Landoption - Program Enrollment Services Agreement

Effective Date: May 5, 2025
Last Updated: May 5, 2025

This Program Enrollment Services Agreement ("Agreement") is entered into by and between Landoption, Inc. , a Delaware Corporation ("Landoption") and the entity identified as the Program User during the Offer Listing setup process on the Landoption Platform ("Program User"). The effective date of this Agreement ("Effective Date") is the date the Program User accepts this Agreement as described in the Acceptance section below.

RECITALS

A. Landoption operates the Landoption Platform ("Platform") connecting Program Users and Enrollment Partners ("EPs") to facilitate Landowner enrollment in land use programs.

B. Program User maintains an account on the Platform and wishes to designate its program, identified in Annex A, as an "Offer Listing" to utilize enhanced Platform features and incentivize EPs.

C. Use of the Platform is governed by the Landoption Platform Terms of Use accepted by the Program User ("Platform Terms of Use"), available at https://www.landoption.com/terms-of-use and incorporated herein by reference.

D. This Agreement sets forth the specific terms and conditions under which the Program User agrees to pay Platform Commissions to Landoption for Verified Enrollments associated with the designated Offer Listing, supplementing the Platform Terms of Use.

E. Program User acknowledges that its use of the Platform and participation in the activities contemplated by this Agreement are subject to the general principles and obligations set forth in the Platform Terms of Use, including but not limited to those concerning non-exclusivity, non-circumvention, and data ownership and usage.

ACCEPTANCE

By clicking 'Accept', 'Agree', or a similar button or checkbox presented in conjunction with this Agreement during the Offer Listing setup process on the Platform, Program User agrees to be legally bound by the terms and conditions of this Agreement, including the specific terms populated in Annex A based on Program User's selections on the Platform, and the requirements provided by Program User for Annex B. Program User represents and warrants that the individual accepting this Agreement has the authority to bind the Program User entity.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Incorporation of Platform Terms of Use. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Platform Terms of Use. The Platform Terms of Use are incorporated by reference into this Agreement. In the event of a direct conflict between this Agreement and the Platform Terms of Use regarding the specific Platform Commission obligations for the Offer Listing identified below, the terms of this Agreement (including its Annexes) shall prevail solely with respect to such specific obligations.

2. Offer Listing Designation and Maintenance.

2.1 Listing Status Maintenance. Program User agrees to maintain the Designated Offer Listing information accurately on the Platform, including its capacity to accept new Landowner enrollments. If the Program User is unable or unwilling to accept further Verified Enrollments for the Designated Offer Listing for any reason (e.g., funding capacity reached, program paused), Program User shall promptly update the status of the Designated Offer Listing on the Platform accordingly (e.g., pausing the listing, indicating capacity reached, or deactivating the Offer Listing status). Program User acknowledges that failure to maintain accurate listing status may result in continued facilitation efforts by EPs or submissions via the Platform for which Program User may still incur Platform Commission obligations if otherwise verified according to the terms herein.
2.2 Designation. Program User hereby elects to designate the Program identified in Annex A as a Offer Listing effective as of the Effective Date (the "Designated Offer Listing").

3. Platform Commission Obligation. In accordance with Section 5.2 and Section 6.1 of the Platform Terms of Use, Program User agrees to pay Landoption the Platform Commission, calculated as specified in Annex A below, for each Verified Enrollment (as defined in Annex A) into the Designated Offer Listing that is facilitated through the Platform during the Term of this Agreement.

4. Platform Commission Schedule. The specific Platform Commission rate/structure, the precise definition of a "Verified Enrollment" triggering the commission, and the payment terms applicable to the Designated Offer Listing are set forth in Annex A (Platform Commission Terms for Designated Offer Listing), attached hereto and incorporated herein by reference. The terms in Annex A reflect the selections made by the Program User via the Platform during the Offer Listing setup process.

5. Verification Process. Landoption will utilize Platform data, reporting tools, and potentially information provided by Program User and/or EPs (as mutually agreed or specified in the verification criteria within the definition of "Verified Enrollment" in Annex A) to track and verify enrollments eligible for Platform Commissions. Program User agrees to cooperate reasonably with Landoption to resolve any discrepancies in enrollment data. Furthermore, upon notification via the Platform or otherwise that an enrollment potentially meeting the "Verified Enrollment" criteria (as defined in Annex A) has been submitted for review, Program User shall review and either confirm or dispute such enrollment via the Platform within fifteen (15) business days (Monday through Friday, excluding U.S. federal holidays). A dispute must be accompanied by reasonable supporting evidence or justification. If the Program User fails to reasonably dispute the enrollment within this timeframe, the enrollment shall be deemed confirmed and verified by the Program User for the purpose of calculating Platform Commissions due under this Agreement.

6. Annex B: Landowner Agreement Requirements. Attached hereto as Annex B and incorporated herein are the specific requirements, terms, or the template document ("Landowner Agreement Requirements") that must be met or executed by a Landowner to constitute part of a Verified Enrollment (as defined in Annex A) for the Designated Offer Listing. For clarity, the final agreement executed between the Program User and the Landowner based on these Landowner Agreement Requirements is solely between those two parties; neither Landoption nor any Enrollment Partner are parties to such Landowner Agreement. Program User represents and warrants that Annex B accurately reflects the necessary terms for enrollment and that Program User has the right to provide and utilize these requirements. Program User is solely responsible for the content and legal sufficiency of the Landowner Agreement Requirements provided in Annex B, and warrants that such requirements comply with all applicable laws and regulations. Program User may propose updates to the Landowner Agreement Requirements in Annex B by providing written notice to Landoption, including the proposed revised Annex B. No update shall be effective unless and until agreed upon in writing by both parties or confirmed through a designated process on the Platform, if available. Landoption shall not unreasonably withhold agreement to updates that do not materially affect the verification process or Landoption's rights.

7. Shared Commissions. Program User acknowledges that Landoption, at its sole discretion, may use Platform Commissions collected hereunder to fund Shared Commissions potentially payable to eligible EPs, as governed by the Platform Terms of Use. This Agreement solely governs the Platform Commission payment obligation from Program User to Landoption.

8. Term and Termination. This Agreement shall commence on the Effective Date and shall remain in effect for as long as the Program User designates the Program identified in Annex A as an Offer Listing on the Platform (the "Term"). Termination of this Agreement shall be governed by the termination provisions set forth in the Platform Terms of Use regarding the User's account or the status of the Offer Listing. Obligations to pay Platform Commissions for Verified Enrollments occurring or initiated during the Term shall survive termination.

9. Program User Representations and Warranties. In addition to any representations and warranties made in the Platform Terms of Use, Program User represents and warrants that: (a) it has all necessary rights, authority, licenses, and funding required to offer the Designated Offer Listing as described on the Platform and in Annex B; and (b) it has the financial capacity and authority to fulfill all obligations under this Agreement, including the timely payment of all Platform Commissions specified in Annex A.

10. Audit Rights. During the Term and for one (1) year thereafter, Landoption or its designated representative shall have the right, upon reasonable prior written notice (at least ten (10) business days) and during Program User's normal business hours, to audit Program User's records directly related to Landowner enrollments for the Designated Offer Listing solely for the purpose of verifying the accuracy of Verified Enrollments reported and Platform Commissions payable under this Agreement. Any such audit shall be conducted in a manner that minimizes disruption to Program User's business operations. If an audit reveals an underpayment of Platform Commissions by more than five percent (5%), Program User shall promptly pay the deficiency and reimburse Landoption for the reasonable costs of the audit.

11. Miscellaneous. This Agreement, together with the Platform Terms of Use and Annex A and Annex B, constitutes the entire agreement between the parties with respect to the specific subject matter hereof (Platform Commissions for the Designated Offer Listing) and supersedes all prior agreements or understandings. This Agreement shall be governed by the laws specified in the Platform Terms of Use. Any amendments must be in writing and signed by both parties (or accepted electronically via the Platform if offered by Landoption). Notices shall be provided as set forth in the Platform Terms of Use.

ANNEX A

PLATFORM COMMISSION TERMS FOR DESIGNATED OFFER LISTING

This Annex A details the specific Designated Offer Listing and the Platform Commission structure applicable to it, based on the selections made and confirmed by the Program User via the Platform interface during the Offer Listing setup process. All monetary amounts are in United States Dollars (USD) unless otherwise specified.

A.1. Designated Offer Listing:

Program Name: [Program Name as listed on Platform - populated dynamically or referenced]

Public Listing Information: [Public information about the program as listed and required on Platform including but not limited to information such as Program Description, Enrollment Dates, Application Deadlines, Financial Incentives, Requirements of the Landowner etc. to be shared with and utilized by EP’s.

Listing Name:
Program Name:
Verified Status:
Status:
Listing ID:
Description:
Technical Assistance Provided: Enrollment Start:
Enrollment End:
Application Deadline:
Minimum Acreage:
Maximum Acreage:
Program Term Length:
Requirements from Landowners:
Financial Incentives:
Payment Structure Type:
Audience:
Current Practices:
Adopted Practices:
Enrollment Area Geographic Data:
Educational or Promotional Materials:

A.2. Commission Rate/Structure:

[The specific Commission Rate/Structure selected by Program User via the Platform will be displayed here in the final accepted Agreement.

This will be based on one of the structures selected during the Offer Listing setup process. Examples of potential structures available for selection via the Platform include, but are not limited to:)

Example Structure 1 (Percentage): [Selected Percentage]% of [Selected Basis, e.g., first-year Landowner payment].
Example Structure 2 (Per Unit): $ [Selected Amount] per [Selected Unit, e.g., enrolled acre].
Example Structure 3 (Flat Fee): $ [Selected Amount] flat fee per Verified Enrollment.
Example Structure 4 (Tiered/Other): [Description of custom/tiered structure as configured and selected on the Platform]. ]

A.3. Definition of "Verified Enrollment":

Verified Enrollment Trigger Event: [The specific definition of the Verified Enrollment trigger event—as selected or confirmed by the Program User via the Platform—along with the corresponding data requirements and/or activities to be completed by the Enrollment Partner (EP) in order to satisfy the applicable Terms and Conditions for commission eligibility through Landoption, shall be detailed in the final, accepted Agreement. This definition shall reference and incorporate Annex B, where applicable.]

[Example Format:

“Verified Enrollment shall be deemed to occur when:

(i) the Landowner has executed the Landowner Agreement and satisfied the requirements set forth in Annex B;

(ii) the Enrollment Partner has submitted all required data, including [insert Landoption Standard Data and any Custom Data Requirements], and completed the following activities: [insert list of required activities that Enrollment Partner should conduct during eachLandoption Enrollment Pathway Step];

New: During initial identification of potential enrollee
Screening: Assessing whether or not the potential enrollee could qualify for the program, culminating with presentation to customer.
Qualifying: Conducting remaining activities to meet verified enrollment trigger event.
Negotiating: Data is sent to Program through Landoption pending acceptance and final enrollment.
Closed Won: Customer is successfully enrolled in Program
Closed Lost: Customer opts out of or is rejected for enrollment during any point of the process.

and (iii) such execution and submission are confirmed through the Platform in accordance with section 5 of this agreement.”)”]

A.4. Payment Terms:

Platform Commissions are due and payable by Program User to Landoption within thirty (30) calendar days following the date an enrollment is confirmed as a Verified Enrollment via the Platform pursuant to Section 5 of this Agreement. Landoption shall issue invoices for Platform Commissions due.

ANNEX B

LANDOWNER AGREEMENT FOR VERIFIED ENROLLMENT

[Instructions:

Program User must attach, upload, or specify via the Platform the agreement document that the Landowner is required to sign for enrollment in the Designated Offer Listing, as referenced in Annex A. This content is provided by the Program User.]

[ Content Provided by Program User via Platform ]