Enrollment Partner Terms of Service

This Enrollment Partner Terms of Service Agreement (“Agreement”) governs your access to and use of the Landoption website, apps, APIs, and widgets (“Landoption’'). Please read these Terms carefully, and contact us if you have any questions. By accessing or using Landoption, you agree to be bound by these Terms, and our Privacy Policy.

RECITALS

WHEREAS, Landoption offers various initiatives, programs, and services designed to help landowners, operators, and other clients (collectively, “Clients”) access and participate in sustainability, regenerative agriculture, renewable energy, agricultural technology, and similar funding or assistance opportunities (collectively, “Programs”), whether these Programs are offered directly by Landoption or facilitated by Landoption through third-party funding sources;

WHEREAS, Landoption has expended considerable time, effort, and resources to develop proprietary methodologies, technical knowledge, software applications including a proprietary Enrollment Partner portal called Landoption Pro (hereinafter “Pro”), forms, questionnaires, and other intellectual property (collectively, “Landoption’s Intellectual Property”) to assist Clients in enrolling in and benefiting from such Programs;

WHEREAS, Landoption desires to expand the reach of its Programs and related services (“Landoption Services”) to more Clients within the United States;

WHEREAS, the Enrollment Partner has knowledge of and access to Clients who may benefit from Landoption’s Programs and Landoption Services, and desires to facilitate the introduction of such Clients to Landoption;

WHEREAS, the parties wish to establish standard terms for compensation based on Client enrollments and defined land use requirements that the Parties will communicate to landowners;

WHEREAS, to ensure consistency and prevent discrepancies between program descriptions and contractual obligations, the parties agree to define one or more Offers, communicated and agreed to through Pro;

WHEREAS, the parties seek to include a non-circumvention clauses to ensure the flourishing of Landoption as a viable information and enrollment channel for all Clients and Enrollment Partners;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:

1. ENGAGEMENT AND ACCEPTANCE

1.1 Engagement. During the Term of this Agreement and subject to its terms, Landoption engages the Enrollment Partner as an independent contractor to refer Clients to Landoption and to perform the services described herein (“Enrollment Partner Services”).

1.2 Enrollment Partner Services. The Enrollment Partner shall: (i) Market and promote Landoption’s Products and Services, hereinafter Offers (“Offers”) to Clients, using only Landoption’s approved marketing materials (“Marketing Materials”); (ii) Refer Clients to Landoption for the purpose of enrolling such Clients in Programs; (iii) Assist Clients in completing initial application documents, contracts, releases, questionnaires, and any other required forms for participation in the Programs (collectively, “Clients’ Initial Applications”); (iv) Submit Clients’ Initial Applications to Landoption via Landoption’s proprietary enrollment partner portal (“Pro”) or through a mutually agreed integration.

1.3 The Enrollment Partner shall use commercially reasonable efforts to identify and refer Clients to Landoption, and to perform the Enrollment Partner Services diligently and professionally.

1.4 Landoption shall furnish the Enrollment Partner with all necessary documents for each applicable Program, through specific terms in Offers on Pro. The Enrollment Partner agrees to use such documents in the form provided. Landoption may update or modify these documents at its discretion, and upon receipt of updated documents, the Enrollment Partner shall thereafter use only the updated versions.

1.5 During the Term, the Enrollment Partner may use Landoption’s name, trademarks, and logos solely for performing the Enrollment Partner Services as authorized herein and in accordance with Landoption’s branding guidelines. Landoption will provide the Enrollment Partner with Marketing Materials, and the Enrollment Partner will adhere strictly to these materials when representing the Programs.

1.6 The Enrollment Partner retains the exclusive rights to their referred Clients under the terms of this Agreement, unless and until a Client elects to engage a different Enrollment Partner, as evidenced by the submission of a referral to a new Program by another Enrollment Partner.

2. RELATIONSHIP OF THE PARTIES

2.1 Independent Contractor Status. This Agreement does not create an employer-employee relationship, joint venture, partnership, or agency relationship between the Parties. The Enrollment Partner acts as an independent contractor, and Landoption shall not be vicariously liable for the Enrollment Partner’s acts or omissions.

2.1.1 The Enrollment Partner is encouraged, but not required, to maintain errors and omissions (E&O) insurance to cover liabilities arising from their own acts or omissions. Landoption shall not be responsible for the acts or omissions of the Enrollment Partner.

2.2 The Enrollment Partner is not entitled to any Landoption benefits or coverage, including but not limited to medical, retirement, insurance, or paid leave. The Enrollment Partner is responsible for all taxes, withholdings, and expenses related to its operations and personnel.

2.3 All individuals the Enrollment Partner employs or contracts with to perform the Enrollment Partner Services are under its sole responsibility and control. The Enrollment Partner shall defend, indemnify, and hold Landoption harmless from any claims made by or on behalf of such individuals.

3. REPRESENTATIONS AND WARRANTIES

3.1 Enrollment Partner’s Representations. The Enrollment Partner represents and warrants that: (i) It has access to and knowledge of Clients who may benefit from the Offers. (ii) It has the resources and capability to perform the Enrollment Partner Services as required under this Agreement. (iii) It will comply with all applicable laws, regulations, and ordinances in performing its Services. (iv) Its entry into and performance under this Agreement does not breach any other agreement. (v) It is not subject to any judgments, claims, or actions that would impair its ability to perform under this Agreement.

3.2 Landoption’s Representations. Landoption represents and warrants that: (i) It will comply with all applicable laws, regulations, and ordinances in performing its obligations under this Agreement. (ii) It will use its commercially reasonable efforts to provide Offers to Clients referred by the Enrollment Partner. (iii) Its entry into and performance under this Agreement does not breach any other agreement. (iv) It is not subject to any judgments, claims, or actions that would impair its ability to perform under this Agreement.

4. LIMITATIONS AND NON-CIRCUMVENTION

4.1 Authorized Communications. The Enrollment Partner may not make any warranties, representations, or statements about Landoption, the Programs, or Offers other than those expressly contained in Landoption’s Marketing Materials or otherwise available in Pro.

4.2 No Authority to Bind. The Enrollment Partner is not authorized to bind Landoption to any agreement, contract, or obligation, nor to make any commitments on Landoption’s behalf.

4.3 Use of Intellectual Property. The Enrollment Partner shall not use Landoption’s Intellectual Property or Marketing Materials except for the limited purpose of performing the Enrollment Partner Services. The Enrollment Partner may not use Landoption’s Intellectual Property to seek or facilitate similar services from third parties without written consent from Landoption.

4.4 Non-Circumvention. During the Term of this Agreement and for a period of twelve (12) months following its termination or expiration, the Enrollment Partner shall not directly or indirectly: (i) Approach, engage, or contract with any Program sponsors, funding sources, or similar providers of Offers that Landoption sources, for the purpose of obtaining services, funding, or other benefits identical or substantially similar to those Offers found on Landoption, without Landoption’s prior written consent. (ii) Solicit, induce, or attempt to induce any Client introduced to Landoption by the Enrollment Partner to work directly with such Program sponsors or funding sources, thereby bypassing Landoption.

4.5 Non-Solicitation of Personnel. During the Term and for twelve (12) months thereafter, neither Party shall hire or solicit for employment any employee of the other Party without the other Party’s prior written consent.

4.6 Publicity. The Enrollment Partner may not issue any press release, public announcement, or otherwise disclose the existence of or terms of this Agreement without Landoption’s prior written approval, except as required by law.

5. Intellectual Property

5.1 Landoption Intellectual Property and Marketing Materials. Landoption retains sole and exclusive ownership of all right, title, and interest in and to Landoption’s Intellectual Property, including but not limited to its proprietary methodologies, techniques, software, systems, documents, forms, questionnaires, designs, trademarks, service marks, trade dress, trade secrets, copyrights, patents, know-how, and any marketing or promotional materials provided to the Enrollment Partner (collectively, “Marketing Materials”). Nothing in this Agreement conveys or transfers any ownership rights in Landoption’s Intellectual Property or Marketing Materials to the Enrollment Partner.

5.2 Limited License. Subject to the terms and conditions of this Agreement, Landoption grants the Enrollment Partner a limited, non-exclusive, non-transferable, revocable license to use Landoption’s Intellectual Property and Marketing Materials solely as necessary to perform the Enrollment Partner Services during the Term of this Agreement. The Enrollment Partner shall not modify, reverse-engineer, create derivative works of, or otherwise exploit Landoption’s Intellectual Property or Marketing Materials for any purpose not expressly authorized by Landoption.

5.3 Protection and Confidentiality. The Enrollment Partner shall use commercially reasonable measures to safeguard Landoption’s Intellectual Property and Marketing Materials from unauthorized use, disclosure, or access. The Enrollment Partner agrees not to disclose Landoption’s Intellectual Property to any third party except to its employees, agents, or representatives who have a need to know such information to perform the Enrollment Partner Services and who are bound by obligations of confidentiality at least as protective as those in this Agreement.

5.4 Return of Materials and Post-Term Obligations. Upon Landoption’s request or upon expiration or termination of this Agreement, the Enrollment Partner shall promptly return or securely destroy all copies of Landoption’s Intellectual Property and Marketing Materials in its possession or control. The Enrollment Partner’s obligations with respect to Landoption’s Intellectual Property and Marketing Materials shall survive expiration or termination of this Agreement for a period of five (5) years, or until such Intellectual Property and Marketing Materials become publicly known through no fault of the Enrollment Partner, whichever occurs first.

5.5 Remedies for Breach. In the event of any actual or threatened breach of this Section (Intellectual Property), Landoption shall be entitled, in addition to any other remedies it may have at law or in equity, to seek immediate injunctive and other equitable relief, without the necessity of posting a bond or proving actual damages.

6. INDEMNIFICATION

6.1 Enrollment Partner Indemnity. The Enrollment Partner shall defend, indemnify, and hold Landoption harmless from any claims, damages, or losses arising out of: (i) The Enrollment Partner’s breach of this Agreement. (ii) The Enrollment Partner’s negligence, fraud, or willful misconduct. (iii) The Enrollment Partner’s performance of the Enrollment Partner Services.

7. DATA 

7.1 Management of Data. The Parties acknowledge and agree that each Program may outline specific obligations and protocols related to data management, privacy, security, and related compliance in an Offer. These obligations will be managed through Pro.

7.2 Privacy Policy. You acknowledge that you have read, understood, and agree to be bound by our Privacy Policy, found here. Your continued access to and use of our services constitutes your agreement to our Privacy Policy.

8. COMPENSATION

8.1 Commission Rate. The Enrollment Partner shall receive commission from payments actually received by Landoption (“Landoption”) from any Client referred by the Enrollment Partner under this Agreement (“Commission”). The specific commission rate applicable to each Program will be outlined in the Offer as presented on Pro.

8.2 Platform Fee. To cover the costs of training, support, channel development, and access to Pro, the Enrollment Partner agrees to pay Landoption a monthly platform fee of $100 per user. This fee is due on the first business day of each month. Landoption reserves the right to deduct any unpaid platform fees from the Commission payable to the Enrollment Partner. If the Commission is insufficient to cover the platform fee, the Enrollment Partner will remain responsible for the outstanding balance, which must be paid within fifteen (15) days of notice from Landoption.

8.3 Timing of Payment. Landoption shall remit the Commission to the Enrollment Partner within fifteen (15) days after Landoption’s receipt of each applicable payment from the Program.

8.4 No Commission on Uncollected Funds. The Enrollment Partner shall only be entitled to a Commission on amounts actually received by Landoption from Programs. If Landoption does not collect payment, no Commission is owed.

8.5 Responsibility for Taxes. The Enrollment Partner shall be solely responsible for reporting and remitting all taxes arising out of or related to the Commission payments.

8.6 Exclusive Commission Right. The Enrollment Partner acknowledges that it is entitled to receive a Commission only for Qualified Transactions consummated with Clients it referred in accordance with this Agreement and for which it performed the Enrollment Partner Services.

(a) Definitions. For purposes of this Section: (i) “Qualified Transaction” means a transaction meeting all of the following criteria:

  • The Client was referred by the Enrollment Partner to Landoption under this Agreement;

  • The Enrollment Partner performed the Enrollment Partner Services with respect to that Client;

  • The Client had not been a client or customer of Landoption for at least one (1) year prior to the referral;

  • The Client had not been referred to Landoption by any other enrollment partner or referral source within the one (1) year prior to Landoption’s receipt of the referral.

(ii) “Revenues” means the cash proceeds actually and unconditionally earned and received by Landoption from the Program under a Qualified Transaction, less (a) any applicable taxes (e.g., sales, use, excise, value-added) imposed on such proceeds, and (b) any discounts, credits, adjustments, or refunds granted by Landoption to the Program.

(b) Rejection of Clients. Landoption reserves the right, in its sole discretion, to reject any Client for any reason or no reason at all. If any Client does not enter into a Qualified Transaction, the Enrollment Partner shall not be entitled to any Commission or other compensation for that referral.

(c) Taxes and Withholdings. The Enrollment Partner is responsible for reporting and paying all income, gross receipts, franchise, or similar taxes arising from the Commission it receives. Landoption may deduct or withhold any amounts required by applicable law. Any withheld amounts will be deemed paid to the Enrollment Partner for the purposes of this Agreement.

(d) Currency and Expenses. All Commissions will be paid in United States Dollars. Each Party bears its own costs and expenses incurred in performing its obligations under this Agreement unless otherwise agreed in writing.

(e) Renewals and Re-Authorizations. If a Client initially referred by the Enrollment Partner enters into a Qualified Transaction and subsequently renews or re-authorizes the same Program under substantially the same terms, and if (i) such renewed or re-authorized transaction occurs during the Term of this Agreement, (ii) the Revenues received by Landoption are derived from the same Programs originally provided to that Client, and (iii) at Landoption’s request, the Enrollment Partner continues to perform all applicable obligations and Enrollment Partner Services for that Client as set forth in Section 1.2, then the Enrollment Partner shall be entitled to receive a similar Commission on any additional Revenues received by Landoption from the Program for such renewed or re-authorized Program.

9. TERM AND TERMINATION

The term of this Agreement commences on the Effective Date of this Agreement and shall remain in force until terminated as provided under this Agreement (the "Term"). Either Party may provide written Notice of non-renewal with at least thirty (30) days notice.

10.1      Termination for Cause. Either Party may terminate this Agreement for cause, at any time, if the other Party is in default with respect to any provision of this Agreement and such failure or default continues unremedied for a period of ten (10) days after receipt of electronically mailed and/or written Notice thereof properly sent from the non-defaulting Party.  In addition to any remedies that may be provided in this Agreement, either Party may terminate this Agreement with immediate effect upon written Notice to the other Party, if the other Party:

(i)         fails to pay any amount when due under this Agreement and such failure continues for forty-five (45) days after the other Party's receipt of written Notice of nonpayment;

(ii)        becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

10.2      Consequences of Termination. Upon termination or expiration of this Agreement for any reason, Enrollment Partner shall cease providing the Enrollment Partner Services, each Party shall promptly return to the other Party all confidential information and intellectual property, including but not limited to Landoption’s Intellectual Property and Marketing Materials and all copies thereof; or, at the disclosing Party's written request, erase/delete or destroy any such confidential information held by a Party. If Enrollment Partner breaches this Agreement or terminates this Agreement, Enrollment Partner forfeits any right to any Commissions that have not yet been paid by Landoption

10.3      Survival. Notwithstanding termination of this Agreement and/or anything to the contrary, the provisions of Sections 2, 4, 5, 6, 7 and 11 shall survive termination of this Agreement.

11. MISCELLANEOUS

11.1 Notices. All notices, requests, consents, claims, demands, waivers, summonses, and other legal processes, and other similar types of communications hereunder (each, a "Notice") must be in writing and where possible submitted through Pro. All Notices outside of Pro must be delivered by email.

A Notice is effective only: (i) Upon receipt by the receiving Party; and (ii) If the Party giving the Notice has complied with the requirements of this section.

11.2 Governing Law; Venue. This Agreement and all matters arising out of or relating to this Agreement are governed by, and construed in accordance with, the laws of the State of Nebraska, without regard to its conflict of laws provisions. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Lincoln, Nebraska, and waive any objection to venue or forum in such courts.

11.3 Assignment and Subcontracting.

(a) Subcontracting by Enrollment Partner. The Enrollment Partner may subcontract the performance of its obligations under this Agreement to third parties ("Subcontractors"), provided that: (i) The Enrollment Partner remains fully responsible and liable for the performance of its Subcontractors and their compliance with the terms and conditions of this Agreement; (ii) Any Subcontractor engaged by the Enrollment Partner is bound by confidentiality and non-circumvention obligations at least as protective as those set forth in this Agreement.

(b) Prohibition on Assignment. The Enrollment Partner shall not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement to any third party without the prior written consent of Landoption. Any purported assignment, transfer, delegation, or disposal in violation of this provision shall be null and void.

(c) Landoption’s Right to Assign. Landoption may assign, transfer, delegate, or otherwise dispose of its rights or obligations under this Agreement at any time without the Enrollment Partner's consent. This Agreement will inure to the benefit of and be binding upon each of the Parties and their respective permitted successors and assigns.

11.5 No Waiver. Neither Party's failure to exercise any right, power, or privilege under this Agreement shall operate as a waiver of such right, power, or privilege, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege.

11.6 Severability. If any term or provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid and enforceable provision that most closely reflects the Parties' original intent.

11.7 Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted electronically (including by PDF or other electronic imaging) shall be deemed valid and binding to the same extent as original signatures.

12. ADDITION OF NEW PROGRAMS

12.1 Introduction of New Programs

Landoption will from time to time introduce additional Programs or Offers under this Agreement at any time during the Term.

12.2 Provision of Materials

For each Offer, Landoption shall provide the Enrollment Partner with the relevant Enrollment Agreement (or other enrollment documentation), along with any updated Marketing Materials, application forms, or guidelines necessary for the Enrollment Partner’s performance of the Enrollment Partner Services.

12.3 Adjusted Commission Rates and Structures

At the time an Offer is introduced, the Parties may agree to different commission rates, commission structures, payment schedules, performance thresholds, or other financial terms than those set forth in Section 8 of this Agreement. Such modifications shall be documented and agreed to by authorized representatives of both Parties in Pro and shall govern the Enrollment Partner’s compensation solely with respect to that Offer.

12.4 Applicability of Main Agreement Terms

Except as expressly modified in writing pursuant to Section 12.3 above, all other terms and conditions of this Agreement shall continue to apply to each Offer. If there is any conflict between the provisions of this Agreement and those of any written amendment for a particular Offer, a written amendment shall control only as to that specific Offer.

12.5 Continued Performance

Unless otherwise agreed, the introduction of an Offer shall not affect any existing Programs or the Enrollment Partner’s obligations and compensation structures already in place under this Agreement.

13. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms not defined herein shall have the meanings ascribed to them elsewhere in this Agreement or as otherwise provided in applicable law.

  1. “Offer” means any document labeled as such, including from time to time the Services, Compensation, Data Management and Privacy Requirements, or Enrollment Agreement, setting forth additional protocols and requirements for financial, data handling, privacy, security, and other related obligations.

  2. “Client” means any current or potential Client that enters into a Qualified Transaction with Landoption, whether directly or through renewal, re-authorization, or any similar continued engagement.

  3. “Commission” means the fee payable to the Enrollment Partner in accordance with Section 8 of this Agreement, calculated as at rate specified in the Offer.

  4. "Programs" means all sustainability, regenerative agriculture, renewable energy, agricultural technology, and similar funding or assistance opportunities offered by Landoption directly or facilitated by Landoption through third-party funding sources. This includes, but is not limited to, initiatives, grants, subsidies, and other financial or technical assistance programs designed to support landowners, operators, and other Clients.

  5. "Landoption Services" refers to the suite of services provided by Landoption in connection with the Programs, including consultation, training, application assistance, data management, and any other services necessary to facilitate the enrollment and participation of Clients in the Programs.

  6. "Clients" means landowners, land operators, growers, agricultural advisors, and any other individuals or entities that may benefit from Landoption's Programs and Landoption Services.

  7. "Clients’ Initial Applications" refers to all initial documentation required for a Client to enroll in a Program, including but not limited to application forms, contracts, releases, and questionnaires, as defined in the Offer.

  8. "Marketing Materials" encompasses all promotional and informational materials provided by Landoption to the Enrollment Partner for the purpose of marketing and promoting the Programs and Landoption Services. This includes brochures, flyers, digital content, presentations, and any other materials approved by Landoption.

  9. "Enrollment Partner Services" means all services to be performed by the Enrollment Partner under this Agreement, including marketing and promotion of the Programs, referral of Clients, assistance with Clients’ Initial Applications, and submission of such applications to Landoption.

  10. "Pro" refers to Landoption's proprietary web-based platform through which the Enrollment Partner submits Clients’ Initial Applications and accesses related tools and resources.

  11. "Qualified Transaction" means a transaction between a Client and a Program.

  12. "Revenues" means the cash proceeds actually and unconditionally earned and received by Landoption from a Program under a Qualified Transaction, less:

    • Any sales, use, excise, value-added, or similar taxes imposed on Landoption with respect to such proceeds;

    • Any discounts, credits, adjustments, or refunds provided by Landoption to the Client or Program.

  13. "Enrollment Agreement" refers to the binding or non-binding agreement between a Program and a Client that governs the terms and conditions of the landowner's participation in a Program. 

  14. "Confidential Information" includes all non-public information disclosed by one Party to the other Party, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, strategies, financial information, technical data, and proprietary materials.

  15. "Subcontractors" means any third parties (including individuals or business entities) to whom the Enrollment Partner delegates or outsources any of its obligations or duties under this Agreement, in accordance with Section 11.4(a).