Terms of Service – Seller Workshop

The following Terms of Service (the “Terms”) govern Customer’s and Site User’s (as defined below) use of the System licensed on the on the order form and the Sites (as defined below). The Terms, together with an applicable Order Form, shall be referred to as the “Agreement.”

Applicability of These Terms.
1. Sites. “Sites” shall be defined as all of Kris Lindahl Real Estate (“KLRE”)’s websites and mobile phone applications, which include, but are not limited to, the website(s) at www.krislindahl.com,www.soldwithkl.com, www.minnesotacommercial.com, www.krislindahlcareers.com, realestatescholarship.com, www.thekrislindahlshow.com, www.sellerworkshop.com, www.boostyourequity.com, www.minneapolisrealestate.com, www.duluthrealestate.com, www.saintpaulrealestate.com, www.rochesterrealestate.com, www.edinarealestate.com, www.newconstruction.com, www.thekrislindahlshow.com, www.krislindahluniversity.com, www.selleruniversity.com, www.buyeruniversity.com, KrisLindahlFurniture.com, SoldRevisted.com, SoldwithKL.com, www.TheStateoftheMarket.com, www.minnesotashortsale.com, www.sellerworkshop.com and specifically includes any branded website(s) or applications KLRE develops on behalf of services or events hosted or provided by KLRE. “By using the Sites and/or the System, Customer and Site User agree to be these Terms. If Customer or other user of the Sites (“Site User”) does not agree to these Terms, please do not use the Sites. Some provisions of the Terms will not be applicable to Site Users who are not also Customers.
2. Entity Applicability. These Terms and any applicable Order Form shall apply to all persons who use or access the System and/or the Sites, in their company’s capacity or in an individual capacity, including authorized users, company agents or brokers, company employees or other persons access the Sites.
3. Customer End-Users. The term “Customer” shall apply to the purchaser of the System, whether an individual or an entity, and any end-users, including brokers and agents who are granted permission to use the System under the Customer’s license. Customer shall be responsible for ensuring each end-user granted access to the System by Customer adheres to these Terms.
4. Third Party Sites. These Terms do not apply to third party sites or applications to which we provide access through the System or Sites. These sites or applications set their terms and privacy policies independent of KLRE. Please review the terms and privacy policies of these sites and applications before using them.
Access to Software.
1. License Grant. Subject to the terms and conditions of the Agreement, KLRE grants to Customer a non-exclusive, non-transferable, limited term, license to access and use the KLRE portal accessed through the Sites, including but not limited virtual event records, classes, online textbooks, forums, and chat rooms (the “System”) for Customer’s non-commercial purposes. KLRE and its licensors reserve all rights in and to the System not expressly granted to Customer. Customer will be responsible for providing all equipment and internet connectivity needed to access and use the System at its own expense.
2. Updates. From time to time, KLRE may make scheduled and/or unscheduled deployments of updates to the System or Sites. During such deployments, all or selected portions of the System or Sites may be unavailable. In the event KLRE provides Customer with updates, Customer agrees that any such updates will be governed by these Terms.
3. Account Security. Each Customer will be required to create their own unique account prior to gaining access to the System. Customer shall be responsible for appropriately securing their accounts, computers, and other electronic devices accessing the System and to protect their passwords and other access rights to the System. Customer may not interfere with others’ legitimate access to and use of the System. KLRE may at any time remove access rights to the System or require Customers to change their passwords if KLRE determines, in its sole discretion, that the Customer use or access to the System poses an imminent threat to the System, to others’ use of the System or of a violation of law. KLRE will restore connectivity and functionality as soon as practicable after they identify and neutralize the threat and implement any measures to ensure the threat does not reoccur.
Restrictions on Use. Customer and Site User may not: (a) copy or otherwise reproduce or permit the copying or other reproduction of all or any part of the System or Sites except as otherwise permitted herein; (b) reverse engineer, decompile, disassemble or create derived works based on the System or Sites; (c) modify, adapt, translate into other programming forms or languages or extend the System or Sites to operate in other environments or on other platforms, except in accordance with these Terms; or (d) allow access to the System by other software products for any purpose without prior approval of KLRE.
Fees and Payment. Customer will pay KLRE for the System in accordance with the terms set forth in the Order Form (if applicable). Rates described on the Order Form are exclusive of taxes, levies, duties, governmental charges or expenses. If Order Form states that Customer is to be invoiced, invoices remaining unpaid for more than thirty (30) days from receipt will accrue interest at a rate of the lesser of one and one-half (1.5%) percent per month or the highest rate allowed by law, whichever is less. Customer will be liable for all costs and expenses related to collection of past due amounts, including legal and other professional fees and expenses of litigation. KLRE’s rights under this section will be in addition to all other rights and remedies available to KLRE upon Customer’s default.
Proprietary Rights.
1. Customer Data. Customer retains ownership of its data that is processed or hosted by the System, including graphics and text provided by Customer for inclusion on forums or other areas of the System. Customer hereby grants to KLRE a non-exclusive, worldwide license to use, reproduce, distribute, display, and modify any user-perceptible text and multimedia information, including sound, data, text, designs, audio, video, graphics, photographs, information, Customer advertisements, and the like provided by Customer to KLRE through Customer’s use of the System (“Customer Data”). Customer represents and warrants that Customer: (a) owns or has the necessary licenses, rights, consents, or permissions to use or publish the Customer Data that is included, submitted, or used through the System; and (b) none of the Customer Data will violate any applicable laws or these Terms.
2. Software Applications. All right, title and interest (including all intellectual property rights embodied therein) in and to the System and will remain the sole and exclusive property of KLRE. These Terms grant Customer and Site User no title or right of ownership in or to the System, Sites, or any component thereof including source code, or to any associated materials, documentation, intellectual property, or in or to any derivates of the System, Sites, enhancements, modifications or improvements thereto. Customer and Site User will not, at any time, take or cause any action, which would be inconsistent with or tend to impair the rights of KLRE or its affiliates in the System or Sites. Customer and Site User may not remove or alter any of KLRE’s proprietary or copyright notices, trademarks or logos.
3. Confidentiality. Customer acknowledges that any oral or written information exchanged between the parties in connection with the preparation and performance this Agreement are regarded as confidential information. Customer shall maintain confidentiality of all such confidential information, and without obtaining the written consent of KLRE, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through Customer’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by Customer shall be deemed disclosure of such confidential information by Customer, and Customer shall be held liable for breach of this Agreement.
System Content. The opinions expressed and content posted on the Sites by Site Users or Customer reflect solely the opinions of the Site Users or Customers who post thereon and do not reflect the opinions of KLRE. Customer and Site User acknowledges and agrees that KLRE has the right (but not the obligation) to monitor the Sites and System; to alter or remove any comments or other interactions with or on the Sites that KLRE determines, in its sole discretion is not appropriate; and to disclose such comments and interactions and the circumstances surrounding their transmission to any third party in order to operate the Sites properly; to protect KLRE, its sponsors, partners, Site Users, Customers or other affiliates, and to comply with legal obligations or governmental requests. If you believe a message or posting violates these Terms, please contact KLRE immediately at kris@soldwithkris.com so that we can consider its editing or removal.
Term and Termination.
1. Agreement. The Agreement with Customer will commence upon the Effective Date as stated on the Order Form (if applicable) and remain effective for the period set forth in the Order Form unless terminated as permitted in this Section (the “Initial Term”). Unless otherwise agreed upon in the Order Form, the Initial Term will automatically renew for successive one-year periods (together, the “Term”), unless either party gives the other party written notice of non-renewal at least 90 days prior to the end of the then-current Term, or terminates the Agreement pursuant to this Section. KLRE may terminate the Agreement for cause if Customer (a) materially breaches the Agreement and fails to cure such breach within 30 calendar days of receiving a written notice of breach from KLRE; (b) ceases to do business in the normal course, (c) becomes or is declared insolvent or bankrupt, (d) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within 90 calendar days or (e) makes an assignment for the benefit of creditors. This Section 5 contains the parties’ exclusive termination rights. Termination of the Agreement will relieve KLRE of all obligations to provide Customer access to the System and any licenses granted under the Agreement will immediately cease.
2. Terms. These Terms shall be applicable to each Site User upon first use of the Sites and shall continue for so long as Site User uses the Sites or until the expiration of the Agreement if the Site User is also a Customer, whichever is longer.
Indemnification.
1. By KLRE. KLRE will indemnify and defend Customer and its affiliates, directors, officers, employees and agents with respect to any claims, liabilities, damages and expenses, including reasonable attorneys’ fees, arising out of any third-party claim that the System as provided by KLRE infringes on any copyright, patent, trademark, trade secret or other intellectual property right of any third party. Notwithstanding the foregoing, KLRE will have no obligation pursuant to the foregoing indemnification provision to the extent that any claim is based on or related to: (a) any use of the System or Sites in violation of the Terms or Agreement, (b) any use of the System in conjunction with any third party service, data, hardware or software not provided by KLRE,, or (c) any material or data provided by Customer or Site User. If Customer’s use of the System becomes, or is likely to become, the subject of an infringement claim, KLRE may, at its option and expense (i) procure the right for Customer to continue using the System, (ii) replace or modify the infringing components of the System with non-infringing components of substantially equivalent functionality. The foregoing states the entire liability of KLRE with respect to this Section, and Customer hereby expressly waives any other remedies for infringement claims.
2. By Customer. Customer will indemnify and defend KLRE and its affiliates, directors, officers, employees and agents with respect to any claims, liabilities, damages and expenses, including reasonable attorneys’ fees, arising out of (a) any material or data provided by Customer, or (b) a breach of any of Customer’s representations, warranties, obligations, covenants or agreements under the Agreement.
3. By Site User. Site User shall indemnify and defend KLRE and its affiliates, directors, officer, employees and agents from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury arising out of or relating to: (i) Site User’s unauthorized use or misuse of the Sites; (ii) Site User’s violation of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (iii) Site User’s violation of any rights of a third party, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (iv) any dispute or issue between you and any third party.
4. Indemnification Procedures. A party seeking indemnification hereunder (an “Indemnified Party”) will give the Party from whom indemnification is sought (the “Indemnifying Party”): (a) reasonably prompt notice of the relevant claim; (b) reasonable cooperation and assistance, at the Indemnifying Party’s request and expense, in the defense or settlement of such claim; and (c) sole control the defense and settlement of any such claim; provided, however, that the Indemnifying Party will not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party will have the right to participate in the defense at its own expense.
Disclaimers.
1. Posting Disclaimer. KLRE is not an accredited educational institution or marketplace or SAAS company. KLRE users, customers, and partners are not its employees. KLRE is not responsible for any interactions between Customer and KLRE’s instructors, students, subscribers, or other Customer or Site Users, other than providing the System for Customer and Site User’s use in order to interact with KLRE and its Customers and Site Users. KLRE is in no way liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of Customer’s or Site User’s relationship with instructors, teacher, partners, and Customer’s and Site Users, including any Customer’s or Site Users reliance upon any information or content that is provided or posted on the System.
2. Results Disclaimer. KLRE cannot and does not make any guarantees about the ability to get results or earn any money with the ideas, information, tools or strategies found on the Sites or System. All services provided by KLRE including the Sites and access to the System, and tis affiliates, are for educational and informational purposes only. Nothing in the Sites or System is a promise or guarantee of results or future earnings, and KLRE does not offer any legal, medical, tax or other professional advice. Any financial numbers referenced through any financial or business-related content are illustrative of concepts only and should not be considered average earnings, exact earnings, or promises for actual or future performance. Making decisions based on any business information presented on the Sites or System should be done with the knowledge that they could result in risk or losses.
3. WARRANTY DISCLAIMER. ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE, COMMON LAW OR IN ANY OTHER WAY, INCLUDING ANY IMPLIED WARRANTIES AS TO QUALITY, PERFORMANCE, TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE, ARE EXCLUDED FROM THE AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. THE SYSTEM IS PROVIDED ON AN “AS IS” BASIS AND CUSTOMER’S USE OF THE SYSTEM AND SITE USERS USE OF THE SITES ARE AT THEIR OWN RISK. KLRE DOES NOT WARRANT THAT THE SYSTEM OR ITS CONTENT WILL BE ACCURATE OR WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE SYSTEM WILL BE UNINTERRUPTED OR COMPLETELY SECURE OR ERROR-FREE. CUSTOMER ASSUMES RESPONSIBILITY FOR TAKING ADEQUATE PRECAUTIONS AGAINST DAMAGES WHICH COULD BE CAUSED BY DEFECTS, INTERRUPTIONS OR MALFUNCTIONS IN THE SYSTEM OR THE HARDWARE ON WHICH IT IS INSTALLED.
Limitation of Liability. KLRE WILL NOT BE LIABLE FOR VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION OR TO ANY THIRD PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO CUSTOMER DATA PROVIDED TO KLRE OR PLACED ON THE SYSTEM BY CUSTOMER OR AT CUSTOMER’S DIRECTION. IN NO EVENT WILL (A) KLRE BY LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE TERMS, THE AGREEMENT. THE SITES OR THE SYSTEM; AND (B) KLRE’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR SITE USER EXCEED THE AMOUNT PAID TO KLRE UNDER THE AGREEMENT DURING THE PREVIOUS THREE (3) MONTH PERIOD.
Privacy. KLRE’s Privacy Policy can be found at [INSERT HYPERLINK] (“Privacy Policy”) and is expressly incorporated into these Terms. The Privacy Policy discloses KLRE’s practices regarding the collection, use and disclosure of Site User’s and Customer’s personal information that is created, uploaded, or transmitted while using the Sites or the System. Agreement to the Terms shall also be considered an agreement to the Privacy Policy and consent to the collection, use and disclosure of information provided to KLRE as set forth in these Terms.
Miscellaneous.
1. Assignment. Customer may not assign the Agreement or any right created hereunder without the prior written consent of KLRE. Any prohibited assignment is void. The Agreement shall inure to the benefit of the parties’ respective permitted successors and assigns
2. Amendments; Waiver; Severability. The Agreement may only be amended or modified in a writing duly executed by authorized representatives of KLRE and Customer. Any waiver of any breach of any term or any condition of the Agreement will not be construed as a waiver of any subsequent breach of any term or condition of the Agreement. If any part, term or provision of the Agreement will be held to be illegal or unenforceable it will not affect the validity or enforceability of the remainder of the Agreement. The parties will replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. KLRE may modify the provisions of these Terms applicable to Site Users on a going-forward basis, in KLRE’s sole discretion. KLRE will post such changes here, with the last updated date. Site User’s continued use of the Sites indicates Site User’s agreement to be bound by the new Terms. KLRE’s modification of the Terms shall only apply to Site User’s use of the Sites and will not be applicable to Customer’s Agreement and will not amend or alter an Agreement between Customer and KLRE in anyway unless agreed to in writing by Customer.
3. Notice for California Site Users. Under California Civil Code Section 1789.3, Site Users of the Sites from California are entitled to the following specific consumer rights notice: Site User may contact KLRE to resolve a complaint regarding the service or to receive further information regarding use of the service at KLRE, 5620 International Parkway, New Hope, MN 55428 or by emailing kris@krislindahl.com. If Site User chooses, they may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210. Information about the Department’s consumer complaint process can be found on its website. California Civil Code Section 1798.83 permits California residents who use the Sites to request certain information regarding KLRE’s disclosure of personal information to third parties for their direct marketing purposes. To make such a request, or if Site User have any questions or concerns about your California privacy rights, our Privacy Policy or our use of your Personal Information, please contact us by email at kris@krislindahl.com, by postal mail at KLRE, 5620 International Parkway, New Hope, MN 55428 On any email or postal letter sent, please include “Privacy” in the subject line. Additional information for California residents pertaining to their privacy rights can be found in the Privacy Policy.
4. Publicity. KLRE may disclose in its advertising and marketing materials that: (a) Customer has entered into the Agreement with KLRE; and (b) Customer is a customer of KLRE.
5. Disputes. The Agreement will be governed and construed in accordance with the laws of the State of Minnesota without giving effect its conflict of law principles. The 1980 U.N. Convention on Contracts for the International Sale of Goods does not apply to the Agreement. All disputes arising from or relating to the Agreement will be within the exclusive jurisdiction of the state and/or federal courts located within Hennepin County, Minnesota. Any claim arising from or related to the Agreement must be brought in the state or federal courts located in Minneapolis, Minnesota.
6. Entire Agreement. The Agreement, including the Order Form and any other exhibits, comprises the entire agreement between the parties relating to the subject matter hereof. The Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of the Agreement. If there is any conflict between the Order Form and these Terms, the provisions of the Order Form will control. The Agreement may be executed in several counterparts, each of which will be deemed to be an original, and all of which, when taken together, will constitute one and the same instrument. Sections 5 (Proprietary Rights), 7 (Indemnification) 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Privacy), and 11 (Miscellaneous) survive termination of the Agreement. [MAY NEED TO BE UPDATED IF SECTIONS ARE REMOVED IN REVIEW]

Last Updated: June 4, 2021