License Agreement
Version 1, Effective as of March 15, 2022.
This License Agreement is a contract between you (the “Customer”) and us, Nordic Real Estate Services, LLC (the “Company”), for your use of Compass (the “Service”).
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 and the Terms of Use at NordicRealEstateServices.com. 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.
1. PARTIES
1.1. “Nordic Real Estate Services”, “NRES”, “Nordic Parties”, “Provider”, “Company”, or “We” means Nordic Real Estate Services, LLC, a software company organized and operated under the laws of the state of Colorado.
1.2. “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;
- The power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or
- ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
2. DEFINITIONS
2.1. “Agreement” means this License Agreement.
2.2. “Service” means Compass, or any other software provided by Nordic Real Estate Services under this Agreement.
2.3. “User” means the individual Customer, or any employee, independent contractor or other temporary worker authorized by Customer to use Software while performing duties within the scope of their employment or assignment.
2.4. “Device” means a computer device used by User for running Product.
2.5. “Product Version” means a release, update, or upgrade of a particular Product that is not identified by Nordic Real Estate Services as being made for the purpose of fixing software bugs.
2.6. “Bug Fix Update” for a particular Product Version means a software update or release that is specifically identified by Nordic Real Estate Services as a bug fix for that Product Version.
2.7. “NRES Account” means an account at www.NordicRealEstateServices.com created by a Customer or a single User, having a unique name and password, and enabling User management and Product Subscription administration and/or access to Products in accordance with a Product Subscription.
2.8. “Subscription Confirmation” means an email confirming Customer’s rights to access and use Products, including Product Subscription plans and number of licenses acquired.
2.9. “Product Subscription” specifies the Subscription term, the set of Products covered by this Agreement, Subscription fees and payment schedules.
2.10. “Subscription Period” means the timeframe in which the Customer has subscribed to the product
2.11. “Effective Date” This is the date in which the Customer and NRES agree to be bound by this Agreement and the Terms of Use. This Agreement shall be effective and in force immediately upon the date that Customer clicks the “I Agree” (or similar) Icon or button.
2.12. “Force Majeure” Means Nordic Real Estate Services will not be liable for its failure to meet standards or schedules caused by circumstances beyond Nordic Real Estate Services reasonable control.
2.13. “Provider IP” Means 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.
3. Term.
- This Agreement Begins on The Effective Date and Will Continue Until Terminated as provided herein (the “Term”). Customer shall consist of annual or monthly periods (each a “Subscription Period”). The Agreement shall automatically renew for subsequent Subscription Periods unless either party provides written notice of its election no to renew this Agreement at lease fifteen (15) days prior to end of the then-current Subscription Period or otherwise terminates this Agreement pursuant to the terms of this Agreement and the Terms of Use. Upon termination of this Agreement for any reason, all rights and subscriptions granted to Customer shall immediately terminate, and the Customer shall cease using the Services and shall prohibit Authorized Users from using the Services.
4. Ownership of Intellectual Property
4.1. 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.
4.2. 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.
4.3. The provisions of this Section shall survive termination of this Agreement.
5. GRANT OF LICENSE
5.1. Customer acknowledges that its right to use the Services will be through the customer’s licensed computer(‘s) only pursuant to the terms of this Agreement and the Software will not be installed on any servers or other computer equipment not owned or controlled by Customer or otherwise provided to Customer.
5.2. The Product is licensed on a per-seat basis. If Customer complies with terms of this Agreement, Customer has the rights identified below in this section for each Product Subscription that Customer acquires.
5.3. Unless the Product Subscription is expired or this Agreement is terminated in accordance with Section 11.5, and subject to the terms and conditions specified herein, Nordic Real Estate Services grants the Customer a limited, non-exclusive, non-sublicensable, non-assignable, and worldwide license to access and use the Service solely for Customer’s internal business operations in accordance with the terms of this agreement and the Company’s online Terms of Use.
Nordic Real Estate Services grants the Customer the license to use each Product covered by Product Subscription as follows:
Customer may:
- Operate and use any version of the Product covered by Product Subscription on any number of Devices and on any operating system supported by the Product;
- Customer may use an NRES Account in accordance with customers Product Subscription.
Customer may NOT:
- Allow the same Product Subscription to be used simultaneously by more than one (1) User.
- Rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, or transfer the Product, or provide access to the Product or Customer’s NRES Account to a third party;
- Reverse-engineer, decompile, disassemble the Product;
- Remove or obscure any proprietary or other notices contained in the Product;
- Upload or distribute of any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service;
- Probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service;
- take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Service;
- copy or reproduce the Service;
- access or use any other Customers’ or their users’ data through the Service;
- maliciously reduce or impair the accessibility of the Service;
- use the service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material; or
- transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability.
5.4. Products are made available on a limited license or access basis, and no ownership right is conveyed to Customer, regardless of the use of terms such as “purchase” or “sale”. Nordic Real Estate Services has and retains all rights, titles, and interests, including all intellectual property rights, in and to the Products, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Nordic Real Estate Services, including without limitation as they may incorporate Feedback (as defined below).
5.5. The use of the Services by Customer or any Authorized User pursuant to this Agreement shall be subject to any end user agreement, terms of use, and privacy policy applicable to NordicRealEstateServices.com or any other applicable website used to access the Services.
6. Maintenance and Support
6.1. Company shall maintain the Software and/or Services and provide all patches and fixes to the Software and/or Services at no additional cost. Provided, however, said maintenance shall not include any major releases of new versions of the Software, additional functionality, or custom programming, which Company, at its discretion, may provide at an additional cost as otherwise agreed between the parties.
7.Data Protection
7.1. Nordic Real Estate Services shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information.
8.Data Privacy
8.1. Company May Collect, Use and Process Customer’s Data Only Accordance with Company’s Online Privacy Policy.
9. Limited Warranty
9.1. Nordic Real Estate Services warrants that it has the power and authority to grant the Subscription for the Services granted to Customer hereunder. 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 OR FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Remedy and Liability
10.1. 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.
10.1. Nordic Real Estate Services does not warrant that the Customer’s use of the Services will be uninterrupted or 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.
10.2. 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.
10.3. In any event, under no circumstances shall Provider be liable for any loss, costs, expenses, or damages to Customer in an amount exceeding the Subscription Fee actually paid to Provider by Customer for the previous month Subscription Fee.
11. Subscription Fee
11.1. Customer shall pay to Provider a Subscription fee (the “Subscription Fee”) in the amount that Customer has entered and agreed to pursuant to the sign-up page for this Agreement.
11.2. The Subscription Fee for the first Subscription Period (either month or year, as applicable) of the term of this Agreement shall be paid on the Effective Date. The Subscription Fee for all subsequent Subscription Periods of the term of this Agreement shall be paid to Provider on the first day of each subsequent Subscription Period, pursuant to subsection 12.3., below.
11.3. The amount of the Subscription Fee does not include any applicable taxes. Customer is responsible for any and all applicable taxes.
11.4. Customer shall provide a valid credit card, ACH payment system information, bank account information authorized for automatic bill payment, or other acceptable method of payment to Provider and shall take all necessary steps to authorize automatic payment of the Subscription Fee.
11.5. In the Event Customer fails to make a payment after five (5) days of notice from Provider, the Company reserves the right to suspend Customer’s Access to any and all Nordic Real Estate Services Products.
11.6. Any additional payment terms between Provider and Customer shall be agreed to in writing and set forth in an invoice, billing agreement, or other written document.
11.7. Nordic Real Estate Services reserves the right to change the price of their Subscription Fee at any time. In the event Nordic Real Estate Services chooses to change the price of a Subscription Fee, they are obligated to inform the Customer of the price change thirty (30) days prior to the next payment period by the Customer.
12. Customer Default
12.1. 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.
12.2. 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.
13. Customer Confidentiality Requirement
13.1. In addition to, and in no way limiting the requirements relating to the Provider’s IP as set forth in Section 4 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”).
13.2. Customer shall not disclose or publicize the Confidential Information without the Provider’s prior written consent.
13.3. 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.
13.4. The terms of confidentiality and non-disclosure contained herein shall expire five (5) years from the date of the termination of this Agreement.
13.5. 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.
14. Feedback
14.1. Customer has no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if a Customer or Users submit Feedback to us, then the Customer grants us a nonexclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.
15. Export Regulations
15.1. Customer shall comply with all applicable laws and regulations with regards to: economic sanctions; export controls; import regulations; and trade embargoes (“Sanctions”), including those of the European Union and United States (specifically the Export Administration Regulations (EAR)). Customer acknowledges that it is not a person targeted by Sanctions nor is it otherwise owned or controlled by or acting on behalf of any person targeted by Sanctions. Further, Customer acknowledges that it will not use, download, or otherwise export or re-export Nordic Real Estate Services Products or any related technical data directly or indirectly to any person targeted by Sanctions or otherwise use Nordic Real Estate Services Products for any end-use prohibited or restricted by Sanctions.
16. Third-Party Software
16.1. The Products and Services Provided by Nordic Real Estate Services includes code and libraries licensed to us by third parties, including open-source software (“Third-Party Software”).
16.2. NORDIC REAL ESTATE SERVICES PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY SOFTWARE AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
17. Marketing
17.1. 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.
18.Miscellaneous
18.1. Entire Agreement. This Agreement, including the Third-Party Software license terms, Privacy Policy, and Terms of Use constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior agreements between Customer and Nordic Real Estate Services regarding Customer’s use of any Nordic Real Estate Services software covered by NRES Products. No purchase order, other ordering document or any handwritten or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Customer and Nordic Real Estate Services.
18.2. 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.
18.3. 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 Delete and remove the product from all sources.
18.4. 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.
18.5. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
18.6. Headings. Headings and titles are for convenience only and do not affect the interpretation of this Agreement.
18.7. No Waiver. Our failure to enforce or exercise any of this Agreement is not a waiver of that section.
18.8. 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.
18.9. 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.
18.10. Compliance with Laws. Customer shall use the Services in accordance with any and all applicable local, state, and federal laws.
18.11. Assignment. Customer shall not assign or transfer this Agreement.
18.12. 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.
18.13. 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.
18.14 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 THE SOFTWARE, 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 THE SOFTWARE APPLICATION, OUR SERVICES, AND/OR THE DATA, AND EXIT NO