, files, or programs, or algorithms, and for as long as a trade secret remains subject to trade secret protection under applicable law.

12. Publicity

12.1. Fugro may include the Participant’s name, logo and Feedback in its promotional materials, client lists, and website. Upon execution of this Agreement, Fugro may issue a high-level press release announcing the relationship and the manner in which the Participant will use the Fugro solution. Fugro shall coordinate its efforts with appropriate communications personnel in the Participant’s organization to secure approval of the press release if necessary.

13. Data And Security

13.1. The Participant hereby acknowledges and agrees that Fugro’s performance of this Agreement may require Fugro to process, transmit and/or store the Participant Personal Data or the Personal Data of the Participant or its Affiliate’s employees (collectively, “the Participant Personal Data”). As used herein, “Personal Data” means any information relating to an identified or identifiable individual. By transmitting Personal Data to Fugro, the Participant agrees that Fugro and its Affiliates may process, transmit and/or store Personal Data, but only to the extent necessary for, and for the sole purpose of, enabling Fugro to perform its obligations to under this Agreement. In relation to all Personal Data provided by or through the Participant to Fugro, the Participant shall be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. The Participant shall obtain all necessary consents and make all necessary disclosures before including Personal Data in the Participant Content and using the Services. The Participant confirms that the Participant is, and shall be, solely responsible for any Personal Data that may be contained in the Participant Content, including any information which Fugro shares with third parties on the Participant’s behalf. The Participant is, and shall be, solely responsible for determining the purposes and means of processing Participant Personal Data by Fugro under this Agreement, including that such processing according to the Participant’s instructions will not place Fugro in breach of applicable data protection laws. Prior to processing, the Participant will inform Fugro about any special categories of data contained within the Participant Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross- border transfer restrictions. The Participant shall be responsible for ensuring that the Services meet such restrictions or special requirements. The Participant shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of all the Participant provided Personal Data, and, as between Fugro and the Participant, the Participant shall retain ownership of all of the Participant Personal Data.

13.2. The foregoing notwithstanding, in performing the Services, Fugro will comply with the Fugro Privacy Policy, which is available at https://www.fugro.com/privacy-notice and incorporated herein by reference. The Fugro Privacy Policy is subject to change at Fugro's discretion; however, Fugro policy changes will not result in a material reduction in the level of protection provided for the Participant Personal Data during the period for which fees for the Services have been paid. If the Participant transmits or otherwise provides the Participant Personal Data to Fugro, Fugro will only process such the Participant Personal Data in a manner that is reasonably necessary to provide Services and only for that purpose. The Participant agrees to provide any notices and obtain any consents related to Fugro’s use of any Participant Personal Data for providing the Services, including those related to the collection, use, processing, transfer and disclosure of personal information.

14. Term

14.1. The Term of this Agreement shall begin on the Effective Date and continue until 18th September 2024 at 23:59 p.m. GST, unless earlier terminated by either Party as outlined in Clause 15.

15. Suspension And Termination

15.1. Either Party may at any time terminate this Agreement without cause upon serving a written notice to the other Party.

15.2. Either Party may at any time terminate the Agreement with immediate effect if the other Party is in breach of any applicable laws or regulations.

• Fugro reasonably concludes that:
  • There is a threat or attack on any of the Fugro IP;
  • The Participant’s or any Authorized User’s, or other users use of the Fugro IP disrupts or poses a security risk to the Fugro IP or to any other customer or vendor of Fugro;
  • The Participant, or any Authorized User, is using the Fugro IP for fraudulent or illegal activities;
  • Any Authorized User, or any other user has allowed any person other than such user to access the Services through use of such user's sign-on or other login and/or password;
  • Subject to applicable law, the Participant has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
  • Fugro’s provision of the Services to the Participant or any Authorized User is prohibited by applicable law;
• Any vendor of Fugro has suspended or terminated Fugro’s access to or use of any third-party services or products required to enable the Participant to access the Services.

15.4. Fugro shall not be liable to the Participant or to any third-party claiming by or through the Participant, including without limitation any Authorized Users, for any liabilities, claims, or expenses arising from or relating to any suspension and/or termination of the Services in accordance with this Clause 15.

16. Limitations Of Liability

16.1. Fugro accepts no liability whatsoever in respect of any claim or claims arising from the use by the Participant of the Platform and/or the Services.

• The Participant assumes sole responsibility for results obtained from the use of the Platform and/or the Services by the Participant, and for conclusions drawn from such use. Fugro shall have no liability for any damage caused by errors or omissions in any information, data, instructions or scripts provided to the Participant in connection with the Services or any actions taken by Fugro at the Participant’s direction;
• All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or law are, to the fullest extent permitted by applicable law, excluded from this Agreement.

• loss of profits and/or anticipated profit, loss of business, depletion of goodwill, loss or corruption of data, loss of use, loss of productivity, loss of contract, loss of revenue and/or other analogous losses, whether direct or indirect, and/or
• special, indirect or consequential loss, costs, damages, charges or expenses, howsoever arising under this Agreement.

16.4. This being a pre-launch Agreement whereby the Services are provided to the Participant free-of-charge, the Participant agrees to completely and fully release Fugro from any and all liability, claim, damage or loss, incurred by the Participant arising from or in relation to the Services, whatsoever caused.

17. Severability

17.1. If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force and effect.

18. Entire Agreement

18.1. This Agreement contains the entire agreement of the Parties and supersedes all previous oral and written communications by the Parties, concerning the subject matter of this Agreement.

18.2. This Agreement may be amended solely in a writing signed by both Parties.

19. Survival

19.1. The Parties agree that those provisions that by their nature are intended to survive the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement notwithstanding the cause of termination of this Agreement.

20. Compliance with Laws

20.1. The Parties shall comply with all applicable local, state, national and foreign laws, including but not limited to any applicable anti-bribery laws, anti-corruption laws, sanctions, export laws and regulations, and data privacy laws.

20.2. The Parties agree that neither Party shall have any obligation nor any liability to undertake any work or provide any services under this Agreement which may, at any time, put either party in breach of any existing or newly introduced UN, EU, UK or US embargoes, sanctions or export control regulations, or any other local law restriction or requirement in a jurisdiction in which the parties undertake work or provide services (together “Sanction Limitations”). In the event that, one Party, in its sole discretion, determines that, it is unable to commence work or any part of it or provide services, on the account of Sanctions Limitation, including goodwill harm caused by such Sanctions Limitations, that party may cease work or cease to provide services immediately and without any liability to the either Party.

21. Force Majeure

21.1. Neither Party shall be in breach of this this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from Force Majeure.

22. Assignment

22.1. Neither Party may assign this Agreement or any right under this Agreement, without the consent of the other Party, which consent shall not be unreasonably withheld or delayed.

23. Notices

23.1. Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified mail, (b) when transmitted if sent by email, or (c) when delivered if delivered personally or sent by a nationally or internationally (as the case may be) recognized courier service. All notices shall be sent to the other Party at the address set forth on the first page of this Agreement, or as otherwise provided in writing in advance to the other Party.

24. Governing Law

24.1. 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 interpreted in accordance with the laws of the Netherlands.

25. Jurisdiction

25.1. All disputes, claims, controversies, and disagreements arising in connection with the Agreement shall be settled in the Court of Amsterdam.