Landoption Platform - Terms of Use

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

Preamble

Welcome to Landoption! These Terms of Use ("Agreement") govern your access to and use of the Landoption online platform, including any associated websites, applications, tools, data, software, and services (collectively, the "Platform") provided by Landoption, Inc., a Delaware Corporation ("Landoption," "We," "Us," "Our"). You acknowledge that Landoption intends to assign this Agreement to Landoption, Inc., a Delaware C-Corporation currently in formation, upon completion of such formation, as further described in Section 18.12.

The Platform is designed to connect entities offering land use programs ("Program Users" or "Programs") with individuals or entities facilitating landowner enrollment into such programs ("Enrollment Partners" or "EPs") and provide tools to manage related activities. This Agreement outlines the terms for using the Platform, including important provisions regarding data ownership (Section 10), confidentiality (Section 11), non-circumvention obligations for Users (Section 8), and the non-exclusive nature of your relationship with Landoption (Section 18.8). For Enrollment Partners, please note the terms governing potential, discretionary Shared Commissions, including eligibility and timing linked to Landoption's receipt of Platform Commissions (Section 6.2).

By registering for an account, accessing, or using the Platform in any way, you ("User," "You," "Your") acknowledge that you have read, understood, and agree to be bound by this Agreement and Our Privacy Policy (available at: https://www.landoption.com/privacy-policy), which is incorporated herein by reference. If you do not agree to these terms, do not access or use the Platform.

If you are using the Platform on behalf of an organization or entity, you represent and warrant that you have the authority to bind that entity to this Agreement, and "You" and "Your" will refer to that entity.

1. Definitions

Capitalized terms used in this Agreement shall have the meanings set forth below or as defined elsewhere herein:

  • "Agreement": This Landoption Platform Terms of Use, including all appendices, exhibits, and incorporated policies (like the Privacy Policy).
  • "Basic Listing": A free Program listing option on the Platform providing basic program visibility and data management capabilities, without enabling direct on-platform signups or commission signaling.
  • "Commission Opt-Out": The explicit choice an Enrollment Partner with Landoption Pro can make to forgo eligibility for receiving Shared Commissions.
  • "Confidential Information": As defined in Section 11.
  • "Data Processing Addendum" or "DPA": An additional document, potentially included as Appendix B and incorporated by reference herein, that outlines specific terms, roles, and obligations concerning the processing of personal data governed by certain data protection laws (e.g., GDPR, CCPA). The DPA applies if and when required by such laws based on the nature of the data processed or as otherwise agreed upon by the parties and attached or referenced hereto.
  • "Enrollment Data": All data, including personally identifiable information, property details, landowner information, enrollment records, communications, and other relevant materials submitted to, generated by, stored on, or processed through the Platform in connection with Program listings, landowner enrollment activities, and Platform usage.
  • "Enrollment Partner" or "EP": A User, typically an individual or entity, who utilizes the Platform (requiring Landoption Pro) to discover Programs, access Program data and tools, and potentially facilitate Landowner enrollment into Programs.
  • "Offer Listing": A commission-based Program listing option on the Platform that includes all Basic Listing features plus enables direct on-platform signups, signals potential commission offerings to EPs, and requires the Program User to agree to pay Platform Commissions to Landoption for verified enrollments facilitated via the Platform.
  • "Intellectual Property Rights": All patents, copyrights, moral rights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.
  • "Landoption": Landoption, Inc. a Delaware corporation.
  • "Landoption Pro": A paid subscription required for Users acting as Enrollment Partners to access advanced Platform tools, detailed Program data, AI recommendations, and eligibility for potential Shared Commissions (unless Commission Opt-Out is selected).
  • "Landowner": An individual or entity that owns or manages land and may be eligible to participate in a Program.
  • "Landowner Agreement": The specific contract governing the relationship and terms between a Program User and a Landowner for participation in a particular land use program. The full Landowner Agreement or a summary/Term Sheet may be associated with a Program Listing on the Platform.
  • "Platform": The Landoption online platform, including associated websites, applications, tools, data, software, and services provided by Landoption.
  • "Platform Commission": The commission fee payable by a Program User to Landoption for a verified Landowner enrollment into their Offer Listing Program that is facilitated through the Platform. The specific rate, structure (e.g., per acre, flat fee), and verification criteria are defined by Landoption and agreed upon by the Program User when selecting the Offer Listing option.
  • "Program": A land use initiative, conservation project, or similar offering listed on the Platform by a Program User.
  • "Program User": A User, typically an entity, that lists one or more Programs on the Platform (using either Basic or Offer Listing options).
  • "Shared Commission": A discretionary payment that Landoption, in its sole discretion, may choose to distribute to an eligible Enrollment Partner from the Platform Commission funds Landoption receives from a Program User for a specific verified enrollment facilitated via the Platform. Eligibility, amount, calculation, timing, and payment conditions for Shared Commissions are determined solely by Landoption based on its prevailing policies and the EP's status (must have active Landoption Pro and not have selected Commission Opt-Out).
  • "Subscription Fee": The fee payable by an Enrollment Partner for Landoption Pro.
  • "Term": As defined in Section 16.
  • "Term Sheet": A summary document outlining the key terms and conditions of a Landowner Agreement, which may be provided by a Program User for display on the Platform in association with a Program Listing.
  • "User": Any individual or entity accessing or using the Platform, including Program Users and Enrollment Partners.
  • "User Content": Any information, data, text, graphics, images, documents (including Landowner Agreements or Term Sheets), or other materials uploaded, submitted, posted, displayed, or otherwise made available on or through the Platform by a User. Enrollment Data is a subset of User Content.

2. Account Registration and Use

2.1. Registration: To access certain features of the Platform, You must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

2.2. Security: You are responsible for safeguarding your account password and for any activities or actions under your account. You agree to notify Landoption immediately of any unauthorized use of your account. Landoption is not liable for any loss or damage arising from your failure to comply with these security obligations.

2.3. Eligibility: You must be at least 18 years old and capable of forming a binding contract to use the Platform. By using the Platform, you represent and warrant that you meet these requirements.

2.4. Authorized Use: You agree to use the Platform only for lawful purposes and in accordance with this Agreement and any applicable Landoption policies or guidelines.

3. User Roles and Platform Access

3.1. General: Users may operate as Program Users, Enrollment Partners, or both, subject to the terms applicable to each role. A single account can be used for multiple roles.

3.2. Program User Role:

(a) Listing Options: Program Users can list Programs using either Basic Listings (free) or Offer Listings (subject to Platform Commission obligations).

(b) Responsibilities: Program Users are solely responsible for the accuracy, completeness, and legality of their Program Listings and associated User Content, including any Landowner Agreements or Term Sheets provided. Program Users selecting Offer Listings agree to the terms governing Platform Commissions (Section 6).

3.3. Enrollment Partner Role:

(a) Landoption Pro Required: To access detailed Program information, utilize advanced Platform tools (e.g., AI features, program listing data), and be potentially eligible for Shared Commissions, Users must subscribe to Landoption Pro and pay the applicable Subscription Fee (Section 5).

(b) Functionality: Landoption Pro enables EPs to discover and analyze Program opportunities and facilitate Landowner enrollment processes through the Platform.

(c) Commission Eligibility: EPs with active Landoption Pro are eligible to receive discretionary Shared Commissions unless they choose the Commission Opt-Out (Section 6).

3.4. Platform Usage Rules: You agree not to misuse the Platform. Misuse includes, but is not limited to: interfering with the Platform's operation; accessing it using a method other than the interface and instructions provided; attempting to circumvent access restrictions; uploading malware; sending spam or unsolicited communications; infringing on the rights of others; or using the Platform for any illegal or unauthorized purpose.

4. Program Listings and Enrollment Facilitation

4.1. Program Listings: Program Users grant Landoption a license to display their Program Listings and associated User Content on the Platform. Program Users represent and warrant that they have all necessary rights to list their Programs and provide associated User Content (including Landowner Agreements or Term Sheets) and that such listings do not infringe third-party rights or violate any laws.

4.2. Listing Accuracy and Responsibility: Program Users are responsible for keeping their Program Listing information accurate and up-to-date, including details about program requirements, eligibility, compensation, and the governing Landowner Agreement or Term Sheet. Program Users are solely responsible for determining the nature and extent of the information they choose to include in their Program Listings and any associated User Content made available through the Platform. Landoption does not control and is not responsible for the choices made by Program Users regarding the publication of their data, nor for any User's reliance on, or actions taken based upon, User Content provided by another User.

4.3. Enrollment Facilitation (Offer Listings): Offer Listings enable Program Users to receive enrollment applications or interest directly through the Platform. Program Users are responsible for managing these interactions and verifying enrollments according to their processes and the terms agreed upon with Landoption regarding Platform Commissions.

4.4. Enrollment Facilitation (EPs): Enrollment Partners utilize Platform tools to identify suitable Programs and may facilitate the Landowner enrollment process. EPs acknowledge that Landoption provides the Platform as a facilitator and is not a party to any Landowner Agreement or direct relationship between an EP and a Landowner, or an EP and a Program (except as governed by this Agreement regarding Platform use and commissions). EPs further acknowledge that participation in certain Offer Listings may require the EP to meet specific qualifications, complete required training, or agree to additional terms directly with the Program User, as specified within the Offer Listing details or associated documentation provided by the Program User via the Platform.

5. Fees and Payment

5.1. Subscription Fees: Enrollment Partners subscribing to Landoption Pro agree to pay the applicable Subscription Fee as described on the Platform or in a separate ordering document. Fees are typically billed in advance on a recurring basis (e.g., monthly or annually) and are non-refundable except as required by law or expressly stated otherwise.

5.2. Platform Commissions: Program Users utilizing Offer Listings agree to pay Landoption the applicable Platform Commission for each verified Landowner enrollment facilitated through the Platform. The specific commission rate, structure, verification process, and payment terms will be presented to and agreed upon by the Program User when selecting the Offer Listing option, as further detailed on the Platform or related documentation, typically via the execution of a Program Enrollment Services Agreement ("PESA").

5.3. Payment Terms: All fees are due as specified. Users agree to provide valid and updated payment information. Late payments may incur interest charges at the maximum rate permitted by law. All fees are exclusive of applicable taxes, which Users are responsible for paying. Landoption may use third-party payment processors, and Users agree to their terms.

5.4. Changes: Landoption reserves the right to change Subscription Fees or introduce new charges upon reasonable notice, which may be provided by posting on the Platform or via email. Continued use of the relevant service after a price change constitutes agreement to the new price.

5.5 Alternative Agreements: The standard process for establishing the terms for an Offer Listing, including Platform Commissions and Verified Enrollment criteria, requires the execution of Landoption's standard Program Enrollment Services Agreement ("PESA") via the Platform. However, Program Users may contact Landoption support directly to inquire about the possibility of utilizing an alternative agreement structure. Landoption may, in its sole and absolute discretion, choose to consider such a request. Any agreement to utilize terms alternative to the standard PESA must be documented in a separate written agreement executed by authorized representatives of both Landoption and the Program User. If such an alternative written agreement is executed, its terms shall govern the specific Offer Listing(s) referenced therein, and shall supersede conflicting terms in the standard PESA or this Agreement solely with respect to those specific Offer Listing(s). Absent such a separate, fully executed written agreement, the standard PESA process and terms shall apply to all Offer Listings.

6. Commissions (Platform and Shared)

6.1. Platform Commission Obligation (Program Users): Program Users with Offer Listings are obligated to pay Landoption the agreed-upon Platform Commission for each enrollment that meets the verification criteria established for that Listing (e.g., enrollment initiated or completed via Platform tools), as defined in the applicable PESA or alternative written agreement described in Section 5.5. Landoption will invoice Program Users for Platform Commissions due.

6.2. Shared Commission (Enrollment Partners):

(a) Discretionary Nature and Timing: Landoption, in its sole discretion, may choose to pay a Shared Commission to eligible EPs from the Platform Commission funds it receives from Program Users. The existence, amount, and calculation of any Shared Commission payment are determined solely by Landoption. Unless otherwise specified for a particular Offer Listing pursuant to Section 6.2(d) or an alternative agreement under Section 5.5, the default timing for payment of any Shared Commission Landoption elects to distribute shall be within approximately thirty (30) days following Landoption's confirmed receipt of the corresponding Platform Commission payment from the Program User. Landoption shall endeavor to provide notice of any significant delays beyond this timeframe, and such reasonable delays shall not constitute a breach of this Agreement provided payment is not unreasonably withheld. There is no guarantee of any Shared Commission payment.

(b) Eligibility: To be eligible to potentially receive a Shared Commission for facilitating a specific verified enrollment into a Offer Listing Program, an Enrollment Partner must: (i) have an active, paid-up Landoption Pro subscription at the time of the enrollment event and at the time of potential payment; and (ii) not have selected the Commission Opt-Out option in their account settings.

(c) Commission Opt-Out: EPs who cannot or choose not to receive commissions (e.g., due to fiduciary duties or other reasons) must select the Commission Opt-Out option within their Landoption Pro account settings. Selecting this option makes the EP ineligible for any Shared Commission payments but does not affect their access to other Landoption Pro tools and features.

(d) Offer Listing Specific Terms Prevail: Notwithstanding the discretionary nature generally described in Section 6.2(a), the specific terms, calculation methodology, eligibility criteria, payment conditions, and obligations (if any) related to commissions payable to Enrollment Partners for facilitating enrollments into a particular Offer Listing shall be governed exclusively by the terms set forth in the applicable Program Enrollment Services Agreement (including its Annexes) executed between Landoption and the Program User for that specific Offer Listing or as set forth in a separate written agreement executed pursuant to Section 5.5. Where such specific terms exist, they shall supersede the general provisions of this Section 6.2 for that Offer Listing only.

(e) Offer Listing Commission Information: For Programs designated as Offer Listings, the Platform will generally display information regarding the structure and/or potential amount of Shared Commissions that Landoption, in its discretion, anticipates may be payable to eligible Enrollment Partners for verified enrollments related to that specific Offer Listing, subject always to the terms of this Section 6.2 and the governing PESA or alternative written agreement (Section 5.5).

6.3. Verification: Landoption will establish processes to verify enrollments eligible for Platform Commissions and potential Shared Commissions based on the criteria defined in the applicable PESA or alternative written agreement (Section 5.5). Program Users and EPs agree to cooperate reasonably with these verification processes. Disputes regarding commissions will be resolved according to Section 17.

6.4. Taxes: EPs are solely responsible for any taxes applicable to Shared Commissions they receive. Landoption may be required to issue tax forms (e.g., 1099-MISC) for Shared Commission payments.

7. User Content and Conduct

7.1. Responsibility: You are solely responsible for all User Content you provide and for your conduct while using the Platform.

7.2. License Grant to Landoption: By providing User Content, you grant Landoption a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with operating, providing, promoting, and improving the Platform and Landoption's business. This includes using aggregated and anonymized Enrollment Data for analytics, reporting, and service improvement.

7.3. Prohibited Content and Conduct: You agree not to submit User Content or engage in conduct that: is illegal, fraudulent, defamatory, obscene, or harmful; infringes upon or violates the Intellectual Property Rights or privacy rights of others; contains viruses or malicious code; impersonates any person or entity; involves unsolicited promotions or spam; or interferes with the proper working of the Platform.

7.4. Monitoring and Removal: Landoption has no obligation to monitor User Content but reserves the right to review, screen, or remove User Content at its discretion and without notice if it violates this Agreement or is otherwise objectionable.

8. Non-Circumvention and Non-Solicitation

8.1. Acknowledgement: Users acknowledge that Landoption invests significant resources in developing the Platform and facilitating connections between Program Users, Enrollment Partners, and Landowners. Users agree that the restrictions in this Section 8 are reasonable and necessary to protect Landoption's legitimate business interests, including its commission-based revenue models for Offer Listings.

8.2. Non-Circumvention by Program Users: During the Term of this Agreement and for a period of twelve (12) months following its termination or expiration, Program Users shall not, directly or indirectly, without the prior written consent of Landoption:

(a) Enter into any agreement or arrangement for enrollment services or landowner introductions related to a Program listed on the Platform with any Enrollment Partner discovered, identified, or connected with through the Platform, in a manner intended to bypass or avoid Landoption's role or any applicable Platform Commission obligations associated with an Offer Listing.

(b) Directly solicit, engage, or contract with Landowners for enrollment in a Offer Listing Program where the initial introduction, connection, or enrollment facilitation occurred through the Platform, in a manner intended to circumvent the payment of applicable Platform Commissions to Landoption.

8.3. Non-Circumvention by Enrollment Partners: During the Term of this Agreement and for a period of twelve (12) months following its termination or expiration, Enrollment Partners shall not, directly or indirectly, without the prior written consent of Landoption:

(a) Approach, engage, or contract with any Program User regarding a Program discovered or identified through the Platform for the purpose of providing enrollment or similar services identical or substantially similar to those facilitated by the Platform, in a manner intended to bypass Landoption.

(b) Solicit, induce, or attempt to induce any Landowner, whose enrollment in connection with a specific Program was initiated or facilitated through the Platform, to work directly with the Program User or another third party for that Program or substantially similar services in a way that bypasses Landoption's role.

8.4. Non-Solicitation of Personnel: During the Term of this Agreement and for twelve (12) months thereafter, neither User nor Landoption shall directly or indirectly hire or solicit for employment any employee of the other party involved in the performance or use of the Platform, without the other party’s prior written consent.

8.5. Remedies: Breach or threatened breach of this Section 8 may cause irreparable harm to Landoption for which monetary damages alone may be inadequate. Accordingly, 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, including the recovery of damages, lost profits, and applicable Platform Commissions.

8.6. Clarification for Basic Listings: Nothing in this Section 8 shall prevent an Enrollment Partner and a Program User from communicating directly or engaging off-Platform solely to the extent reasonably necessary to facilitate Landowner enrollment processes for a Program designated as a Basic Listing on the Platform. Such permitted interactions do not include establishing ongoing direct relationships intended to circumvent the Platform for future enrollments or services that would otherwise be subject to Platform Commissions if conducted via an Offer Listing.

9. Intellectual Property Rights

9.1. Landoption IP: The Platform and its underlying technology, including all software, interfaces, graphics, data (excluding User Content), and other components, are protected by copyright, trademark, and other laws of the United States and foreign countries. Landoption and its licensors exclusively own all right, title, and interest in and to the Platform and all associated Intellectual Property Rights. You may not copy, modify, distribute, sell, or lease any part of our Platform or included software.

9.2. User Content IP: Subject to the license granted to Landoption in Section 7.2, You retain ownership of your original User Content.

9.3. Trademarks: "Landoption" and associated logos are trademarks of Landoption. Other trademarks appearing on the Platform are the property of their respective owners. You may not use any trademarks without prior written permission.

9.4. Feedback: If you provide feedback or suggestions about the Platform, Landoption may use such feedback without restriction or obligation to you.

10. Data Ownership, Usage, and Privacy

10.1. Enrollment Data: As between Landoption and User, User retains ownership of the underlying data comprising their specific contributions to Enrollment Data (e.g., a Program User owns the details of their Program; an EP owns the data they specifically input regarding a potential Landowner they are working with externally). However, Landoption owns the aggregated database, the structure, and the compilation of all Enrollment Data residing on the Platform.

10.2. Landoption's Use of Data: Landoption uses Enrollment Data to provide and improve the Platform, facilitate connections between Program Users and EPs, process enrollments (for Offer Listings), calculate and manage commissions, generate analytics (often in aggregated/anonymized form), and for other purposes described in this Agreement and the Privacy Policy. Landoption will not use identifiable Enrollment Data for purposes unrelated to the Platform without consent, except as required by law or as permitted under the Privacy Policy.

10.3. User Data Access: Users can access and manage their own User Content and certain Enrollment Data relevant to their activities through their Platform account, subject to their role and subscription level.

10.4. Privacy Policy: Landoption's collection and use of personal information in connection with the Platform are described in our Privacy Policy (available at: https://www.landoption.com/privacy-policy).

10.5. Data Security: Landoption implements reasonable technical and organizational measures designed to protect Enrollment Data from unauthorized access, use, or disclosure. However, no system is perfectly secure, and Landoption cannot guarantee absolute security.

10.6. Data Processing Addendum: If applicable based on the nature of the data and relevant regulations (e.g., GDPR, CCPA), a Data Processing Addendum (DPA) may supplement this Agreement. Landoption reserves the right to create a Data Processing Addendum (DPA), which may supplement this Agreement if applicable based on the nature of the data and relevant regulations (e.g., GDPR, CCPA).

11. Confidentiality

11.1. Definition: "Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") under this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. It includes, but is not limited to, business plans, technical data, customer information, pricing, and the terms of this Agreement. User Content designated as public (like basic Program Listing details intended for broad visibility) is not Confidential Information unless otherwise specified herein or restricted by the obligations below. Enrollment Data may contain Confidential Information.

11.2. Obligations: The Recipient agrees to: (i) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (ii) maintain Confidential Information in strict confidence, using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care; (iii) not disclose Confidential Information to any third party without the Discloser's prior written consent, except to employees, agents, or contractors who need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those herein; and (iv) specifically, where a User accesses Confidential Information of another User solely due to holding a particular role (e.g., accessing detailed Program data as an Enrollment Partner via Landoption Pro), use such Confidential Information strictly for the purposes associated with that role (e.g., evaluating or facilitating enrollment in that specific Program) and not for the benefit, analysis, or strategic advantage of any activities performed in a different role (e.g., managing the User's own Program listings).

11.3. Exclusions: Confidential Information does not include information that: (i) was publicly known prior to disclosure; (ii) becomes publicly known after disclosure through no fault of the Recipient; (iii) was rightfully known by the Recipient prior to disclosure without confidentiality obligations; or (iv) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

11.4. Required Disclosures: The Recipient may disclose Confidential Information if required by law, regulation, or court order, provided the Recipient gives the Discloser prompt written notice (if legally permitted) to allow the Discloser to seek protective measures.

11.5. Duration: Confidentiality obligations survive the termination of this Agreement.

12. Representations and Warranties

12.1. Mutual: Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

12.2. User: You represent and warrant that: (i) your use of the Platform will comply with all applicable laws and regulations; (ii) your User Content does not infringe the rights of any third party; (iii) all information you provide to Landoption is accurate and complete; (iv) if acting as an EP, you will conduct your interactions with Landowners ethically and in compliance with any applicable professional or fiduciary duties; and (v) you have obtained all necessary rights, consents, and permissions required by applicable law to provide, upload, manage, and process any User Content, including any personal data or Enrollment Data related to Landowners, through the Platform.

13. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDOPTION EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LANDOPTION MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM, INCLUDING BUT NOT LIMITED TO USER CONTENT AND CONTENT GENERATED BY ARTIFICIAL INTELLIGENCE. LANDOPTION DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LANDOPTION DOES NOT GUARANTEE ANY SPECIFIC OUTCOMES FROM USING THE PLATFORM, INCLUDING THE SUCCESSFUL ENROLLMENT OF LANDOWNERS OR THE RECEIPT OF ANY COMMISSIONS (INCLUDING SHARED COMMISSIONS). LANDOPTION IS NOT A PARTY TO AND HAS NO RESPONSIBILITY FOR ANY AGREEMENT OR INTERACTION BETWEEN PROGRAM USERS, ENROLLMENT PARTNERS, AND/OR LANDOWNERS THAT OCCURS OUTSIDE THE SCOPE OF THIS AGREEMENT GOVERNING PLATFORM USE.

14. Indemnification

You agree to indemnify, defend, and hold harmless Landoption and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of this Agreement; (b) your User Content; (c) your use of the Platform (including any interactions with other Users or Landowners); or (d) your violation of any applicable laws or regulations or the rights of any third party. Landoption reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

15. Limitation of Liability

15.1. Exclusion of Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LANDOPTION OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM; (C) ANY CONTENT OBTAINED FROM THE PLATFORM; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT LANDOPTION HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

15.2. Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDOPTION'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID OR PAYABLE BY YOU TO LANDOPTION FOR USE OF THE PLATFORM DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

15.3. Exceptions: Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

16. Term and Termination

16.1. Term: This Agreement commences on the date you first accept it and continues until terminated by either you or Landoption (the "Term"). For paid subscriptions like Landoption Pro, the subscription term may be monthly or annual, renewing automatically unless cancelled.

16.2. Termination by You: You may terminate this Agreement at any time by closing your account and ceasing all use of the Platform. Termination does not relieve you of obligations to pay any outstanding fees. Subscription Fees are generally non-refundable upon termination.

16.3. Termination by Landoption: Landoption may suspend or terminate your access to the Platform or your account at any time, with or without cause or notice, including if you breach this Agreement, pose a security risk, or upon discontinuation of the Platform.

16.4. Effect of Termination: Upon termination, your right to access and use the Platform ceases immediately. You must cease all use. Landoption may delete your account and User Content, although certain data may be retained as required by law or for legitimate business purposes (e.g., transaction records, anonymized analytics).

16.5. Survival: Sections 1 (Definitions), 5 (Fees and Payment - for amounts due), 6 (Commissions - for amounts due/disputes), 7.1 (User Content Responsibility), 8 (Non-Circumvention and Non-Solicitation), 9 (Intellectual Property), 10 (Data Ownership/Usage), 11 (Confidentiality), 12.2 (User Warranties), 13 (Disclaimers), 14 (Indemnification), 15 (Limitation of Liability), 16.5 (Survival), 17 (Dispute Resolution), and 18 (General Provisions) shall survive termination.

17. Dispute Resolution

17.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of laws principles.

17.2. Informal Negotiation: The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through informal negotiation for at least thirty (30) days before initiating any formal proceeding. Negotiations begin upon written notice from one party to the other.

17.3. Arbitration: If negotiation fails, any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Lincoln, Nebraska before one arbitrator. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

17.4. Waiver of Jury Trial and Class Action: EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY LITIGATION ARISING FROM OR RELATED TO THIS AGREEMENT. EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

17.5. Venue: Subject to the arbitration clause, any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Lincoln, Nebraska, and the parties irrevocably consent to the personal jurisdiction and venue therein.

18. General Provisions

18.1. Notices: Notices must be in writing and sent to Landoption at 5300 Quarry Ledge Road, Roca, NE, 68430, and to You at the email address associated with your account. Notices are deemed given when received if delivered personally, or the day after sending if sent by overnight courier or confirmed email.

18.2. Entire Agreement: This Agreement, including the Privacy Policy and any referenced Appendices or ordering documents, constitutes the entire agreement between you and Landoption regarding the Platform and supersedes all prior agreements or understandings.

18.3. Amendments: Landoption may amend this Agreement from time to time by posting the amended version on the Platform or providing notice to you. Your continued use of the Platform after the effective date of the amendments constitutes acceptance.

18.4. Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Landoption's failure to assert any right or provision shall not constitute a waiver.

18.5. Severability: If any provision is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force.

18.6. Assignment: You may not assign this Agreement without Landoption's prior written consent. Landoption may assign this Agreement without restriction.

18.7. Relationship of Parties: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

18.8. Non-Exclusivity: This Agreement does not prevent Landoption from entering into similar agreements with others or independently developing competing services.

18.9. Force Majeure: Neither party shall be liable for failure or delay resulting from causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

18.10. Third-Party Beneficiaries: There are no third-party beneficiaries to this Agreement except as expressly stated.

18.11. Headings/Interpretation: Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."

19. Appendices/Exhibits

Landoption reserves the right to add a Data Processing Addendum (DPA), which may supplement this Agreement in future updates, if applicable.

Contact Information:

If you have questions about these Terms of Use, please visit our contact page at https://www.landoption.com/contact.

End of Terms of Use