Consulting Service Agreement

Last Updated: 10.12.22

This Consulting Service Agreement is a contract between you (the “Customer”) and us, Nordic Real Estate Services, LLC (the “Company”), for your use of Nordic Real Estate Services consulting services (the “Services”).

THIS IS A LEGAL AGREEMENT. BY CLICKING ON THE “I AGREE” (OR SIMILAR) BUTTON THAT IS PRESENTED TO THE CUSTOMER AT THE TIME OF CUSTOMER’S PURCHASE, SUBSCRIPTION, DOWNLOADING, INSTALLING, COPYING, SAVING ON CUSTOMER’S COMPUTER, OR OTHERWISE USING NORDIC REAL ESTATE SERVICES SOFTWARE, SERVICES OR PRODUCTS, CUSTOMER IS BECOMING A PARTY TO THIS AGREEMENT AND CUSTOMER IS CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH BELOW.


Please read this agreement carefully. It contains important terms that affect you and your use of the Service. By using the Service, you agree to be bound by the terms of this agreement. If you do not agree to these terms, do not use the Service.

Note: In case the terms of this Agreement are in conflict with the terms of any agreement individually negotiated and agreed between Nordic Real Estate Services and Customer that covers the Service, that agreement supersedes this agreement. This Consulting Service Agreement will continue to remain in effect and be a part of any and all signed and/or agreed upon Consulting Service between the parties.

I. PARTIES

I.1. “Nordic Real Estate Services”, “NRES”, “Nordic Parties”, “Provider”, “Company”, or “We” means Nordic Real Estate Services, LLC, a software, and services company organized and operated under the laws of the state of Colorado.

I.2. “Customer” means the individual, sole proprietor or legal entity specified in the Purchase Confirmation. For legal entities, “Customer” includes any entity which controls, is controlled by, or is under common control with Customer. For purposes of this definition, “Control” means.

1. The power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or

2. ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.

II. SERVICES

No service will be provided, warranted, or promised until both parties have signed or mutually agree upon Consulting Service. This Consulting Service Agreement will be part of any agreement of services by both parties. Any and all future agreements of services by both parties will be bound by this Consulting Service Agreement.

III. OWNERSHIP OF INTELLECTUAL PROPERTY

III.1. Customer acknowledges that all rights, title, and interest in and to the Services and the Software, together with its codes, sequences, derivative works, organization, structure, interfaces, any documentation, data, trade names, trademarks, or other related materials (collectively, the “Provider IP”), is, and will always remain, the sole and exclusive property of Nordic Real Estate Services. The Provider IP contains trade secrets and proprietary information owned by the Provider and is protected by United States copyright laws (and other laws relating to intellectual property). Except the right to use the Services, as expressly provided herein, this Agreement does not grant to Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Services or the Software.

III.2. Customer shall not attempt or allow, directly or indirectly, any Authorized User or other third party to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Services and/or Software in any form or media or by any means.

III.3. The provisions of this Section shall survive termination of this Agreement.

IV. DATA PRIVACY & PROTECTION

All Information, data, emails, & any other form of communication between Customer and Nordic Real Estate Services shall be treated as confidential between the parties. Both parties shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of any and all Protected Information.

V. CUSTOMER CONFIDENTIALITY REQUIREMENT

V.1. In addition to, and in no way limiting the requirements relating to the Provider’s IP as set forth in Section III of this Agreement, Customer shall use its reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) to protect all proprietary, confidential, and/or non-public information pertaining to or in any way connected to the Software, the Services, the Provider’s financial, professional and/or other business affairs, and this Agreement (the “Confidential Information”).

V.2. Customer shall not disclose or publicize the Confidential Information without the Provider’s prior written consent.

V.3. Customer shall use their reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) not to disclose and not to use the Confidential Information for their own benefit or for the benefit of any other person, third-party, firm or corporation in a manner inconsistent with the purpose of this Agreement.
V.4. The terms of confidentiality and non-disclosure contained herein shall expire five (5) years from the date of the termination of this Agreement.

V.5. The restrictions on disclosure shall not apply to information which was:

• Generally available to the public at the time of disclosure, or later available to the public other than through fault of the Customer;
• Already known to the Customer prior to disclosure pursuant to this Agreement;
• Obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others; or
• Required by law or court order to be disclosed.


VI. LIMITED WARRANTY

Nordic Real Estate Services warrants that it has the power and authority to grant the services granted to Customer. EXCEPT FOR THE WARRANTY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABLITY, ACCURACY, COMPLETEDNESS OR FITNESS FOR A PARTICULAR PURPOSE.

VII. LIMITATION OF REMEDY AND LIABILITY

VII.1. Customer represents that they accept sole and complete responsibility for:

• The selection of the Services to achieve Customer’s intended results;
• Use of the Services;
• The results obtained from Services; and
• The terms of any contracts between Customer and Authorized Users.

VII.1. Nordic Real Estate Services does not warrant that the Customer’s use of the Services will be error-free. Customer shall not assert any claims against Provider based upon theories of negligence, gross negligence, strict liability, fraud, or misrepresentation, and Customer shall defend Provider from any demand or claim, and indemnify and hold Provider harmless from any and all losses, costs, expenses, or damages, including reasonable attorneys’ fees, directly or indirectly resulting from Customer’s use of the Services, an Authorized User’s use of the Services, and/or any agreement between the Customer and an Authorize User based on or in any way related to the Services.

VII.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VII.3. In any event, under no circumstances shall Provider be liable for any loss, costs, expenses, or damages to Customer in an amount exceeding the Service fee actually paid to Provider by Customer for the services provided.


VIII. SERVICE FEES

Customer shall pay Nordic Real Estate Services a fee in the amount that customer and the provider agree upon. The agreed services and fees can be in the form of a mutually agreed email or letter.

IX. CUSTOMER DEFAULT

IX.1. Customer shall be in default of this Agreement if Customer fails to make any payment when due and fails to cure said default within five (5) days after receipt of written notice thereof from Provider.

IX.2. In the event Customer breaches or attempts to breach any of the provisions of this Agreement, Nordic Real Estate Services shall have the right, in addition to such other remedies that may be available to injunctive relief enjoining such breach or attempt to breach, Customer hereby acknowledging the inadequacy of any remedy at law.

X. MARKETING

Customer agrees to be identified as a customer of Nordic Real Estate Services and that Nordic Real Estate Services may refer to Customer by name, trade name and trademark, if applicable, and may briefly describe Customer’s business in Nordic Real Estate Services marketing materials, on the Nordic Real Estate Services website, in public or legal documents. Customer hereby grants Nordic Real Estate Services a license to use Customer’s name and any of Customer’s trade names and trademarks solely pursuant to this marketing section.

XI. MISCELLANEOUS

XI.2. Reservation of Rights. NRES reserves the right at any time to cease the support of NRES Products and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability, or other characteristics of NRES Products.

XI.3. Changes to this Agreement. We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces Customer’s rights, we will use reasonable efforts to notify the Customer (by, for example, sending an email to the billing or technical contact provided by Customer to us, posted on our website or blog, through NRES Account, or via the Product itself). If we modify the Agreement, the modified version of the Agreement will be effective immediately. In this case, if Customer objects to the updated Agreement terms, as Customer’s exclusive remedy, Customer may discontinue use of our services.

XI.4. Opportunity to Review. Customer hereby declares that the Customer has had sufficient opportunity to review this Agreement, understand the content of all of its clauses, negotiate its terms, and seek independent professional legal advice in that respect before entering into it. Consequently, any statutory “form contracts” (“adhesion contracts”) regulations shall not be applicable to this Agreement.

XI.5. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

XI.6. Headings. Headings and titles are for convenience only and do not affect the interpretation of this Agreement.

XI.7. No Waiver. Our failure to enforce or exercise any of this Agreement is not a waiver of that section.

XI.8. Notice. Nordic Real Estate Services may deliver any notice to Customer via electronic mail to an email address provided by the Customer, NRES Account, registered mail, personal delivery, or renowned express courier (such as DHL, FedEx or UPS). Any such notice will be deemed to be effective;

• On the day the notice is sent to Customer via email,
• Upon being uploaded to NRES Account (irrespective of when Customer actually receives it),
• Upon personal delivery,
• One (1) day after deposit by express courier,
• Or five (5) days after deposit in the mail, whichever occurs first.

XI.9. Governing Law. This Agreement will be governed by the laws of the state of Colorado withing the United States of America, without reference to conflict of laws principles. Customer agrees that any litigation relating to this Agreement may only be brought in, and will be subject to the jurisdiction of, any relevant competent court of the state of Colorado. The parties irrevocably agree and consent that said forum is convenient and has jurisdiction to hear and decide any such action.

XI.10. Compliance with Laws. Customer shall use the Services in accordance with any and all applicable local, state, and federal laws.

XI.11. Assignment. Customer shall not assign or transfer this Agreement.

XI.12. No Partnership or Agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties or authorize either party to act as an agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.

XI.13. Force Majeure. Provider will not be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the Provider’s reasonable control, including but not limited to fire, flood, storm, act of God, war, malicious damage, failure of a utility service or transport or telecommunications network.

XI.14 Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes any and all prior or contemporaneous understandings or agreements whether written or oral. No amendment or modification of this Agreement will be binding unless reduced to a writing signed by duly authorized representatives of the parties and such writing makes specific reference to this Agreement and its intention as an amendment hereto.

BY CLICKING “I AGREE” AND/OR BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTOOD IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT SHALL BE SUPERIOR TO AND SUPERCEDE ANY CONFLICTING OR INCONSISTENT TERMS CONTAINED IN ANY PURCHASE ORDERS, OTHER DOCUMENTS PROVIDED TO THE COMPANY BY YOU, OTHER DOCUMENTS PROVIDED TO YOU BY THE COMPANY, OR AGREEMENTS PREVIOUSLY ENTERED INTO BY THE PARTIES. IF YOU DO NOT AGREE TO THE TERM OF THIS AGREEMENT, DO NOT USE OUR SERVICES, AND/OR THE DATA, AND EXIT NOW.