Terms and Conditions of Sales (“Terms”) exclusively govern the sale of products (“Products”), associated parts and components (“Accessories”), software licenses (“Software”), and/or signal services licenses (“Signal Services”) by Nordian Inc. (“Seller”) to the buyer identified in Nordian’s quotation, sales confirmation, or invoice (“Buyer”). Certain Nordian products or services may rely on infrastructure, connectivity, hardware, software, or services provided by third parties (“Third-Party Services”). Such services may include, without limitation, satellite communication networks, cloud services, or other connectivity providers.
The quotation, sales confirmation, or invoice (“Order Confirmation”) together with these Terms constitute the entire agreement between the parties (the “Agreement”) and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, whether written or oral. These Terms prevail over any conflicting or additional terms in any purchase order or other document submitted by Buyer, regardless of when submitted. Seller’s fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and does not modify these Terms.
If the parties have executed a separate written contract covering the sale of Products, Accessories, Software, or Signal Services, that contract controls to the extent it conflicts with these Terms.
1. Ordering
1.1 Submitting Purchase Orders. Purchase orders must be submitted directly to Nordian Inc. through the designated channels. Upon receipt, Nordian will process the order in its system.
1.2 Order Acceptance. Submission of a purchase order by Buyer does not constitute acceptance. All orders are subject to Nordian’s formal approval.
1.3 Notification of Acceptance. Upon approval, Nordian will notify Buyer via email or a similar communication channel. A support contact email will also be provided and is available Monday–Friday, 9:00 AM–5:00 PM (CT).
1.4 Confirmed Orders. A purchase order becomes a Confirmed Purchase Order only after Nordian issues formal written approval.
1.5 Post-Confirmation Access. For hardware purchases that enable Correction Signal or Correction and Connectivity Signal subscriptions, Nordian will email Buyer credentials for the Nordian Dashboard portal to activate and manage subscriptions for end users. Portal questions should be directed to support@nordian.com.
2. Prices
2.1 Firm Pricing. All quoted prices are fixed and firm.
2.2 Packaging. Prices include standard commercial packaging for shipment within the United States.
2.3 Buyer Responsibilities—Taxes & Custom Packaging. Buyer is responsible for all costs related to custom packaging and for all applicable U.S. federal, state, and local taxes, duties, fees, and similar charges.
2.4 Transportation & Insurance. Unless otherwise stated herein, transportation and insurance costs are Buyer’s responsibility.
2.5 Freight Allocation (U.S. Shipments). If the order’s net value (after applicable taxes) is USD 3,500.00 or less, Buyer is responsible for freight. For orders above this amount, Nordian could arrange freight from Nordian’s facility to the address specified in the quotation.
2.6 Software & Signal Services Pricing. Subscription pricing takes effect on the activation date through Nordian’s Dashboard portal and remains in effect for the term stated in the Confirmed Purchase Order. Activated subscriptions cannot be suspended to extend the agreed term.
2.7 Renewals. Subscription renewals are subject to Nordian’s then-current prices and require a new purchase order accepted by Nordian.
2.8 Payment for Correction Signal or Correction and Connectivity Signal . On the first business day of each month, Nordian will count the subscriptions activated by Buyer during the prior month and issue an invoice for those activations. Payment timing will be set by written agreement between Buyer and an authorized Nordian representative. In the absence of a separate written agreement, standard payment terms will apply.
3. Payment Terms
3.1 Standard Terms. Unless otherwise agreed in writing, payment is due in advance. Accepted methods include ACH, wire transfer, check, or payment link (credit/debit card processing fees may apply).
3.2 Extended Terms. Except for different terms agreed in writing, invoices are due twenty (20) calendar days from the invoice date.
3.3 Currency. All payments shall be in U.S. Dollars (USD) or in the currency specified in the quote.
3.4 Late Payment. Overdue amounts accrue interest at 12% per annum (1% per month) or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full.
3.5 Retention of Title and Security Interest. Nordian retains a security interest in all Products and Accessories until the purchase price is paid in full. Buyer shall take all actions reasonably requested by Nordian to perfect and maintain such security interest.
3.6 Authorization to File. Buyer hereby authorizes Nordian to file any financing statements, including UCC-1 financing statements, and other documents necessary to perfect or maintain Nordian’s security interest in the Products and Accessories. Buyer agrees to reimburse Nordian for any reasonable costs associated with such filings.
3.7 Credit Limits. Nordian may establish and adjust Buyer credit limits and may decline orders if limits are exceeded.
4. Delivery and Risk
4.1 Required Information. Purchase orders must include: “Ship To” address, “Bill To” address, Nordian quotation number, and preferred carrier details and account number (if applicable).
4.2 Carrier Selection. If Buyer provides no carrier instructions, Nordian may select a carrier at Buyer’s expense.
4.3 Force Majeure. Nordian is not liable for delays or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, government actions, fires, floods, accidents, strikes, or shortages of transportation, fuel, energy, labor, or materials.
4.4 Transfer of Risk. Risk of loss, damage, or destruction transfers to Buyer upon delivery of the goods to the carrier within the United States.
5. Intellectual Property, Copyright, and Confidentiality
5.1 Ownership. All copyrights in Software, specifications, manuals, training materials, sales documentation, drawings, technical descriptions, and other materials are the exclusive property of Nordian. All intellectual property rights in the design of any part of the Products and Accessories are owned exclusively by Nordian.
5.2 Confidential Information. Data, patents, copyrights, proprietary rights, know-how, trademarks, and processes related to Signal Services are proprietary and confidential to Nordian and its suppliers.
5.3 Buyer Obligations. Buyer shall (a) maintain the confidentiality of information identified or confirmed in writing by Nordian as confidential (“Confidential Information”); (b) not disclose Confidential Information to third parties without Nordian’s prior written consent; and (c) use Confidential Information only as necessary to operate and maintain the Products and Accessories.
5.4 Prohibitions. Buyer shall not reverse engineer, decompile, or disassemble Products, Accessories, or Software, nor attempt to derive any Nordian or third-party intellectual property.
5.5 Trademarks. “Nordian Inc.” and the Nordian logo are registered trademarks of Nordian and may be used only as authorized by Nordian.
5.6 Third-Party Intellectual Property. Certain components, technologies, connectivity services, software, or infrastructure used in connection with the Products, Signal Services, or related services may be provided by third-party providers. All intellectual property rights related to such third-party technologies, infrastructure, or services remain the exclusive property of the respective third-party providers and are protected by applicable intellectual property laws and international treaties.
5.7 No Rights to Third-Party Infrastructure or Services. Buyer acknowledges that its purchase or use of the Products or Signal Services does not grant Buyer any ownership rights, licenses, or other intellectual property rights in or to any third-party infrastructure, connectivity services, satellite networks, or related technologies used to enable such services. Buyer shall not copy, modify, distribute, sublicense, reverse engineer, attempt to access, or otherwise use such third-party technologies except as expressly permitted through the authorized use of Nordian’s Products and Services.
6. Limited Warranty
6.1 Warranty Period.
Nordian Inc. provides a limited warranty to Buyers as follows:
- Products and Software: 12 (twelve) months from the date of shipment.
- Accessories: 90 (ninety) days from the date of shipment.
- Signal Services: No applicable warranty period.
6.2 Coverage. At its sole discretion, Nordian Inc. will repair or replace, free of charge, any Product, Accessory, or Software that, during the applicable Warranty Period, fails to materially conform to Nordian’s specifications or exhibits significant defects in materials or workmanship.
6.3 Software Warranty: In the event of a software defect during the Warranty Period, Nordian Inc. will provide, at no additional cost, a software patch or a fix in the next general release of the software. The software patch will be provided "as-is," without any costs for re-verification, certification, or implementation.
6.4 The return process for warranty evaluation must be initiated by the Buyer through a request sent to the email address support@nordian.com and must be pre-approved by Nordian Inc. through the same communication channel. Upon approval, the Products must be shipped to the company’s headquarters at 2301 W Anderson Ln Austin, TX 78757 (for worldwide buyers, except South America), or Mostardeiro 777, 12º Andar Porto Alegre, RS 90430-001 (buyers in South America), with prepaid shipping by the Buyer. The result of the warranty evaluation, whether approval or denial, will be communicated to the Buyer via a technical report sent to the email address provided by the Buyer or to the same email address used to request the return process.
6.5 If the technical report issued by Nordian Inc. concludes that the warranty is denied, the Buyer will be notified via email of the decision, including detailed reasons for the denial. In this situation, the Buyer has the following options:
6.5.1 Product Return: The Buyer may opt for the return of the product, bearing the shipping costs for the return shipment. The product will be sent to the address provided by the Buyer at the time of the return request.
6.5.2 Repair Estimate: The Buyer may request a repair estimate for the product, which will be prepared by Nordian Inc. or an authorized service center. If the Buyer accepts the estimate, the repair and return shipping costs will be the responsibility of the Buyer.
6.5.3 Recycling or Disposal: If the Buyer does not wish to have the product returned, they may authorize Nordian Inc. to proceed with the recycling or disposal of the product at no additional cost to the Buyer.
The Buyer will have a period of 30 (thirty) calendar days, counted from the receipt of the warranty denial notification, to inform Nordian Inc. of the chosen option. Failure to respond within this period may result in the disposal of the product by Nordian Inc., without any right to compensation or indemnification to the Buyer.
6.6 Warranty Exclusions: This limited warranty does not apply to Products, Accessories, or Software that:
6.6.1 Are subjected to abuse, misuse, neglect, accidents, damage during shipment, improper testing, improper installation, improper storage, improper handling, improper maintenance, abnormal physical stress, abnormal environmental conditions, abnormal use, or any other condition outside of Nordian's specifications;
6.6.2 Are modified, rebuilt, repaired, or altered by individuals not authorized by Nordian Inc.;
6.6.3 Are used with third-party products not approved by Nordian Inc.;
6.6.4 Are returned with removed or altered identification markings;
6.6.5 Are designated as beta test samples, experimental, developmental, research, prototypes, pre-production, samples, incomplete, or non-conforming;
6.6.6 Are Third-Party Materials, such as third-party Products, Accessories, and Software.
6.7 Warranty for Third-Party Materials: Nordian Inc. does not offer an independent warranty for Third-Party Materials but will, as a courtesy, transfer to the Buyer any warranty coverage available from such third parties.
6.8 Software Warranty Disclaimer: Nordian Inc. does not warrant that any software will operate uninterrupted or error-free.
6.9 Signal Services: Signal Services are provided "as-is," without any warranty of any kind. The availability and accuracy of Signal Services are not guaranteed and are at the Buyer’s sole risk.
6.10 Warranty Limitations: This limited warranty supersedes all other warranties, express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. This warranty sets forth Nordian's sole obligation and the Buyer’s exclusive remedy in the event of a warranty breach. Nordian Inc. shall not be liable for any special, indirect, incidental, or consequential damages of any kind. Any modification of this limited warranty shall be valid only if agreed upon in writing by a Nordian Inc. executive.
6.11 The terms and conditions expressed in this document are valid and applicable to both domestic and foreign buyers.
7. Compliance with Laws and Export Controls Regulations
7.1 Compliance with Laws: The Buyer agrees to fully comply with all applicable laws, regulations, and ordinances, including, but not limited to, those related to export, import, and trade control. The Buyer shall maintain in full force and effect all necessary licenses, authorizations, consents, and permits required to fulfill its contractual obligations.
7.2 Applicable Export Laws: The Products, Accessories, Software, and Signal Services provided by Nordian Inc. are subject to all applicable export laws, rules, and regulations ("Applicable Export Laws"). These Applicable Export Laws may restrict or prohibit the provision of the Products, Accessories, Software, and Signal Services to the Buyer or the country of end-use.
7.3 Included Export Laws: The Applicable Export Laws include, but are not limited to, the export laws and regulations of Canada, the United States, the United Kingdom, the European Union, Latin America, and the jurisdiction where the Products are used or to which they are exported.
7.4 Restrictions and Prohibitions: Nordian Inc. will not enable Signal Services for use, nor will it ship Products, Accessories, Software, or deploy Nordian Inc. personnel to any destination or use that violates the Applicable Export Laws. This includes, but is not limited to: Shipment to any country subject to restrictions or embargoes; Provision to any entity or individual listed on export denial or prohibition lists; Use for any purpose prohibited under the Applicable Export Laws.
7.5 Buyer Responsibility: It is the sole responsibility of the Buyer to familiarize themselves with and comply with the Applicable Export Laws, including, but not limited to, those specifying: Countries subject to restrictions or embargoes; Lists of entities or individuals subject to export denial or prohibition; Prohibited uses for the Products, Accessories, Software, and Signal Services.
7.6 Buyer Warranty: The Buyer warrants that they will not use, divert, export, re-export, or import, nor permit any third party to use, divert, export, re-export, or import any Products, Accessories, Software, or Signal Services to, in, or through: Any destination or country restricted by export laws; Any entity or individual listed on export denial or prohibition lists; Any prohibited use designated under the Applicable Export Laws.
7.7 The Buyer understands and acknowledges that any violation of the Applicable Export Laws may result in severe penalties and agrees to indemnify and hold Nordian Inc. harmless from any liability arising from such violation.
8. Software License
8.1 Software Ownership: All Software delivered in conjunction with the Products remains the exclusive property of Nordian Inc. or the respective third parties, as applicable.
8.2 Software Licensing: Nordian Inc. Software is licensed to the Buyer in accordance with the terms of the End User License Agreement (EULA) accompanying the Software. Any third-party Software is licensed to the Buyer under the license provided with such third-party Software. All other Nordian Inc. Software provided to the Buyer is licensed under a limited, non-exclusive, revocable, and non-transferable license, solely for the Buyer’s internal use, in connection with the use of Nordian Inc. Products, and only in object code form.
8.3 Usage Restrictions: The license granted to the Buyer does not authorize any use beyond those expressly specified in the terms of the license. The Buyer agrees not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software.
8.4 Buyer Responsibilities: The Buyer is solely responsible for fully complying with the terms of the Software license provided by Nordian Inc. or third parties. Any violation of the license terms may result in the immediate revocation of the license granted to the Buyer, without prejudice to any other rights and remedies of Nordian Inc. or the respective Software rights holders.
9. Signal Services License
9.1 Signal Services Definition: Signal Services refer to signal correction and connectivity subscriptions provided. Signal Services are not intended to be used as the sole or primary means of navigation. They are offered exclusively for use in the following market sectors: (a) the agricultural sector; (b) all other sectors where the Products are employed in land-based activities; (c) the UAV (Unmanned Aerial Vehicle) market where the Products are operated in flight over land-based environments. Unless expressly stated in writing by Nordian Inc., Signal Services shall not be used in conjunction with any receiver hardware embedded in autonomous road vehicles.
9.2 Nordian Inc. shall not be liable to the Buyer or any third party for the deactivation of services due to the application of geographical or speed limitations. The Buyer shall be responsible and shall indemnify, defend, and hold harmless Nordian Inc. and its affiliates from any claims, losses, damages, costs (including attorneys' fees), expenses, and liabilities arising from the deactivation of services resulting from the application of such limitations.
9.3 Use in Aerial Applications: When services are used in the market sector described in Section 9.1(c), they must comply with the provisions of any applicable international laws, local laws, municipal regulations, Civil Aviation conventions, and other pertinent conventions ("Laws") governing the use of airspace and air traffic control rules. It is the Buyer's responsibility to fully understand the applicable Laws. Nordian Inc. shall not be liable to the Buyer or any third party for any use of services in aerial applications, and the Buyer shall indemnify, defend, and hold harmless Nordian Inc. and its affiliates from all claims, losses, damages, costs (including attorneys' fees), expenses, and liabilities arising from the use of Signal Services, including but not limited to UltraPoint and PointPerfect, in such applications.
9.4 Specific Conditions: Certain Signal Services require manual purchase orders and cannot be acquired through Nordian Inc.'s e-commerce systems. The deactivation or termination of Signal Services may occur under various circumstances, including, but not limited to: use outside the specified market sectors, violation of export control laws, use in prohibited applications such as nuclear weaponry, unauthorized sharing or resale of services, use by unauthorized third parties.
9.5 Buyer Responsibilities: The Buyer shall comply with and be aware of all applicable laws and regulations related to the use of Signal Services. Additionally, the Buyer shall indemnify and hold harmless Nordian Inc. from any liability arising from the improper use of Signal Services.
9.6 Service Availability and Non-Mission-Critical Use: Signal Services are provided on an “as available” basis and may be subject to interruptions, delays, degradation, or unavailability due to factors beyond Nordian Inc.'s control, including but not limited to satellite availability, atmospheric conditions, telecommunications networks, third-party infrastructure, or maintenance operations.
9.6.1 Nordian Inc. does not guarantee uninterrupted, error-free, or continuous availability of the Signal Services.
9.6.2 Signal Services are not designed, intended, or authorized for use in mission-critical, safety-of-life, or emergency applications where failure, interruption, or inaccuracy of positioning data could lead to personal injury, property damage, environmental damage, or financial loss.
9.6.3 Buyer acknowledges that it is solely responsible for implementing appropriate safeguards, redundancy, and operational procedures to mitigate potential service interruptions or inaccuracies.
9.7 Third-Party Infrastructure Dependency: Buyer acknowledges that the Signal Services rely on third-party infrastructure, including but not limited to satellite systems, telecommunications networks, internet connectivity, and external data services, which are outside the control of Nordian Inc. Nordian Inc. may suspend, limit, or terminate the Signal Services if any underlying third-party infrastructure provider suspends, terminates, restricts, or materially modifies the services upon which the Signal Services depend. Nordian Inc. shall not be liable for any interruption, delay, degradation, or unavailability of the Signal Services resulting from the failure, suspension, termination, or modification of such third-party infrastructure.
9.8 Geographic Availability and Territory of Use: Nordian Products and Signal Services are intended for use only within geographic regions where Nordian maintains active service coverage. For hardware devices that utilize PointPerfect correction services, availability currently includes the following regions: United States, Brazil, Argentina, Canada, and Europe, subject to the coverage areas defined by the PointPerfect network. For hardware devices that rely on integrated satellite communication provided by Nordian and third-parties, service availability is currently limited to the following countries: United States, Brazil, and Argentina. The Buyer acknowledges that the availability and performance of the Services are limited to Nordian’s active coverage areas. Signal Services may only function within Nordian’s current coverage area, as published and periodically updated on Nordian’s official coverage map available at: https://www.nordian.com/coverage-map. Nordian Inc. does not guarantee the availability, accuracy, or performance of the Services outside the supported countries or outside the areas indicated on the official coverage map. The Buyer agrees not to use, attempt to use, or represent the Services as available outside these authorized territories. Nordian Inc. shall not be liable for any failure, degradation, or unavailability of the Services resulting from use outside the supported geographic areas.
10. Third-Party Infrastructure and Connectivity Services
10.1 Ultralink services rely on infrastructure and connectivity services provided by third-party providers, including satellite communication network operators.
10.2 Such third-party infrastructure is not owned, controlled, or operated by Nordian Inc., and its availability, performance, coverage, and operational status are subject to the technical limitations, policies, and operational decisions of the respective third-party providers.
10.3 By purchasing or using Ultralink or any other Nordian service that depends on third-party infrastructure, the Buyer agrees to comply with all applicable third-party terms of use, policies, geographic availability limitations, and permitted use requirements including but not limited to the Starlink Terms of Service and Acceptable Use Policy, available at: https://www.starlink.com/legal/terms-of-service and https://www.starlink.com/legal/acceptable-use-policy as amended or updated from time to time.
10.4 Nordian Inc. shall not be responsible for service interruptions, delays, performance degradation, coverage limitations, suspension, or termination of service resulting from the operation, modification, suspension, restriction, or termination of such third-party infrastructure.
10.5 Without limiting the foregoing, access to Ultralink services may be suspended, restricted, or terminated if:
10.5.1 the Buyer or its end users breach these Terms or any applicable third-party usage requirements;
10.5.2 the Buyer or its end users engage in fraudulent, abusive, immoral, illegal, or unauthorized activities in connection with the use of the service;
10.5.3 applicable laws, regulations, governmental actions, or regulatory requirements restrict, prohibit, or render unlawful the provision or use of the connectivity services;
10.5.4 or a force majeure event, technical failure, regulatory restriction, or operational decision by the third-party infrastructure provider affects the availability of the service.
10.6 The Buyer acknowledges and agrees that Nordian Inc. does not control the operation of third-party connectivity infrastructure and shall not be liable for any interruption, degradation, limitation, or termination of Ultralink services resulting from actions or decisions taken by such third-party providers.
10. 7 To the extent that the Products incorporate components, software, or services provided by third parties, the Buyer acknowledges that Nordian Inc. provides only the warranty received from such third parties and passes it through to the Buyer without modification, available at Starlink Limited Warranty, as amended or updated from time to time.
11. Exclusion of Liability
11.1 To the maximum extent permitted by applicable law, the total cumulative liability of Nordian Inc. arising out of or relating to this Agreement shall not exceed:
11.1.1 for claims related to Products or Accessories, the total amount paid by the Buyer for the specific Product or Accessory giving rise to the claim; and
11.1.2 for claims related to Software or Signal Services, the total amount paid by the Buyer to Nordian Inc. for such Software or Signal Services during the twelve (12) months preceding the event giving rise to the claim.
11.2 In no event shall Nordian Inc. or its affiliates be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of use, loss of revenue, loss of profit, loss of data, or business interruption, even if Nordian Inc. has been advised of the possibility of such damages.
11.3 All exclusions, limitations of liability, and indemnities set forth in this Agreement, including those in Sections 6, 8, 10, and 11, shall apply regardless of the cause of action, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.
11.4 Except as otherwise required by applicable law, any claim arising out of or relating to this Agreement must be brought by the Buyer within one (1) year from the date the cause of action arose.
11.5 Nordian Inc. does not own, control, or operate the third-party infrastructure on which certain Signal Services depend. Nordian Inc. shall not be liable for any interruption, delay, degradation, suspension, or termination of the Services resulting from the failure, modification, restriction, or termination of such third-party infrastructure or services.
12. Data Protection and Privacy
12.1 The Purchaser's personal information will be handled by Nordian Inc. in accordance with Nordian Inc.'s Privacy Policy, available at: https://www.nordian.com/privacy-policy or upon request from Nordian Inc. Additionally, personal information may be disclosed to third parties, such as debt collection agencies, to facilitate Nordian Inc.'s efforts in recovering any outstanding debts owed by the Purchaser.
12.2 Purchaser acknowledges and agrees that certain Products or Services provided by Nordian Inc. may rely on infrastructure, connectivity services, software platforms, or data processing services operated by third-party providers. In connection with the provision, operation, support, or improvement of such Products or Services, certain technical, operational, or personal data may be processed, transmitted, or stored by such third-party providers.
12.3 Such third-party providers may include satellite connectivity providers such as Starlink. The processing of data by such providers is subject to their respective privacy policies and data protection terms, including the Starlink Privacy Policy available at: https://www.starlink.com/legal/privacy-policy as updated or amended from time to time.
12.4 By purchasing or using Nordian Products or Services, the Purchaser acknowledges and agrees that such data processing by third-party providers may occur and agrees to comply with any applicable third-party privacy policies, data protection requirements, or permitted-use conditions associated with such services.
13. Termination
13.1 Nordian Inc. may terminate this contract with immediate effect by notifying the Buyer in the following circumstances:
(a) Default: The Buyer fails to make any payment due under the terms of this contract.
(b) Breach: The Buyer fails to comply with or perform any term or condition of this contract, either in whole or in part.
(c) Financial Condition: The Buyer becomes insolvent, files for bankruptcy, or has bankruptcy, administration, reorganization, or assignment of assets for the benefit of creditors initiated against them.
14. Governing Law and Venue
14.1 This Agreement shall be construed in accordance with the laws of the State of Texas, United States of America. The conflict of laws rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods are expressly excluded from the application of this Agreement. In the event of a dispute related to this Agreement, the parties agree to submit to the exclusive jurisdiction of the courts of Texas, United States of America.
15. Amendments
15.1 This Contract may not be amended or modified except in writing and signed by an authorized representative of Nordian Inc. Oral representations, promises, and agreements relating to the Products, Accessories, Software, or Signal Services, including features, future enhancements, functionalities, or services covered by this Contract, shall have no legal effect unless reduced to writing and incorporated into this Contract.
16. Miscellaneous
16.1 Notices: All notices to be sent to Nordian Inc. under this Contract must be in writing and addressed to: 2301 W Anderson Ln, Austin, Texas, United States of America, 75787, with a copy sent to the email address connect@nordian.com. Notices must be delivered personally, by nationally recognized express courier, or by certified or registered mail (with return receipt requested, prepaid). Notices will be deemed effective upon receipt.
16.2 Surviving Provisions: Sections 5, 7, and 12 of this Contract, as well as any other provisions that by their nature should survive the expiration or termination of this Contract to ensure the realization of its purposes, shall remain in force following such expiration or termination.
16.3 Invalidity of Provisions: If any provision of this Contract is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect, invalidate, or render unenforceable any other provisions of the Contract. The parties agree to negotiate in good faith to amend the Contract so that the transactions contemplated are carried out as intended, to the greatest extent possible.
16.4 No Waiver: The failure or delay in exercising any rights, remedies, powers, or privileges under this Contract shall not be deemed a waiver of such rights. Moreover, any single or partial exercise of any right, remedy, power, or privilege shall not preclude any subsequent exercise of any other right, remedy, power, or privilege.
16.5 Assignment and Delegation: The Buyer may not assign, transfer, delegate, or subcontract any of its rights or obligations under this Contract without the prior written consent of Nordian Inc. Any attempt to assign, transfer, delegate, or subcontract in violation of this provision shall be deemed null and void.
16.6 Force Majeure: Nordian Inc. shall not be liable for any failure to perform its obligations under this Contract if such failure is due to an event beyond the control of Nordian Inc. that could not have been foreseen or avoided by Nordian Inc.
16.7 Relationship of the Parties: The parties are independent contractors and nothing in this Contract shall be construed as creating an agency, partnership, joint venture, employment, or fiduciary relationship between the parties.
16.8 Exclusivity: This Contract does not establish any exclusivity between the parties.
