License Agreement

This License Agreement (the "Agreement") is a legal contract between you (the "Customer") and Nordic Real Estate Services, LLC (the "Company"), for your use of the Compass software platform (the "Service").

BY CLICKING "I AGREE" (OR A SIMILAR BUTTON) PRESENTED AT THE TIME OF PURCHASE, SUBSCRIPTION, OR REGISTRATION, OR BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SERVICE, CUSTOMER AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MUST NOT USE THE SERVICE.

This Agreement should be read in conjunction with the Company's Terms of Use and Privacy Policy. In the event of a conflict between this Agreement and any separately negotiated agreement between the Company and Customer covering the Service, the separately negotiated agreement shall control.

Parties
Definitions
Term and Renewal
Ownership of Intellectual Property
Grant of License
Customer Data Ownership
Maintenance and Support
Data Protection and Security
Limited Warranty
Limitation of Liability
Data Portability and Deletion
Termination
Subscription Fees and Payment
Confidentiality
Feedback
Export Regulations
Third-Party Software
Marketing
General Provisions

1. PARTIES

1.1. "Nordic Real Estate Services," "NRES," "Company," "Provider," or "We" means Nordic Real Estate Services, LLC, a limited liability company organized and operating under the laws of the State of Colorado, United States.

1.2. "Compass HoldCo" means Compass HoldCo LLC, a limited liability company organized under the laws of the State of Colorado, which owns all intellectual property rights in and to the Service and Software and has authorized the Company to sublicense the Service to Customers under the terms of this Agreement.

1.3. "Customer" or "You" means the individual, sole proprietor, or legal entity identified in the Subscription Confirmation. For legal entities, "Customer" includes any entity that Controls, is Controlled by, or is under common Control with Customer.

1.4. "Control" means (a) the power, direct or indirect, to cause the direction or management of an entity, whether by contract or otherwise; or (b) ownership of fifty percent (50%) or more of the outstanding voting shares or beneficial ownership interests of such entity.

2. DEFINITIONS

2.1. "Agreement" means this License Agreement, including any amendments or modifications made in accordance with Section 19.3.

2.2. "Authorized User" means the individual Customer, or any employee, independent contractor, or other temporary worker authorized by Customer to use the Service while performing duties within the scope of their employment or engagement with Customer.

2.3. "Bug Fix Update" means a software update or release specifically identified by the Company as a bug fix for a particular Product Version.

2.4. "Confidential Information" has the meaning set forth in Section 14.1.

2.5. "Customer Data" means all data, information, files, documents, and other content that Customer or any Authorized User enters, uploads, stores, or processes through the Service, including but not limited to property data, financial analyses, tenant information, and calculation results.

2.6. "Device" means a computer, tablet, smartphone, or other electronic device used by an Authorized User to access and use the Service.

2.7. "Effective Date" means the date on which Customer clicks the "I Agree" (or similar) button, or first accesses or uses the Service, whichever occurs first.

2.8. "Feedback" has the meaning set forth in Section 15.1.

2.9. "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to fire, flood, storm, natural disaster, epidemic, pandemic, act of God, war, terrorism, civil unrest, malicious cyberattack, failure of a utility service or telecommunications network, governmental action, or labor dispute.

2.10. "NRES Account" means a registered account at the Company's website, created by Customer or an Authorized User, with a unique username and password, enabling user management, Subscription administration, and access to the Service.

2.11. "Product Version" means a release, update, or upgrade of the Service that is not identified by the Company as a Bug Fix Update.

2.12. "Provider IP" has the meaning set forth in Section 4.1.

2.13. "Service" means the Compass software platform, including all related software, applications, tools, APIs, documentation, and any updates, upgrades, or modifications thereto, provided by the Company under this Agreement.

2.14. "Software" means the software application(s), code, libraries, algorithms, and technical components that comprise or underlie the Service.

2.15. "Subscription Confirmation" means a written or electronic communication from the Company confirming Customer's rights to access and use the Service, including the applicable Subscription Plan, number of licensed seats, and Subscription Period.

2.16. "Subscription Fee" means the fee payable by Customer for use of the Service, as specified in the Subscription Plan.

2.17. "Subscription Period" means the duration of Customer's subscription to the Service, as specified in the Subscription Plan (monthly or annual).

2.18. "Subscription Plan" means the specific plan selected by Customer, specifying the Subscription Period, Service features and limitations, number of licensed seats, Subscription Fee, and payment schedule.

3. TERM AND RENEWAL

3.1. Term. This Agreement begins on the Effective Date and continues until terminated in accordance with Section 12 (the "Term"). The Term shall consist of successive Subscription Periods as specified in the Subscription Plan.

3.2. Auto-Renewal. The Agreement shall automatically renew for subsequent Subscription Periods of the same duration unless either party provides written notice of its election not to renew at least thirty (30) days prior to the end of the then-current Subscription Period.

3.3. Effect of Termination. Upon termination or expiration of this Agreement for any reason:

(a) All rights and licenses granted to Customer shall immediately terminate;

(b) Customer and all Authorized Users shall immediately cease using the Service;

(c) Customer shall have the rights described in Section 11 (Data Portability and Deletion) with respect to Customer Data; and

(d) Any provisions of this Agreement that by their nature should survive termination shall survive, including Sections 4 (Intellectual Property), 10 (Limitation of Liability), 14 (Confidentiality), and 15 (Feedback).

4. OWNERSHIP OF INTELLECTUAL PROPERTY

4.1. Provider IP. Customer acknowledges that all rights, title, and interest in and to the Service and the Software, including all source code, object code, algorithms, data models, calculations, formulas, organization, structure, interfaces, documentation, trade secrets, trade names, trademarks, and other related materials (collectively, the "Provider IP"), are and shall remain the sole and exclusive property of Compass HoldCo LLC. The Provider IP is protected by United States copyright laws, trade secret laws, and other applicable intellectual property laws and international treaties.

4.2. No Transfer of Ownership. Except for the limited license expressly granted in Section 5, this Agreement does not grant to Customer any rights to, or interest in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other intellectual property rights with respect to the Service, the Software, or any Provider IP.

4.3. Restrictions. Customer shall not, and shall not permit any Authorized User or third party to, directly or indirectly:

(a) Copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, or decompile the Service, the Software, or any Provider IP, in whole or in part;

(b) Attempt to derive the source code, algorithms, data models, or underlying structure of the Software;

(d) Download, transmit, or distribute all or any portion of the Service or Software in any form or medium except as expressly permitted by this Agreement.

4.4. Survival. The provisions of this Section 4 shall survive termination of this Agreement.

5. GRANT OF LICENSE

5.1. License Grant. Subject to Customer's compliance with this Agreement and payment of all applicable Subscription Fees, the Company, as authorized sublicensor of Compass HoldCo LLC, hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Service solely for Customer's internal business operations during the Subscription Period, in accordance with the Subscription Plan and this Agreement.

5.2. Per-Seat Licensing. The Service is licensed on a per-seat basis. Each licensed seat permits use by one (1) Authorized User. The same licensed seat may not be used simultaneously by more than one (1) Authorized User.

5.3. Permitted Uses. Customer and its Authorized Users may:

(a) Access and use the Service through a web browser or supported application on any number of Devices and on any operating system supported by the Service;

(b) Create and manage an NRES Account in accordance with the Subscription Plan; and

5.4. Prohibited Uses. Customer and its Authorized Users shall not:

(a) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service, or any features or functionality of the Service, to any third party;

(b) Provide access to the Service or Customer's NRES Account to any person who is not an Authorized User;

(d) Upload or distribute any files that contain viruses, malware, corrupted files, or any other software or code that may damage or impair the operation of the Service;

(e) Probe, scan, test the vulnerability of, or circumvent any security mechanisms used by the Service or any servers or networks connected to the Service;

(f) Take any action that imposes an unreasonable or disproportionately large load on the infrastructure supporting the Service;

(g) Copy, reproduce, or duplicate the Service or any portion thereof;

(h) Access or attempt to access any other customer's data through the Service;

(i) Interfere with or disrupt the integrity or performance of the Service;

(j) Use the Service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material;

(k) Use the Service in any manner that could constitute a criminal offense or give rise to civil liability; or

(l) Use the Service for any purpose other than Customer's own internal business operations.

5.5. No Ownership. The Service is licensed, not sold. The Company and Compass HoldCo LLC retain all rights, title, and interest in and to the Service, including all intellectual property rights therein. No ownership right is conveyed to Customer under this Agreement, regardless of the use of terms such as "purchase" or "sale."

5.6. Additional Terms. Customer's use of the Service shall be subject to the Company's Terms of Use and Privacy Policy, as updated from time to time.

6. CUSTOMER DATA OWNERSHIP

6.1. Customer Retains Ownership. As between the Company and Customer, Customer retains all rights, title, and interest in and to Customer Data. Nothing in this Agreement shall be construed as transferring ownership of Customer Data to the Company.

6.2. License to Customer Data. Customer grants the Company a limited, non-exclusive license to use, process, store, and display Customer Data solely for the purpose of providing and improving the Service. The Company shall not access, use, or disclose Customer Data except as necessary to provide the Service, comply with applicable law, or as otherwise authorized by Customer.

6.3. Aggregated Data. The Company may collect and use aggregated, anonymized, or de-identified data derived from Customer's use of the Service for purposes of improving the Service, conducting research, and generating industry benchmarks, provided that such data does not identify Customer or any individual Authorized User.

7. MAINTENANCE AND SUPPORT

7.1. Maintenance. The Company shall use commercially reasonable efforts to maintain the Service and provide Bug Fix Updates at no additional cost during the Subscription Period.

7.2. Updates and New Versions. Maintenance does not include major releases of new Product Versions, additional functionality, or custom development, which the Company may, at its sole discretion, provide at additional cost under a separate agreement.

7.3. Service Availability. The Company shall use commercially reasonable efforts to maintain the availability of the Service. The Company does not guarantee uninterrupted or error-free operation of the Service. Scheduled maintenance windows will be communicated to Customer with reasonable advance notice when practicable.

8. DATA PROTECTION AND SECURITY

8.1. Security Safeguards. The Company shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data against unauthorized access, use, disclosure, alteration, or destruction.

8.2. Breach Notification. In the event the Company becomes aware of any unauthorized access to or disclosure of Customer Data (a "Security Breach"), the Company shall notify Customer without undue delay and in no event later than seventy-two (72) hours after becoming aware of the Security Breach, and shall take commercially reasonable steps to contain and remediate the Security Breach.

8.3. Data Privacy. The Company shall collect, use, process, and store Customer Data and personal information only in accordance with the Company's Privacy Policy, available at the Company's website.

9. LIMITED WARRANTY

9.1. Company Warranty. The Company warrants that:

(a) It has the power and authority to enter into this Agreement and to grant the license set forth herein;

(b) Compass HoldCo LLC has authorized the Company to sublicense the Service to Customer under the terms of this Agreement; and

9.2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY AND COMPASS HOLDCO LLC DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

10. LIMITATION OF LIABILITY

10.1. Customer Responsibility. Customer acknowledges and accepts sole responsibility for:

(a) Selecting the Service to achieve Customer's intended results;

(b) Customer's and its Authorized Users' use of the Service;

(d) The terms of any contracts between Customer and its Authorized Users.

10.2. Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR COMPASS HOLDCO LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3. Cap on Liability. IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.4. Indemnification by Customer. Customer shall defend, indemnify, and hold harmless the Company and Compass HoldCo LLC, and their respective officers, directors, members, employees, and agents, from and against any and all claims, demands, losses, costs, expenses, and damages (including reasonable attorneys' fees) arising out of or related to:

(a) Customer's or any Authorized User's use of the Service;

(b) Customer's breach of this Agreement;

(d) Any dispute between Customer and its Authorized Users or any third party.

10.5. IP Indemnification by Company. The Company shall defend Customer against any third-party claim alleging that Customer's authorized use of the Service infringes a valid United States patent or copyright, and shall indemnify Customer against any damages finally awarded or settlements entered into, provided that Customer: (a) promptly notifies the Company of such claim; (b) grants the Company sole control of the defense and settlement; and (c) provides reasonable cooperation. If the Service is held to infringe, the Company may, at its option, (i) modify the Service to be non-infringing, (ii) obtain a license for Customer's continued use, or (iii) terminate Customer's subscription and refund prepaid fees for the unused portion of the Subscription Period.

11. DATA PORTABILITY AND DELETION

11.1. Data Export. During the Subscription Period and for thirty (30) days following termination or expiration of this Agreement (the "Export Period"), Customer may export Customer Data from the Service in a standard, machine-readable format through the Service's export functionality.

11.2. Data Retention After Termination. Following the Export Period, the Company shall delete or anonymize all Customer Data within ninety (90) days, except as required by applicable law or as necessary to resolve disputes or enforce the Company's rights under this Agreement.

11.3. Backup Responsibility. Customer is solely responsible for maintaining independent backups of Customer Data. The Company shall not be liable for any loss of or damage to Customer Data.

12. TERMINATION

12.1. Termination for Convenience. Customer may terminate this Agreement at any time by providing written notice to the Company. Termination for convenience shall take effect at the end of the then-current Subscription Period. No refund of prepaid Subscription Fees shall be due for the remaining portion of the Subscription Period in which termination occurs.

12.2. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party:

(a) Commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; or

(b) Becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

12.3. Suspension for Non-Payment. If Customer fails to make any payment when due and fails to cure such default within five (5) days after receipt of written notice from the Company, the Company may suspend Customer's access to the Service. If payment is not received within thirty (30) days after such notice, the Company may terminate this Agreement.

12.4. Immediate Termination by Company. The Company may terminate this Agreement and Customer's access to the Service immediately, without prior notice, if Customer:

(a) Violates Section 4.3 (Intellectual Property Restrictions) or Section 5.4 (Prohibited Uses); or

(b) Uses the Service in a manner that threatens the security, integrity, or availability of the Service for other customers.

12.5. Refund on Termination for Cause by Customer. If Customer terminates this Agreement pursuant to Section 12.2 due to an uncured material breach by the Company, the Company shall refund to Customer a prorated portion of any prepaid Subscription Fees for the unused portion of the then-current Subscription Period.

13. SUBSCRIPTION FEES AND PAYMENT

13.1. Subscription Fee. Customer shall pay the Subscription Fee specified in the Subscription Plan. The Subscription Fee for the initial Subscription Period shall be due on the Effective Date.

13.2. Renewal Fees. The Subscription Fee for each subsequent Subscription Period shall be due on the first day of such Subscription Period and shall be charged automatically to Customer's designated payment method.

13.3. Taxes. All Subscription Fees are exclusive of applicable taxes. Customer is responsible for all sales, use, value-added, withholding, and other taxes and duties imposed by any governmental authority with respect to the Service, excluding taxes based on the Company's net income.

13.4. Payment Method. Customer shall provide a valid credit card, debit card, ACH payment information, or other payment method accepted by the Company and shall authorize automatic payment of the Subscription Fee.

13.5. Price Changes. The Company reserves the right to change the Subscription Fee. The Company shall provide Customer with at least thirty (30) days' prior written notice of any price change. The new pricing shall take effect at the beginning of the next Subscription Period following the notice period. If Customer does not agree to the price change, Customer may terminate this Agreement before the new pricing takes effect by providing written notice to the Company, and no further fees at the new rate shall be charged.

13.6. Late Payment. Any amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

14. CONFIDENTIALITY

14.1. Definition. "Confidential Information" means all proprietary, confidential, or non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, including but not limited to the Software, the Provider IP, the Company's business affairs, pricing, technical information, product roadmaps, and any other information marked as confidential or that the Receiving Party reasonably should understand to be confidential.

14.2. Obligations. The Receiving Party shall:

(a) Use Confidential Information only for the purposes of exercising its rights and performing its obligations under this Agreement;

(b) Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and

(c) Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to the Receiving Party's employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

14.3. Exceptions. The obligations in Section 14.2 shall not apply to information that:

(a) Is or becomes generally available to the public through no fault of the Receiving Party;

(b) Was already known to the Receiving Party prior to disclosure, as demonstrated by written records;

(c) Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information;

(d) Is rightfully obtained from a third party without restriction on disclosure; or

(e) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides prompt notice to the Disclosing Party (to the extent permitted by law) and cooperates with the Disclosing Party's efforts to obtain protective treatment.

14.4. Duration. The obligations of confidentiality set forth in this Section 14 shall survive termination of this Agreement for a period of five (5) years from the date of termination, except with respect to trade secrets, for which confidentiality obligations shall continue for so long as such information qualifies as a trade secret under applicable law.

15. FEEDBACK

15.1. Customer has no obligation to provide ideas, suggestions, enhancement requests, or proposals regarding the Service ("Feedback"). However, if Customer or any Authorized User submits Feedback to the Company, Customer hereby grants the Company and Compass HoldCo LLC a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up license that is sublicensable and transferable, to use, reproduce, modify, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit the Feedback in any manner, without any obligation, compensation, or restriction based on intellectual property rights or otherwise.

16. EXPORT REGULATIONS

16.1. Customer shall comply with all applicable export control laws, trade sanctions, and import regulations, including without limitation the Export Administration Regulations (EAR) administered by the United States Department of Commerce and economic sanctions programs administered by the United States Department of the Treasury's Office of Foreign Assets Control (OFAC).

16.2. Customer represents and warrants that:

(a) Customer is not a person or entity targeted by applicable sanctions;

(b) Customer is not owned or controlled by, or acting on behalf of, any person or entity targeted by applicable sanctions; and

(c) Customer will not access, use, export, or re-export the Service to any country, territory, person, or entity prohibited by applicable sanctions or export control laws.

17. THIRD-PARTY SOFTWARE

17.1. The Service may include or incorporate code and libraries licensed to the Company or Compass HoldCo LLC by third parties, including open-source software ("Third-Party Software"). A list of Third-Party Software and applicable license terms is available upon request.

17.2. THE COMPANY AND COMPASS HOLDCO LLC PROVIDE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY SOFTWARE AND EXPRESSLY DISCLAIM ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO SUCH THIRD-PARTY SOFTWARE.

18. MARKETING

18.1. Customer agrees that the Company may identify Customer as a customer of Nordic Real Estate Services and may refer to Customer by name, trade name, and trademark (if applicable) in the Company's marketing materials, website, and public-facing documents. Customer grants the Company a limited license to use Customer's name and trade names solely for this marketing purpose.

18.2. Opt-Out. Customer may revoke this marketing consent at any time by providing written notice to the Company. Upon receipt of such notice, the Company shall remove Customer's name and identifying information from marketing materials within thirty (30) days.

19. GENERAL PROVISIONS

19.1. Entire Agreement. This Agreement, together with the Company's Terms of Use, Privacy Policy, and any applicable Subscription Confirmation, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, with respect to such subject matter. No purchase order or other ordering document issued by Customer shall modify or supplement this Agreement.

19.2. Reservation of Rights. The Company reserves the right, at any time, to discontinue, modify, or update the Service, alter pricing, features, specifications, capabilities, licensing terms, or availability, subject to the notice requirements set forth in this Agreement.

19.3. Modifications. The Company may update or modify this Agreement from time to time. If a modification materially reduces Customer's rights, the Company shall provide at least thirty (30) days' prior notice (by email, through the NRES Account, or through the Service). Continued use of the Service after the effective date of the modification constitutes acceptance. If Customer objects to the modification, Customer's sole remedy is to terminate this Agreement before the modification takes effect and receive a prorated refund of prepaid Subscription Fees for the unused portion of the then-current Subscription Period.

19.4. Opportunity to Review. Customer acknowledges that Customer has had sufficient opportunity to review this Agreement, understand its terms, and seek independent professional legal advice before entering into this Agreement.

19.5. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

19.6. Headings. Section headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

19.7. Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.

19.8. Notices. All notices under this Agreement shall be in writing and shall be deemed given:

(a) When sent via email to the address provided by the receiving party;

(b) When posted to Customer's NRES Account;

(d) One (1) business day after deposit with a nationally recognized express courier (e.g., FedEx, UPS, DHL); or

(e) Five (5) business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested;

whichever occurs first.

19.9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Colorado, and each party irrevocably consents to the personal jurisdiction and venue of such courts.

19.10. Dispute Resolution. Prior to initiating any legal proceeding, the parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiation for a period of at least thirty (30) days after written notice of the dispute. If the dispute cannot be resolved through negotiation, either party may pursue its legal remedies in accordance with Section 19.9.

19.11. Compliance with Laws. Customer shall use the Service in compliance with all applicable local, state, federal, and international laws and regulations.

19.12. Assignment. Customer may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the Company's prior written consent. The Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section shall be void.

19.13. No Partnership or Agency. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on behalf of the other.

19.14. Force Majeure. Neither party shall be liable for any delay or failure in performance resulting from a Force Majeure Event, provided that the affected party gives prompt notice to the other party and uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.

19.15. Third-Party Beneficiaries. Compass HoldCo LLC is an intended third-party beneficiary of Sections 4 (Intellectual Property), 5.5 (No Ownership), 10 (Limitation of Liability), and 15 (Feedback), and shall have the right to enforce such provisions directly. Except as set forth in this Section, this Agreement does not confer any rights or remedies upon any person or entity other than the parties hereto.

BY CLICKING "I AGREE" AND/OR BY USING THE SERVICE, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS ITS TERMS, AND AGREES TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. CUSTOMER FURTHER AGREES THAT THIS AGREEMENT, TOGETHER WITH THE TERMS OF USE AND PRIVACY POLICY, CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS PROPOSALS, UNDERSTANDINGS, AND AGREEMENTS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.

IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MUST NOT USE THE SERVICE AND MUST IMMEDIATELY CEASE ALL ACCESS.

Nordic Real Estate Services, LLC
A Colorado Limited Liability Company

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