Confidentiality and Nondisclosure Agreement

1. Purpose

Company desires to provide Recipient with access to a pre-release version of the Private Land Stewards application and platform (the "Application") for evaluation and beta testing purposes. In connection with such access, Company may disclose to Recipient certain Confidential Information (as defined below). This Agreement establishes the terms and conditions under which Recipient may receive and use such Confidential Information.

2. Definition of Confidential Information

"Confidential Information" means any and all non-public information disclosed by Company to Recipient, directly or indirectly, in any form or medium, including but not limited to:

• The Application in its pre-release form, including its features, functionality, user interface, screens, workflows, design, architecture, and source code;
• Recommendation logic, algorithms, scoring models, habitat assessment methodologies, and reference content libraries;
• Business plans, pricing structures, product roadmaps, marketing strategies, and customer or prospect information;
• Test results, defects, performance data, benchmark results, and evaluation outcomes;
• Screenshots, screen recordings, demonstrations, and any visual or audio captures of the Application;
• Feedback, observations, suggestions, and any communication from Recipient regarding the Application; and
• Any other information that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information does not include information that Recipient can demonstrate: (a) was already known to Recipient without restriction prior to disclosure; (b) becomes publicly available through no act or omission of Recipient; (c) is rightfully received from a third party without restriction on disclosure; or (d) was independently developed by Recipient without use of or reference to the Confidential Information.

3. Obligations of Recipient

Recipient agrees to:

• Hold all Confidential Information in strict confidence using at least the same degree of care Recipient uses to protect its own confidential information, but in no event less than reasonable care;
• Use the Confidential Information solely for the purpose of evaluating and beta testing the Application as authorized by Company;
• Not disclose, distribute, publish, or otherwise make available any Confidential Information to any third party without Company's prior written consent; and
• Promptly notify Company upon discovery of any unauthorized use or disclosure of Confidential Information.

4. Restrictions

Recipient shall not, without Company's prior written consent:

• Copy, reproduce, distribute, publish, or transmit any Confidential Information;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive source code or underlying logic from the Application;
• Share, post, publish, or distribute screenshots, screen recordings, demonstrations, or any visual capture of the Application or its content;
• Disclose or discuss the existence, features, functionality, design, or performance of the Application with any person outside of Recipient's immediate evaluation team, if applicable;
• Use the Confidential Information to develop, assist in developing, or improve any competing product or service; or
• Use the Confidential Information for any commercial purpose other than Recipient's internal evaluation of the Application.

5. Exclusions

The obligations of this Agreement shall not apply to information that Recipient can demonstrate by competent written evidence: (a) is or becomes generally available to the public through no breach of this Agreement by Recipient; (b) was rightfully in Recipient's possession prior to disclosure by Company, without restriction; (c) is rightfully obtained by Recipient from a third party without restriction on disclosure; (d) is independently developed by Recipient without reference to or use of the Confidential Information; or (e) is required to be disclosed by law, regulation, or court order, provided that Recipient gives Company prompt prior written notice sufficient to allow Company to seek a protective order or other appropriate relief.

6. Feedback

Recipient may, but is not obligated to, provide suggestions, comments, bug reports, feature requests, or other feedback regarding the Application ("Feedback"). Recipient hereby grants to Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, distribute, and incorporate such Feedback into the Application or any other Company product or service without restriction and without any obligation of confidentiality, attribution, or compensation to Recipient. Feedback does not include Recipient's personal property data or management records entered into the Application during the beta period.

7. Term

This Agreement shall commence upon Recipient's acceptance and shall continue until the earlier of: (a) Company's public commercial release of the Application; (b) written termination by either party upon thirty (30) days' notice; or (c) termination by Company immediately upon written notice if Recipient breaches any provision of this Agreement. The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of three (3) years from the date of termination, or for so long as the Confidential Information remains a trade secret under applicable law, whichever is longer.

8. Return or Destruction of Materials

Upon request by Company or upon termination of this Agreement, Recipient shall promptly return to Company or certify in writing the destruction of all tangible materials embodying Confidential Information, including all copies, notes, summaries, extracts, and derivative works. Recipient shall also delete or destroy any electronic copies of Confidential Information in Recipient's possession or control. Notwithstanding the foregoing, Recipient may retain one archival copy of Confidential Information solely to the extent required by applicable law or regulation, subject to the continued confidentiality obligations of this Agreement.

9. No License or Ownership

Nothing in this Agreement shall be construed to grant Recipient any license, right, title, or interest in or to any Confidential Information, the Application, or any intellectual property of Company, whether by estoppel, implication, or otherwise. All Confidential Information and all intellectual property rights therein remain the sole and exclusive property of Company. Recipient acknowledges that no rights in the Application are conferred upon Recipient other than the limited right to access and evaluate the Application during the beta period as expressly authorized by Company.

10. Pre-Release; No Warranty

RECIPIENT ACKNOWLEDGES THAT THE APPLICATION IS A PRE-RELEASE BETA VERSION AND IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE, AND NON-INFRINGEMENT. THE APPLICATION MAY CONTAIN DEFECTS, ERRORS, AND BUGS. COMPANY DOES NOT WARRANT THAT THE APPLICATION WILL OPERATE WITHOUT INTERRUPTION OR ERROR, THAT DEFECTS WILL BE CORRECTED, OR THAT THE APPLICATION OR ANY RECOMMENDATIONS PROVIDED THROUGH IT ARE ACCURATE, COMPLETE, OR RELIABLE. RECIPIENT'S RELIANCE ON THE APPLICATION OR ANY CONTENT THEREIN DURING THE BETA PERIOD IS AT RECIPIENT'S SOLE RISK.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO RECIPIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR RECIPIENT'S ACCESS TO OR USE OF THE APPLICATION, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY'S TOTAL AGGREGATE LIABILITY TO RECIPIENT UNDER THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100.00).

12. Equitable Relief

Recipient acknowledges that any breach or threatened breach of this Agreement may cause Company irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, Company shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement of posting bond or proving actual damages. Recipient waives any requirement for the securing or posting of any bond in connection with such equitable relief.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Beaufort County, South Carolina, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts.

14. Entire Agreement

This Agreement, together with the other required beta legal documents accepted by Recipient through the Private Land Stewards consent gate, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, representations, and understandings of the parties relating to confidentiality and nondisclosure in connection with the Application. In the event of any conflict between this Agreement and any other agreement between the parties with respect to confidentiality, this Agreement shall control.

15. Amendment and Waiver

This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both parties, or by Company's issuance of an updated version of this Agreement through the Application's consent gate, which Recipient must affirmatively accept before continued access to the Application. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No single or partial exercise of any right shall preclude any further exercise of that or any other right. Any waiver must be in writing and signed by the waiving party to be effective.

16. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The parties agree to replace any invalid, illegal, or unenforceable provision with a valid provision that, to the greatest extent possible, achieves the purpose and economic effect of the original provision.

17. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic acceptance of this Agreement through the Private Land Stewards Application, including by clicking an acceptance button or checkbox in the consent gate interface, shall constitute a valid and binding signature for all purposes and shall be as legally effective as a handwritten signature. The date and time of electronic acceptance, together with the Recipient's account identifier, shall be recorded and retained by Company as evidence of Recipient's agreement to these terms.