Landoption Platform - Terms of Service

Preamble

Welcome to Landoption! These Terms of Service ("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").

The Platform is designed to connect entities offering Land Use Programs ("Program Users" or "Programs") with individuals or entities facilitating Producer enrollment into such programs ("Enrollment Partners" or "EPs") and provide tools to manage related activities. Secondarily, the Platform is designed to support and provide services to farmers, ranchers, timber and forestry owners, orchardists, vineyard operators, land trusts, agricultural cooperatives, tenant operators, private landowners, institutional land managers, and related parties (collectively, "Producers") seeking program enrollments, as well as to compensate the individuals or entities ("Referrers") who refer qualified Enrollment Partners, Producers, or any combination thereof, to the Platform. 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 EPs, 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: /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 Service, including all appendices, exhibits, and incorporated policies (e.g., 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 the Platform 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).
• "Enrollment Data": All data, including personally identifiable information, property details, producer information, enrollment records, communications, and other relevant materials submitted to, generated by, stored on, or processed through the Platform.
• "Enrollment Partner" or "EP": A User, typically an individual or entity, who utilizes the Platform to discover Programs, access Program data and tools, and potentially facilitate Producer enrollment into Programs.
• "Intellectual Property Rights": All patents, copyrights, moral rights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction.
• "Landoption": Landoption, Inc., a Delaware corporation.
• "Land Use Program": any federal, state, local, or private program, lease, or other contractual arrangement that provides financial, technical, or other benefits to a landowner in exchange for a specific land use or the implementation of specified practices. Such programs include, but are not limited to, opportunities related to: (a) conservation and environmental stewardship; (b) renewable energy generation, such as solar or wind energy leases; (c) carbon sequestration, carbon credits, or other ecosystem service markets; and (d) sustainable or regenerative agriculture.
• "Offer Listing": A commission-based Program listing option on the Platform that includes all Basic Listing features plus enables direct on-platform signups.
• "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 Producer enrollment into their Offer Listing Program.
• "Producer": An individual or entity that owns or manages land and may be eligible to participate in a Program. A Producer may access the Platform as a User subject to the payment of applicable platform access fees.
• "Producer Agreement": The specific contract governing the relationship and terms between a Program User and a Producer for participation in a particular Land Use Program.
• "Program": A land use initiative, conservation project, or similar offering listed on the Platform by a Program User or by an authorized Landoption Administrator.
• "Program User": A User, typically an entity, that lists one or more Programs on the Platform.
• "Referrer": A User, typically an individual or entity, who utilizes the Platform to make qualified referrals of Enrollment Partners, Producers, or other designated entities to the Platform or to specific Programs via the Platform.
• "Shared Commission": A discretionary payment that Landoption, in its sole discretion, may choose to distribute to an eligible Enrollment Partner or Referrer.
• "Subscription Fee": The fee payable by an Enrollment Partner for access to paid features of the Platform.
• "Term": As defined in Section 16.
• "Term Sheet": A summary document outlining the key terms and conditions of a Producer Agreement.
• "User": Any individual or entity accessing or using the Platform, including Enrollment Partners, Producers, Program Users, and Referrers.
• "User Content": Any information, data, text, graphics, images, documents, or other materials uploaded, submitted, posted, displayed, or otherwise made available on or through the Platform by a User.

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 Enrollment Partners, Producers, Program Users, and Referrers, subject to the terms applicable to each role. In some cases, a single account can be used for multiple roles.

3.2. Enrollment Partner User Role:

• (a) Landoption Platform 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 the Platform's paid features and pay the applicable Subscription Fee (Section 5).
• (b) Functionality: The paid features included in the Subscription Fee enable EPs to discover and analyze Program opportunities and facilitate Producer enrollment processes through the Platform.
• (c) Commission Eligibility: EPs who pay and maintain their Subscription Fee are eligible to receive discretionary Shared Commissions unless they choose the Commission Opt-Out (Section 6).

3.3. Producer User Role:

• (a) Functionality: Producers utilize the Platform to submit and manage their own Enrollment Data, explore Program opportunities, and receive specific deliverables or services provided by Landoption or Enrollment Partners (such as Program Opportunity Alerts, the Program Opportunity Report, and Gameplan).
• (b) Responsibilities and Fees: Producers are responsible for the accuracy of their Enrollment Data. Access to certain Platform features, services, or deliverables is subject to the payment of applicable platform access fees.

3.4. 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 Producer Agreements or Term Sheets provided.

3.5. Referrer User Role:

• (a) Functionality: Referrers utilize the Platform to identify and formally refer qualified Enrollment Partners, Producers, or other designated entities to the Platform or to specific Programs via the Platform.
• (b) Commission Eligibility: Referrers may be eligible to receive discretionary Shared Commissions or flat fees, or a combination thereof, for successful referrals that result in a verified Enrollment Partner onboarding or a verified Producer enrollment, subject to the terms in Section 6 and any specific referral program rules established by Landoption. Referrers acknowledge they act solely as referral sources and are not authorized to negotiate or execute agreements on behalf of Producers, Enrollment Partners, or Landoption.

3.6. 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.

3.7. Presentation of Estimates: Users (specifically Enrollment Partners and Referrers) affirmatively agree that it is their sole responsibility to verify the accuracy of all Platform-generated figures, including Game Plans and financial projections, before presenting them to a Producer or any third party. Users must explicitly communicate, verbally, in writing, or any combination thereof, that any "Live View," draft, or Platform-generated projection is a non-binding estimate. Users assume full liability for any confusion, reliance, or damages resulting from their failure to properly disclose the estimated nature of this information.

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 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 Producer Agreement or Term Sheet.

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.

4.4. Enrollment Facilitation (Enrollment Partners): Enrollment Partners utilize Platform tools to identify suitable Programs and may facilitate the Producer enrollment process. EPs acknowledge that Landoption provides the Platform as a facilitator and is not a party to any Producer Agreement or direct relationship between an EP and a Producer, or an EP and a Program.

5. Fees and Payment

5.1. Subscription Fees: Enrollment Partners subscribing to paid features of the Platform 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 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 Producer enrollment facilitated through the Platform.

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.

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.

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.

6. Commissions and Compensation (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.

6.2. Shared Commissions and Referral Fees (Enrollment Partners and Referrers):

• (a) Discretionary Nature and Timing: Landoption, in its sole discretion, may choose to pay a Shared Commission to eligible Enrollment Partners or Referrers from the Platform Commission funds it receives from Program Users. The default timing for payment shall be within approximately thirty (30) days following Landoption's confirmed receipt of the corresponding Platform Commission payment.
• (b) Flat-Fee Referral Payments: Landoption may also offer flat-fee payments for specific, successful referral events (such as the verified onboarding of a new Enrollment Partner). The exact monetary amounts, payout structures, and success conditions for these flat fees shall be governed by Landoption's prevailing rate card, referral program rules, or a separate Referral Agreement, or a combination thereof.
• (c) Eligibility and Success Terms: To be eligible to potentially receive a Shared Commission, an Enrollment Partner must have an active, paid-up subscription on the Platform and not have selected the Commission Opt-Out option. To be eligible for any referral compensation (whether variable or flat fee), Referrers must meet all specific success criteria established by Landoption for that referral type (e.g., the referred party registering, loading required data, and executing a qualifying contract).
• (d) Commission Opt-Out: EPs and Referrers who cannot or choose not to receive commissions must select the Commission Opt-Out option within their account settings on the Platform.

6.3. Verification and Audit Rights: Landoption will establish processes to verify enrollments eligible for Platform Commissions and potential Shared Commissions. To prevent revenue leakage and ensure accurate calculations, Landoption reserves the explicit right to directly contact Program Users, third-party program providers, or related entities to audit and verify enrollment status, acreage, and final financial payout data. Users affirmatively consent to this verification process and agree not to interfere with Landoption's right to confirm such data.

6.4. Taxes: Enrollment Partners and Referrers are solely responsible for any taxes applicable to Shared Commissions they receive.

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.

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 Enrollment Partners, Producers, Program Users, and Referrers.

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, enter into any agreement or arrangement for enrollment services or Producer introductions related to a Program listed on the Platform in a manner intended to bypass Landoption's role or any applicable Platform Commission obligations.

8.3. Non-Circumvention by Enrollment Partners and Referrers: During the Term of this Agreement and for a period of twelve (12) months following its termination or expiration, neither Enrollment Partners nor Referrers shall, directly or indirectly, without the prior written consent of Landoption, approach, engage, or contract with any Enrollment Partner, Producer, Program User, or Referrer first identified, introduced, or discovered through the Platform for the purpose of bypassing Landoption. This restriction does not apply to pre-existing, documented business relationships established by the Enrollment Partner or Referrer entirely independent of the Platform.

8.4. Non-Solicitation of Personnel: During the Term 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.

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.

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. Landoption and its licensors exclusively own all right, title, and interest in and to the Platform and all associated Intellectual Property Rights.

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. 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. 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 Enrollment Partners, Producers, Program Users, and Referrers; process enrollments; calculate and manage commissions; and generate analytics.

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.

10.4. Privacy Policy: Landoption's collection and use of personal information in connection with the Platform are described in our Privacy Policy.

10.5. Data Security: Landoption implements reasonable technical and organizational measures designed to protect Enrollment Data from unauthorized access, use, or disclosure.

11. Confidentiality

11.1. Definition: "Confidential Information" means any non-public information disclosed by one party to the other under this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

11.2. Obligations: The Recipient agrees to use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; maintain Confidential Information in strict confidence; and not disclose Confidential Information to any third party without the Discloser's prior written consent.

11.3. Exclusions: Confidential Information does not include information that was publicly known prior to disclosure; becomes publicly known after disclosure through no fault of the Recipient; or is independently developed by the Recipient.

11.4. 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 your use of the Platform will comply with all applicable laws and regulations; your User Content does not infringe the rights of any third party; all information you provide to Landoption is accurate and complete.

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. LANDOPTION DOES NOT GUARANTEE ANY SPECIFIC OUTCOMES FROM USING THE PLATFORM.

ALL PLATFORM-GENERATED INFORMATION, INCLUDING BUT NOT LIMITED TO AI SUMMARIES (E.G., TERRA AI), DATABASE-DRIVEN FINANCIAL PROJECTIONS, ACREAGE CALCULATIONS, AND GAME PLAN PROJECTIONS, ARE PROVIDED STRICTLY AS NON-BINDING ESTIMATES AND ARE SUBJECT TO CHANGE. LANDOPTION IS NOT LIABLE FOR ANY DISCREPANCIES BETWEEN THESE ESTIMATES AND THE FINAL TERMS OF ENROLLMENT. THE FINAL, EXECUTED AGREEMENT (E.G., PRODUCER AGREEMENT OR PESA) BETWEEN THE RELEVANT PARTIES SHALL SERVE AS THE SOLE LEGALLY BINDING AUTHORITY.

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 arising out of or relating to: (a) your violation of this Agreement; (b) your User Content; (c) your use of the Platform; or (d) your violation of any applicable laws or regulations or the rights of any third party.

15. Limitation of Liability

15.1. EXCLUSION OF DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LANDOPTION BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES.

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

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.

16.2. Termination by You: You may terminate this Agreement at any time by closing your account and ceasing all use of the Platform.

16.3. Termination by Landoption: Landoption may suspend or terminate your access to the Platform at any time, with or without cause or notice.

16.4. Effect of Termination: Upon termination, your right to access and use the Platform ceases immediately.

16.5. Survival: Relevant sections including Definitions, Fees, Commissions, User Content Responsibility, Non-Circumvention, Intellectual Property, Data Ownership, Confidentiality, Disclaimers, Indemnification, Limitation of Liability, Dispute Resolution, and 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 through informal negotiation for at least thirty (30) days before initiating any formal proceeding.

17.3. Arbitration: If negotiation fails, any dispute 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.

17.4. WAIVER OF JURY TRIAL AND CLASS ACTION: EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL. 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 will be brought exclusively in the federal or state courts located in Lincoln, Nebraska.

18. General Provisions

18.1. Notices: Notices must be in writing and sent to Landoption at 5300 Quarry Ledge Road, Roca, NE 68430 and via email to bpaige@landoption.com.

18.2. Entire Agreement: This Agreement, including the Privacy Policy and any referenced Appendices, constitutes the entire agreement between you and Landoption regarding the Platform.

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.

18.4. Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

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, or strikes.

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."

Contact Information

If you have questions about these Terms of Service, please visit our contact page.

Landoption, Inc.
5300 Quarry Ledge Rd.
Roca, NE, 68430
(402) 500-0095