Program Partner Terms of Service

Landoption Program Enrollment Terms of Service Agreement

This Program Enrollment Services Terms of Service Agreement (“Agreement”) governs your access to and use of the Landoption website, apps, APIs, and services (“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 found here.

WHEREAS, the Program seeks to enroll landowners in one or many programs it offers;

WHEREAS, Landoption connects landowners and producers with programs through a network of Enrollment Partners;

WHEREAS, the Program desires to engage Landoption to assist in enrolling landowners into the Program to further its objectives;

WHEREAS, Landoption agrees to provide enrollment services under the terms and conditions set forth in this Agreement, including the facilitation of landowner signups and relationship management;

WHEREAS, the parties wish to establish standard terms for compensation based on landowner signups and defined land use requirements that Landoption 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 Landoption Pro, hereinafter referred to as “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 landowners and producers;

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

1. Purpose

The purpose of this Agreement is to establish the terms and conditions under which Landoption will provide enrollment services to facilitate the inclusion of eligible landowners into the Program, thereby supporting the Program's land use objectives and providing the agreed compensation for services to Landoption.

2. Definitions

As used in this Agreement, the following capitalized terms shall have the meanings set forth below. Other terms may be defined elsewhere in this Agreement, and such definitions shall apply throughout this Agreement unless otherwise stated:

2.1 "Agreement" means this Landoption Program Enrollment Services Agreement, including all Annexes (including Annex A), exhibits, schedules, amendments, and written modifications hereto.

2.2 "Offer" means the binding or non-binding information and process, setting forth the terms and conditions under which landowners enroll in the Program.

2.3 "Confidential Information" has the meaning given in Section 7.1, and generally refers to all non-public, proprietary, or sensitive information disclosed by one Party to the other in connection with this Agreement.

2.4 "Effective Date" means the date set forth above as the date of execution of this Agreement, on which this Agreement becomes effective.

2.5 "Enrollment Data" means all data (including personally identifiable information, property details, enrollment records, and other relevant materials) collected by Landoption in connection with enrolling landowners into the Program and administering this Agreement. This includes, but is not limited to, landowner identification, property descriptions, enrollment status, contact details, and any additional data reasonably necessary to perform or evaluate the Enrollment Services.

2.6 "Enrollment Partner" means any third-party enrollment provider, contractor, local dealer, consultant, or other intermediary introduced or engaged by Landoption to assist with identifying, recruiting, or enrolling landowners into the Program, as defined in Section 12.1.

2.7 "Enrollment Services" means all activities undertaken by Landoption to facilitate the enrollment of landowners into the Program, including but not limited to outreach, distribution of the Landowner Agreement, explanation of terms to landowners, and assistance with completing and executing the Landowner Agreement, as described in Section 3.

2.8 "Force Majeure" refers to events beyond a Party’s reasonable control that prevent or delay performance under this Agreement, as described in Section 15.1, including but not limited to acts of God, natural disasters, acts of war, terrorism, civil unrest, strikes, lockouts, or governmental actions.

2.9 "Initial Term" means the initial duration of this Agreement as specified in Section 13.1.

2.10 "Landowners" means individuals, including fee title landowners, producers, tenants or other entities owning or operating on land that is eligible for enrollment in the Program, who may legally enter into an Agreement to participate in the Program’s land use initiatives.

2.11 "Material Breach" means a breach of this Agreement that substantially defeats the purpose of the Agreement or significantly impairs a Party’s benefits or rights under this Agreement, as described in Section 13.2(b).

2.12 "Landowner Agreement" means any binding or nonbinding agreement, such as a term sheet, letter of intent, or interest-confirmation signup form, mutually agreed upon by the Parties in Pro for certain prospective landowners, as described in Section 5.5.

2.13 "Party" or "Parties" means, individually, the Program or Landoption and, collectively, the Program and Landoption.

2.14 "Program" means as defined in the header of the Agreement where the Parties are established.

2.15 “Pro” refers to the software portal provided by Landoption to Programs and Enrollment partners through which Offers, processes, and data are managed.

2.16 "Renewal Term" means each successive [one (1) year or other specified period] renewal period following the Initial Term, as described in Section 13.1.

2.17 “Subcontractor” means any third party retained by Landoption to perform or assist with its obligations under this Agreement, including but not limited to local dealers, data management providers, or Enrollment Partners, as further outlined in Section 3.1.4.

2.18 "Term" means the Initial Term together with any applicable Renewal Terms during which this Agreement is in effect, as defined in Section 13.1.

All other capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Sections where they first appear or as commonly understood in the context in which they are used.

3. Scope of Work

3.1 Landoption’s Responsibilities. Subject to the terms and conditions of this Agreement, Landoption shall, during the Term:

3.1.1 Promotion and Outreach. From time to time, identify and engage prospective landowners eligible under the Program’s criteria, and utilize only those Program-approved promotional materials and communications that the Program provides or approves in writing. For the avoidance of doubt, if Landoption fails to secure applicable commitments by landowners pursuant to this agreement such failure does not constitute breach of this Agreement by Landoption.

3.1.2 Enrollment Facilitation. Ensure that each prospective landowner receives the Offer in its entirety, explain the material terms and conditions thereof to such landowner, and assist such landowner in completing the steps outlined in the Offer.

3.1.3 Subcontracting. Landoption may subcontract any of its obligations under this Agreement to duly qualified third parties, including enrollment partners, local dealers and data management providers, provided that (a) Landoption remains responsible for the performance of its Subcontractors and their compliance with this Agreement; and (b) Landoption provides the Program with Subcontractor’s identity.

3.2 Program’s Responsibilities. Subject to the terms and conditions of this Agreement, the Program shall, during the Term:

3.2.1 Provision of Materials. Furnish Landoption with all necessary and current promotional materials, including any brochures, digital content, or other communications tools that accurately reflect the Program’s requirements and objectives pursuant to the Offer in a form approved by the Program and suitable for distribution to prospective landowners.

3.2.2 Training and Support. Provide reasonable training, guidance, and written instructions to Landoption’s personnel as needed to ensure that Landoption and its Subcontractors clearly understand the Program’s eligibility criteria, enrollment process, and compliance standards. The Program shall remain available to respond promptly to Landoption’s reasonable requests for clarification or additional guidance.

3.2.3 Approval Rights. Retain the exclusive right, in its sole discretion, to approve or reject any landowner enrollment. The Program shall advise Landoption within the acceptance timeline as dictated the Offer as to whether a prospective landowner is approved or rejected and shall provide any necessary instructions to address identified deficiencies.

3.2.4 Updates and Amendments. From time to time, the Program may terminate, update, or replace the Offer by providing Landoption with written notice and a revised version of the Offer via Pro. Such updated or replaced Offer shall take effect upon the Parties’ mutual written acknowledgement. The Landoption shall thereafter use only the updated version of the Offer for enrolling new landowners.

3.2.5 Additional Program Obligations. Upon Landoption’s reasonable request, consider in good faith the provision of such additional information, resources, or assistance as may be necessary to facilitate effective enrollment efforts, provided that the Program shall not be obligated to incur material additional expense or operational burden beyond that contemplated by this Agreement.

3.3 Ongoing Cooperation. The Parties acknowledge that timely communication, cooperation, and mutual good faith efforts are essential for the successful implementation of this Agreement. Each Party shall promptly notify the other of any material issues affecting the enrollment process and shall use commercially reasonable efforts to resolve such issues in a manner consistent with the purposes and objectives of this Agreement.

4. Terms of Land Use

4.1 Incorporation of Offers. All specific terms, conditions, restrictions, obligations, and requirements regarding land use practices, landowner responsibilities, duration of land use commitments, and any monitoring or compliance protocols are exclusively set forth in the Offer. The terms of the Offer shall control in all respects over any summaries, descriptions, or other references to such requirements contained in this Agreement or otherwise communicated by the Parties.

4.2 Offer Controls. In the event of any conflict, ambiguity, or inconsistency between the terms of this Agreement and those set forth in an Offer with respect to the land use requirements and related obligations, the terms of the Offer shall govern and be binding upon the Parties and all enrolled landowners.

5. Inclusion and Modification of an Offer

5.1 No Alteration Without Consent. Landoption shall not modify, supplement, alter, or deviate from the Offer, in whole or in part, without the prior written consent of the Program.

5.2 Replacement of an Offer. The Program may from time to time replace an Offer with a revised or alternative Offer. Any such replacement shall be effective only if documented by in Pro and acknowledged by both Parties. Once so amended, the newly adopted Offer shall be deemed the Offer for all purposes hereunder and shall thereupon control all subsequent landowner enrollments.

5.3 Notices and Contact Person. Any request, notice, or consent required or permitted under this Section 5, including requests to replace or amend an Offer, shall be delivered through Pro, in accordance with the notice provisions set forth this Agreement.

Any updates to the Offer, confirmed in writing by Landoption, shall be deemed to have been properly delivered.

5.4 Purpose. The Offer and the requirement that all enrolled landowners are presented the Offer without unauthorized modification, ensures that enrolled landowners receive the exact terms and conditions governing their participation in the Program. This arrangement avoids inconsistencies or misunderstandings between verbal or written summaries provided by Landoption and the binding contractual obligations required by the Program.

5.5 Nonbinding Landowner Agreement(s). The Parties acknowledge that they may mutually agree in writing to utilize, in lieu of an Offer, a Nonbinding Landowner Agreement such as a term sheet, letter of intent, or interest-confirmation signup form for certain prospective landowners. The use of any nonbinding agreement shall not alter, reduce, or otherwise affect the responsibilities, compensation, or other obligations of either Party as set forth in this Agreement. For the avoidance of doubt, Landoption’s compensation entitlement and performance obligations, as well as the Program’s rights and remedies, shall remain fully enforceable and unchanged notwithstanding the nonbinding nature of any such potential Offer.

6. Compensation and Payment Terms

6.1 Compensation Structure

6.1.1 Per-User Compensation

All users of Landoption Pro are required to pay a monthly subscription fee of $100. This fee grants access to the services and features provided by Landoption Pro (“Pro”) and is billed in advance on a monthly basis. Users must provide valid payment information and ensure funds are available for processing the subscription fee each billing cycle. Failure to remit payment may result in suspension or termination of access to Landoption Pro services. The subscription fee is subject to applicable taxes and adjustments, as permitted by law. Landoption retains the right to modify the fee upon providing advance written notice to users in accordance with the governing terms of service.

6.1.2 Per-Unit Commission

Programs agrees to pay a commission to Landoption based on the rate specified in the Offer provided and accepted by the Program (the "Commission Rate"), for all accepted enrollments, acres, or items, as provided under this Agreement and subject to any relevant payment or acceptance requirements in the Offer. All commission payments are subject to applicable taxes and deductions as required by law. All invoicing procedures, acceptance criteria, and deadlines for payment are governed by the applicable sections of this Agreement. The Program shall not withhold, offset, or otherwise reduce any amounts owed, except as expressly required by law or as otherwise set forth herein.

6.1.2 Additional Compensation

The Parties may, upon mutual written agreement, establish additional incentives or performance bonuses tied to specific enrollment thresholds or metrics, which shall be documented in a written amendment to this Agreement.

6.2 Invoicing and Payment

6.2.1 Landoption shall submit invoices to the Program on a monthly basis.

6.2.2 The Program shall pay all undisputed amounts within 15 days after receipt of Landoption’s invoice. If the Program disputes any portion of an invoice, it shall provide written notice to Landoption within 10 days of receipt, specifying the nature of the dispute. The Parties shall endeavor in good faith to resolve any such dispute within a reasonable time. The Program shall timely pay any undisputed portions of the invoice.

6.2.3 All payments shall be made via electronic funds transfer, wire transfer, or the specified method to the account designated in writing by Landoption.

6.3 Taxes and Withholdings

6.3.1 The Program shall be responsible for all taxes, levies, duties, or other charges arising out of or related to the compensation paid under this Agreement, including but not limited to any withholding or remittance obligations. In the event that the Program is required by applicable law to withhold or deduct any amounts from payments due to Landoption, the Program shall increase such payment so that, after making all required deductions or withholdings, Landoption receives an amount equal to the full amount that would have been received had no such deduction or withholding been required.

6.4 No Setoff

6.4.1 Except as otherwise required by applicable law or as expressly agreed in writing by the Parties, the Program shall not withhold, set off, or deduct any amounts allegedly owed by Landoption from any payments due to Landoption hereunder.

7. Confidentiality

7.1 Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with this Agreement, whether disclosed orally, in writing, electronically, or by any other means, and which is identified as “confidential” at the time of disclosure or should reasonably be understood by the Receiving Party to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, Confidential Information includes, but is not limited to, the Program’s proprietary methodologies and strategies, landowner information, business plans, pricing, data, financial information, intellectual property, technical information, and any other proprietary materials. Confidential Information remains the property of the Disclosing Party.

7.2 Confidentiality Obligations. The Receiving Party shall (i) keep all Confidential Information strictly confidential, using at least the same degree of care that it uses to protect its own confidential information (but in no event less than a reasonable degree of care); (ii) use such Confidential Information solely for the purposes of fulfilling its obligations under this Agreement; and (iii) not disclose such Confidential Information to any third party except to those employees, Subcontractors, advisors, or representatives who have a need to know such information in order to perform under this Agreement and who are subject to confidentiality obligations no less stringent than those set forth herein.

7.3 Exclusions. Confidential Information shall not include information that (i) is or becomes publicly available through no act or omission of the Receiving Party; (ii) is already known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is lawfully obtained by the Receiving Party from a third party without restriction on disclosure and without breach of a confidentiality obligation; or (iv) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.

7.4 Required Disclosures. In the event the Receiving Party is required by applicable law, judicial order, or governmental regulation to disclose any Confidential Information, the Receiving Party shall, to the extent legally permissible, promptly notify the Disclosing Party in writing and cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy. If such remedy is not obtained, the Receiving Party shall disclose only such Confidential Information as is legally required, and shall use commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

7.5 Duration of Confidentiality Obligations. The obligations of confidentiality set forth in this Section 7 shall survive the expiration or termination of this Agreement for a period of two (2) years thereafter, or such longer period as may be required by applicable law.

8. Limitation of Liability

8.1 Exclusion of Implied Terms. This Agreement sets forth the full extent of the Parties’ respective obligations and liabilities in respect of the subject matter hereof. Except as expressly set forth in this Agreement, no conditions, warranties, representations, or other terms shall be implied into this Agreement, whether by statute, common law, or otherwise, and any such implied terms are hereby excluded to the maximum extent permitted by law.

8.2 Indirect and Consequential Damages. Except as expressly provided otherwise in this Agreement, neither Party shall be liable under or in connection with this Agreement for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, including but not limited to loss of income, loss of profits, or loss of contracts, howsoever arising and whether caused by tort (including negligence), breach of contract, or otherwise, even if such damages were foreseeable or the Party was advised of the possibility of such damages.

8.3 Exceptions. Nothing in this Agreement shall exclude or limit either Party’s liability for (i) fraud; (ii) willful misconduct or intentional harm; (iii) death or personal injury caused by that Party’s negligence; (iv) gross negligence; or (v) any other liability that cannot be excluded or limited under applicable law.

8.4 Aggregate Liability Cap. Subject to Section 8.3, Landoption’s aggregate liability under or in connection with this Agreement shall not exceed the total amount of compensation paid to Landoption by Program during the Term.

9. General Provisions

9.1 Governing Law and Submission to Jurisdiction. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflicts of laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Lincoln, Nebraska, and the Parties waive any objection to venue or forum on the grounds of inconvenience or otherwise.

9.2 Dispute Resolution.

9.2.1 The Parties shall first endeavor to resolve any disputes arising under or in connection with this Agreement through good faith negotiations between senior representatives of each Party.

9.2.2 If the Parties fail to resolve a dispute through negotiation, they shall submit the dispute to mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures in Lincoln, Nebraska, USA.

9.2.3 If mediation is not successful within [thirty (30)] days after the appointment of a mediator, the dispute shall be finally settled by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be Lincoln, Nebraska, USA, and the language of the arbitration shall be English. The award rendered by the arbitrator(s) shall be final and binding on the Parties and may be entered in any court of competent jurisdiction.

9.2.4 The Parties shall keep confidential all awards, and all materials and information created for the purposes of the proceedings that are not otherwise in the public domain, except to the extent that disclosure is required by law or is necessary to enforce or challenge an award.

9.2.5 EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

9.3 Waiver. The failure or delay by either Party to enforce any provision of this Agreement or to exercise any right or remedy shall not constitute a waiver of such provision, right, or remedy. Any waiver must be in writing and signed by the Party granting such waiver.

9.4 Entire Agreement. This Agreement, including all exhibits, schedules, and annexes hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, understandings, or agreements. Each Party acknowledges that it has not relied on any representation or warranty not expressly set forth in this Agreement.

9.5 Survival. The provisions of Sections related to Confidentiality, Limitation of Liability, Dispute Resolution, Governing Law, and Payment Obligations shall survive any termination or expiration of this Agreement, together with any other provisions that by their nature are intended to survive.

9.6 Independent Parties. The Parties acknowledge and agree that they are independent contractors, and nothing in this Agreement shall create or be deemed to create a partnership, joint venture, fiduciary relationship, or agency relationship between them. Neither Party shall have the authority to bind the other Party in any manner or to assume or create any obligation on the other Party’s behalf, except as expressly provided in the Landowner Agreement. Notwithstanding the foregoing, in the event that a Landowner Agreement is executed as a binding agreement, the Program shall be bound by the terms of such Landowner Agreement without altering the independent contractor relationship between the Program and Landoption. The Landoption shall not hold itself out as having authority to bind the Program beyond its role in facilitating landowner enrollments in accordance with this Agreement and the Landowner Agreement.

9.7 Further Assurances. Each Party shall, upon the reasonable request of the other Party, execute and deliver such documents and take such further actions as may be necessary to give full effect to this Agreement and to secure to the other Party the benefits intended to be conferred by this Agreement.

9.8 Variation. No variation, amendment, or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties.

9.9 Third-Party Rights. This Agreement is not intended to, and shall not, confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns. All third-party rights implied by law are, to the fullest extent permitted by law, excluded from this Agreement.

10. Representations and Warranties

10.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party, as of the Effective Date and on each date on which it engages in activities or transactions under this Agreement, that:

10.2 Legal Existence and Authority.

10.2.1 It is duly organized, validly existing, and (if applicable under the relevant laws) in good standing under the laws of its jurisdiction of incorporation or formation.

10.2.2 It has the full legal right, power, and authority to enter into and perform its obligations under this Agreement. If a Party is entering into this Agreement on behalf of an entity or organization, such Party represents and warrants that it has the authority to bind that entity to the terms and conditions of this Agreement.

10.2.3 The execution, delivery, and performance of this Agreement by it does not and will not:

Violate any applicable law, regulation, judgment, order, or decree to which it is subject;
Contravene any provision of its organizational documents;
Breach or result in a default under any other agreement, contract, or instrument binding upon it or any of its assets; or
Require any consent, approval, or authorization that has not already been obtained and is not in full force and effect.

10.3 Legality and Enforceability.

Its obligations under this Agreement constitute its legal, valid, and binding obligations, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and to equitable principles of general application.

10.4 Compliance with Laws and Regulations.

It is, and at all times shall be, in compliance with all applicable laws, statutes, rules, regulations, and ordinances relevant to its performance under this Agreement, and it has obtained all necessary licenses, permits, consents, and approvals required to perform its obligations hereunder.

10.5 No Undisclosed Conflicts.

Entering into this Agreement and performing its obligations hereunder does not and will not result in a conflict with any other obligation or agreement to which it is a party or by which it is bound, and no event or circumstance exists that would, with notice or the passage of time, constitute a material breach or default of any such obligation or agreement.

10.6 No Fiduciary or Advisory Relationship.

It acknowledges and agrees that the other Party is not acting as its fiduciary, advisor, or agent in connection with this Agreement and that it has not relied upon any representation, assurance, or guarantee not expressly set forth herein.

10.7Absence of Proceedings.

To the best of its knowledge, there are no pending or threatened actions, suits, or proceedings, at law or in equity, or before any court, tribunal, governmental body, or arbitrator, that would materially affect its ability to perform its obligations under this Agreement or the legality, validity, or enforceability of this Agreement.

10.8 No Known Commercial or Legal Barriers to Implementation.

Each Party additionally represents and warrants that no known commercial or legal impediments exist that would unreasonably prevent the enrollment process from proceeding in a manner that ensures Landoption receives due payments and landowners are able to participate as intended. The Program further agrees that it will promptly disclose in writing any existing or anticipated limitations, restrictions, or conditions that could impede enrollment success, payment processing, or landowner participation. Such written disclosures shall be provided to Landoption prior to or at the time of engaging in activities under this Agreement to avoid conflicts and ensure transparency between the Parties.

10.9 Indemnification
Subject to the limitations set forth herein, the Program shall indemnify and hold harmless Landoption, its affiliates, officers, directors, employees, enrollment partners, agents, successors, and assigns (collectively, “Landoption Indemnitees”) from and against any and all third-party claims, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and costs), arising out of or resulting from:

10.3.1 The Program’s material breach of this Agreement;

10.3.2 The Program’s gross negligence, willful misconduct, or violation of applicable law in carrying out its obligations under this Agreement; or

10.3.3 Any misrepresentation made by the Program to landowners or third parties that contradicts the terms of this Agreement and causes harm to Landoption.

11.1. Data Rights and Ownership

11.1.1 Data Collection
Landoption shall collect such data as is necessary for the enrollment of landowners into the Program and for the administration and performance of this Agreement, including but not limited to landowner identification, property descriptions, enrollment status, and any other information reasonably required to fulfill the Parties’ obligations hereunder (“Enrollment Data”).

11.1.2 Ownership
Except as otherwise agreed in writing, Landoption shall own all right, title, and interest in and to the Enrollment Data it collects. Landoption shall make such Enrollment Data available to the Program within Pro for the Program’s internal use and operational purposes, provided that the Program’s use complies with all applicable laws, regulations, and data protection standards and does not violate the privacy rights of any landowners or third parties.

11.1.3 Usage Rights

11.1.3.1 By Landoption: Landoption may use, analyze, and retain the Enrollment Data for its own internal business purposes, including but not limited to quality assurance, service improvement, and the development of aggregated, anonymized data sets.
11.1.3.2 Aggregated, Anonymized Data: Landoption may create, compile, and use aggregated or anonymized data derived from the Enrollment Data for any legitimate internal business purpose, including analytics and service enhancements, without any further obligation to the Program, provided that no such aggregated or anonymized data identifies any individual landowner or discloses Confidential Information.

11.1.4 Data Protection and Compliance

11.1.4.1 Compliance with Applicable Laws: Each Party shall comply with all applicable data protection, privacy, and security laws and regulations and any other comparable state, federal, or international data protection statutes.
11.1.4.2 Security Measures: Each Party shall implement and maintain appropriate technical, administrative, and organizational measures designed to protect personal data contained in the Enrollment Data against unauthorized or unlawful processing, accidental loss, destruction, damage, alteration, or disclosure. Such measures shall be consistent with industry standards and the sensitivity of the data.
11.1.4.3 Notifications: To the extent required by applicable law, in the event of any unauthorized access to, or breach of, personal data contained in the Enrollment Data, the Party responsible for such data at the time of the breach shall promptly notify the other Party and any affected individuals, and take all steps required by applicable law to mitigate the breach and prevent any recurrence.

11.1.5 Additional Conditions

The Parties acknowledge and agree an Offer will outline additional obligations and protocols related to data management, privacy, security, and related compliance that supplement the terms set forth in the main Agreement. In the event of any conflict between the provisions of the Offer and the main Agreement, the more protective or stringent data-related requirement shall apply with respect to data management and privacy matters. The Parties further agree to abide by all requirements and obligations set forth in the Offer throughout the term of this Agreement.

11.2. Intellectual Property Rights

11.2.1 Program Materials. The Program retains all right, title, and interest in and to its trademarks, logos, promotional materials, and all other intellectual property owned by or licensed to the Program prior to or independently of this Agreement. The Landoption shall not acquire any ownership rights in the Program’s intellectual property.

11.2.2 License Grant. Subject to the terms and conditions of this Agreement, the Program hereby grants Landoption a limited, non-exclusive, non-transferable license to use the Program’s materials, trademarks, logos, and other intellectual property solely as necessary for Landoption to fulfill its obligations under this Agreement. This license shall terminate automatically upon the expiration or termination of this Agreement.

11.2.3 IP Ownership. Except as expressly stated herein, each Party shall retain all right, title, and interest in and to its own intellectual property, including any intellectual property created independently of this Agreement. All intellectual property created by a Party in the performance of this Agreement shall remain the sole property of the creating Party. No transfer of ownership is implied or granted beyond the licenses expressly stated in this Agreement.

12. Non-Circumvention

12.1 Definition of Enrollment Partner
For purposes of this Agreement, “Enrollment Partner” shall mean any third-party enrollment provider, contractor, local dealer, consultant, or other intermediary introduced or engaged by Landoption to assist with identifying, recruiting, or enrolling landowners into the Program pursuant to this Agreement.

12.2 Non-Circumvention by the Program
During the Term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement, the Program shall not, directly or indirectly, circumvent Landoption by engaging with, contracting with, or otherwise entering into any agreement or arrangement related to enrollment services or landowner introductions with:

12.2.1 Any landowner or prospective landowner that Landoption has introduced, enrolled, or facilitated enrollment for under this Agreement, unless Landoption has received compensation for such enrollment as set forth in this Agreement;

12.2.2 Any Enrollment Partner introduced or engaged by Landoption in connection with the services performed under this Agreement.

12.3 Remedies for Breach
In the event of any breach or threatened breach of this Section 12, Landoption shall be entitled to seek immediate injunctive relief to prevent or restrain such breach, in addition to any other rights or remedies available at law or in equity. This includes, without limitation, the right to recover damages, lost profits, and any other compensation owed due to the Program’s unauthorized engagement of landowners or Enrollment Partners introduced or facilitated by Landoption.

12.4 Reasonableness and Necessity
The Parties acknowledge and agree that the non-circumvention obligations set forth in this Section 12 are reasonable and necessary for the protection of Landoption’s business model. By entering into this Agreement, the Program recognizes the investment Landoption makes in developing relationships with landowners and Enrollment Partners and agrees to honor Landoption’s right to receive compensation for its efforts.

13. Term and Termination

13.1 Term. This Agreement shall commence on the Effective Date and shall continue indefinitely, until terminated in accordance with this Section 13.

13.2 Termination.

12.2.1 For Convenience. Either Party may terminate this Agreement at any time, without cause, by providing at least [thirty (30) days’] prior written notice to the other Party.

13.2.2 For Material Breach. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of any provision of this Agreement and fails to cure such material breach within [thirty (30) days] after receiving written notice specifying the nature of the material breach and requiring its remedy. A “material breach” is defined as a breach that substantially defeats the purpose of this Agreement or significantly impairs the aggrieved Party’s benefits or rights under this Agreement.

13.3 Effect of Termination.

13.3.1 Surviving Obligations. Upon expiration or termination of this Agreement for any reason, all provisions related to confidentiality, data protection, and non-circumvention shall survive in accordance with their terms.

13.3.2 Settlement of Payments. Within [thirty (30) days] following termination, the Parties shall settle all outstanding payment obligations. Landoption shall submit a final invoice detailing all accrued, eligible enrollments up to the effective date of termination, and the Program shall pay all undisputed amounts in accordance with Section 6 (Compensation and Payment Terms).

13.3.3 Long-Term Payment Obligations. For any long-term projects initiated during the Term (e.g., multi-year carbon projects), the Program’s payment obligations shall continue in accordance with the agreed schedule unless the Parties mutually agree in writing to accelerate payment (such as the Net Present Value of all remaining amounts due, using a 5% cost of capital) upon termination.

13.3.4 Return of Materials. Each Party shall promptly return or securely destroy all confidential or proprietary materials of the other Party in its possession or control, except that one (1) archival copy may be retained solely for legal and compliance purposes.

13.4 No Further Liability. Except as otherwise provided in this Agreement, termination shall not give rise to liability on the part of either Party for compensation, reimbursement, or damages of any kind, whether on account of loss of prospective profits or otherwise.

13.5 Continuing Cooperation. The Parties agree to cooperate in good faith following termination to ensure an orderly transition and to mitigate any adverse effects on enrolled landowners or ongoing projects.

14. Miscellaneous Provisions

14.1 Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from events beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts of war, terrorism, civil unrest, strikes, lockouts, or governmental actions. The Party affected by such an event shall promptly notify the other Party in writing, specifying the nature of the event and the expected duration of the delay. The Parties shall use commercially reasonable efforts to mitigate the effects of any force majeure event.

14.2 Entire Agreement. This Agreement, together with any Annexes (including Annex A), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. Each Party acknowledges that it has not relied on any representation or warranty not expressly set forth in this Agreement.

14.3 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that determination shall not affect the validity of the remaining provisions. The Parties shall negotiate in good faith to replace any such invalid or unenforceable provision with a valid and enforceable provision that closely approximates the original intent of the Parties.

14.4 Counterparts and Electronic Acceptance. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Agreements accepted electronically through Landoption Pro shall be deemed valid and binding to the same extent as original signatures.