1.1 Site Availability.

CRA, either directly or through third parties retained by CRA, will provide User with access to the Site, through which User will be able to use the Services and access the Software. Users will have no right to use the Services or to access the Software other than through the Site. In order to access the Site, Users, at their sole expense, must have access to the World Wide Web and must use equipment, software, and telecommunications and data connections that meet the minimum requirements as specified by CRA. CRA reserves the right, in its sole and absolute discretion, to modify the minimum requirements at any time upon notice to User (electronic mail or other form of electronic communication will suffice for this purpose). User acknowledges that CRA is unable to guarantee uninterrupted or error-free access to the Site. User acknowledges and agrees that the unavailability of the Site, or User's inability to access the Site, at any given time and for any reason will not limit or affect any of User's obligations under either these Terms or any other agreement between User and CRA relating to the provision of the Services or the use of the Software.

2.1 Grant of License.

Subject to these Terms, CRA hereby grants to User, a non-exclusive, non-transferable, non-assignable, revocable license, without the right to sublicense, to access the Site. The Software may incorporate or include certain software developed and licensed to CRA by third parties, in which case CRA hereby grants to User, to the maximum extent possible, the rights that CRA is permitted to grant under the license between CRA and the applicable third party.

2.2 Reservation of Rights.

CRA reserves all rights not expressly granted to User, and no other rights and licenses are granted or will be deemed to be granted to User.

2.3 Restrictions on Use.

User represents, warrants and covenants that neither User nor its employees, subcontractors or agents will distribute, transmit, display, disclose, divulge, reveal, report, publish or transfer the Software to any third party or reproduce or create derivative works based upon the Software or any portion thereof. User further represents, warrants and covenants that User and its employees, subcontractors, and agents will not attempt to copy, reverse engineer, reverse assemble, disassemble, decompile, or otherwise attempt to discover the source code of the Software.

2.4 Ownership of Software.

User acknowledges and agrees that CRA and its licensors shall own all rights, title, and interests in and to the Software. User further acknowledges and agrees that the Software and certain aspects of the Services are protected by copyright and other laws of the United States and other countries and by international treaties.

3.1 Representations and Warranties.

Each User represents and warrants that:
(a) it has the right and authority to enter into these Terms; and
(b) these Terms constitute a valid and binding obligation of the User enforceable against the User.

3.2 Disclaimers of Warranties.

3.2.1 Site Disclaimer.

Notwithstanding any contrary provision herein, neither CRA nor its client represents or warrants that:

1. User will be able to gain access to the Site or the Software;
2. User's access to the Site or the Software will be uninterrupted or error-free; or
3. the Site will operate at maximum data transmission speeds. User acknowledges and agrees that data processing and use of the Internet and World Wide Web entail the likelihood of some human and machine errors, omissions, and delays and losses, and User confirms that User will adopt reasonable measures to limit its exposure to such potential losses.

3.2.2 Disclaimer of Warranties.

CRA HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND CONCERNING THE SOFTWARE, SITE, SERVICES, AND THE LICENSES GRANTED HEREUNDER (WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY CUSTOM OR TRADE USAGE), INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, DESIGN, AND FITNESS FOR A PARTICULAR PURPOSE.

User agrees to fully indemnify, defend, and hold CRA and its corporate affiliates, employees, directors, officers, and agents, harmless from and against all liability, damages, costs and expenses (including reasonable attorneys' fees) arising from or out of User's use of the Site, or User's breach of these Terms.

NEITHER CRA NOR ITS EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS ACCEPTS ANY LIABILITY IN CONNECTION WITH THE SITE OR THE SERVICES, REGARDLESS OF THE LEGAL CAUSE. USERS ARE CAUTIONED TO USE THE SITE AND RECEIVE THE SERVICES AT THEIR OWN RISK. THE FOREGOING EXCLUSION OF LIABILITY SHALL NOT APPLY IN RESPECT OF ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.

6.1 Force Majeure.

CRA will not be liable for any failure of, or delay in performance directly or indirectly caused by: (a) the acts or omissions of User, its agents, employees, or subcontractors; (b) causes beyond the reasonable control of CRA, including, but not limited to, acts of God, acts of the public enemy, acts of the United States, any state or territory of the United States, or any political subdivision of the foregoing or the District of Columbia; or (c) fire, floods, epidemics, quarantine restrictions, strikes, civil commotions, freight embargoes, or any unusually severe weather conditions.

6.2 Injunctive Relief.

Each User agrees that CRA will suffer irreparable harm in the event of any breach of the provisions of Section 2.3 and that monetary damages will be inadequate to compensate for such breach. Each User agrees that, in the event of any breach or threatened breach by it of any of the provisions of Section 2.3, CRA will be entitled to a temporary restraining order, preliminary injunction and permanent injunction in order to prevent or restrain any such breach or threatened breach. This right is in addition to and not in limitation of any other rights, remedies, or damages available to CRA at law or in equity.

6.3 Sanctions.

As a U.S.-based company, CRA is required to comply with certain rules and regulations promulgated by the U.S. Federal Government, some of which operate to restrict which organizations, businesses, and individuals we are able to do business with. These regulations include, but are not limited to, country-level sanctions as well as sanctions that are directed at specifically named individuals and entities. CRA does not permit users from OFAC sanctioned countries, or individuals or entities named on the U.S. Department of the Treasury’s Specially Designated Nationals List (“SDN List”), to use the Site. By your use of the Site you represent and warrant that neither you nor the entity you are representing, if any, is:

1. domiciled in an OFAC sanctioned country;
2. named on the SDN List; or
3. The subject of any sanctions or similar actions imposed by the U.S. Federal Government. More information on these sanctions and restrictions is available at the following sites:

http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx
http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx

6.4 Choice of Law.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

6.5 Survival.

In addition to such other provisions which by their nature are intended to survive the expiration or termination of these Terms, the provisions of Sections 2.2, 2.3, 2.4, 4, and 5 will survive any expiration or termination of these Terms.

6.6 Severability.

If any provision of these Terms is held to be invalid or unenforceable, in whole or in part, under applicable law, such provision will be enforced to the maximum extent permitted, and the other provisions hereof will be unaffected and will remain in full force and effect.