Terms & Conditions

These Land Opportunity Test Terms & Conditions ("LOT T&C") apply to each Land Opportunity Test (LOT) ordered from Walden LLC ("Walden") unless superseded by a fully executed master services agreement ("MSA") between Walden and the customer identified on the Purchase Order / Order Form ("Customer"). Any additional or conflicting terms in Customer purchase documents, portals, or email are rejected unless expressly accepted in writing by Walden.

Scope

LOT is a preliminary, digital assessment of land suitability and development potential for a defined site (“Site”) within the outdoor hospitality sector (e.g., RV parks, campgrounds, glamping resorts, or mixed lodging concepts). It provides a structured screen of physical, regulatory, and contextual factors to inform early-stage decision-making. Pricing and timing in any Quote or PO are based on delivery of the standard LOT format and depend on Site boundary, development intent, and materials provided to Walden as of the quote date. Price may change if final specifications, data availability, or requested outputs change. LOT does not include engineering, surveying, environmental studies, entitlement review, cost modeling, or financial feasibility unless expressly stated.

Quote Acceptance

Quote is valid thirty (30) days from issue unless extended in writing. After expiration Walden may requote.

Client Inputs

Client will provide: (i) primary contact information and relationship to the project; (ii) intended use, existing actions, and site context; (iii) relevant property details including location, ownership, zoning, and constraints; (iv) any materials or studies Client wishes to have considered and affirms they have the right to share. Walden may rely on Client inputs without independent verification. Missing or inaccurate inputs may delay delivery and/or require repricing.

Changes; Reschedule; Boundary Updates

Reasonable minor clarifications are included. Fees/timing may change if: Site boundary changes; additional parcels added; development program materially shifts; Client requests deeper analysis (market sizing, capex, entitlement screening, multi-scenario); or Client requests editable data layers not in the standard LOT package. If Client cancels/reschedules work less than 24 hours before a scheduled LOT Review Session (defined below) Walden may charge for the time allocated or treat the included session as used.

Data Sources; Quality

LOT assessments draw on a combination of public, licensed, modeled, and proprietary datasets that vary in recency, resolution, and completeness—especially in rural or undeveloped areas. Spatial accuracy, update frequency, and third-party usage rights may limit certain outputs. LOT is intended as a directional planning tool to support early-stage evaluation. By accepting these terms, Client acknowledges that all findings are non-final and must be independently verified by qualified professionals prior to making any acquisition, investment, permitting, or development decisions.

Deliverables

Standard LOT Deliverables may include: (a) a LOT Suitability Score (1-100 scale benchmarked against Walden’s proprietary framework); (b) Development or Property Type Recommendations based on site characteristics; (c) Key Suitability Drivers and Constraint Flags (e.g., climate, access, demand signals, competitive landscape, and environmental or regulatory risk where data is available); (d) a brief set of Operator and Development Considerations; and (e) Selected Indicator Tables and Maps, subject to data availability. Format: digital (PDF or equivalent), unless otherwise agreed.

LOT Review Session (Included)

Client is entitled to one (1) remote review session (up to sixty (60) minutes) per LOT if requested and held within ten (10) business days after Walden provides LOT Deliverables ("Delivery"). Session covers results walkthrough, explanation of key drivers, and capture of factual corrections. Scenario modeling, financial analysis, design workshops, or multi-parcel comparison are out of scope. Additional/extended sessions will be billed at Walden advisory rates.

Fees; Minimum

Fees are as set forth in the PO. Minimum fee per LOT is the amount shown for the LOT line item unless stated otherwise. Included items (e.g., one LOT Review Session) are bundled in the LOT fee when scheduled within the window noted above.

Payment; Start; Taxes

Fees are due in full prior to the start of the project unless otherwise stated in the PO. "Start" occurs when all of the following are received: (i) countersigned PO, (ii) cleared funds, and (iii) required Client Inputs in usable form. Walden has no obligation to begin work before Start. Fees are non-refundable once work begins except where Walden materially fails to perform and does not cure. Prices exclude taxes; Client is responsible for applicable sales, use, VAT/GST, or similar taxes.

Delivery Targets

Walden will use commercially reasonable efforts to deliver draft LOT results within the target timeline stated in the PO after project Start. Delivery timelines assume timely receipt of Client inputs and standard data access conditions. Delays due to incomplete inputs, third-party data constraints, or complex data processing requirements may extend delivery. Additional revisions, expanded analysis, or scope changes may require a change order. Delivery windows are estimates and not guaranteed unless expressly committed in writing.

Use Rights; Internal License

Upon full payment, Client is granted a non-exclusive, non-transferable license to use LOT Deliverables for internal decision-making and in confidential communications related to fundraising, financing, or strategic partnerships—so long as materials are used in full and not modified in a way that alters or misrepresents findings. Client may not publish, display, or distribute LOT Deliverables publicly; resale, reproduction, or inclusion in offering memoranda, press, or marketing materials requires Walden’s prior written consent. Removal or alteration of Walden branding or attribution is not permitted.

Data Licensing Restrictions

All underlying data sources, models, taxonomies, and software used to produce LOT Deliverables—whether proprietary, licensed, modeled, or public—remain the exclusive property of Walden or its data providers. No rights to these underlying systems or datasets are transferred or granted to Client, unless expressly stated in a separate written agreement. Any data excerpts included in the Deliverables are shared solely to support the permitted internal uses described in Section 11 and may not be extracted, reused, republished, sublicensed, or incorporated into other reports, platforms, or systems. Access to raw data, source layers, or Walden’s broader data infrastructure is not included unless specifically agreed upon in writing.

Confidentiality

Each party will protect the other’s confidential information using reasonable care and not disclose it except to employees/contractors with a need to know who are bound by similar obligations. Exclusions: info (i) public through no breach, (ii) already known without restriction, (iii) independently developed, (iv) received from a third party without duty, or (v) required to be disclosed by law (notice where lawful).

Intellectual Property

Walden retains all rights, title, and interest in and to its proprietary data, methodologies, scoring systems, software, taxonomies, and analytical frameworks used in the creation of LOT Deliverables. Nothing in this agreement shall be construed to grant Client any license or rights to Walden’s intellectual property beyond the limited use rights explicitly stated. Client retains ownership of any materials it provides to Walden, and any Client trademarks or branding that appear in Deliverables remain the property of Client.

Attribution & Portfolio Use

Walden may reference the engagement in one-on-one business contexts, including use of Client name, logo, and high-level project details in confidential materials and portfolio summaries, unless Client objects in writing. Any public or broad-distribution case studies require prior written approval from both parties.

Data Privacy

LOT engagements do not typically involve consumer personal data. Client agrees not to transmit any sensitive personal information to Walden (other than business contact details) without prior written consent, and represents that it holds the necessary rights to share any data it provides.

No Professional Advice

LOT Deliverables are intended solely as high-level, analytical decision-support tools and do not constitute legal, engineering, surveying, environmental, financial, investment, tax, or accounting advice. Deliverables are not a substitute for professional due diligence, feasibility analysis, or regulatory review. Walden does not provide any certifications, guarantees, or approvals related to permitting, code compliance, entitlement, or development viability. Client is solely responsible for engaging appropriately licensed professionals—including but not limited to attorneys, engineers, surveyors, planners, appraisers, or financial advisors—before relying on LOT results for any acquisition, permitting, financing, investment, or construction decisions.

Warranty Disclaimer

WALDEN PROVIDES LOT DELIVERABLES "AS IS" AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, DATA ACCURACY, OR RESULTS. WHERE SUCH DISCLAIMERS ARE NOT PERMITTED, WARRANTIES ARE LIMITED TO THE MINIMUM EXTENT REQUIRED BY LAW.

Limitation of Liability

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF USE, OR BUSINESS INTERRUPTION) EVEN IF ADVISED OF THE POSSIBILITY. WALDEN’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO A LOT ORDER IS LIMITED TO THE FEES PAID FOR THAT SPECIFIC LOT.

Indemnity (Client)

Client will indemnify, defend, and hold Walden harmless from third-party claims, losses, and costs (including reasonable attorneys’ fees) arising out of (i) Client breach of these Terms; (ii) materials, data, representations, or instructions supplied by Client (including IP or data rights violations); or (iii) Client reliance on Deliverables contrary to Section 17.

Termination; Suspension

Either party may terminate for material breach not cured within fifteen (15) days after written notice. Walden may suspend work for non-payment or missing Client Inputs. Because fees are upfront and work commences quickly, termination does not entitle Client to a refund except where Walden fails to cure a material breach.

Subcontracting; Assignment

Walden may use qualified subcontractors, data vendors, and affiliates to perform services and remains responsible for Deliverables. Client may not assign the order without Walden’s written consent (not unreasonably withheld) except to a successor by merger or sale of substantially all assets with notice.

Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond reasonable control (including natural disasters, network failures, labor actions, governmental orders, or data source interruptions). Affected party will notify the other and resume performance promptly.

Governing Law; Venue

Unless the PO states otherwise, these Terms and the related PO are governed by the laws of the State of Oregon, USA, without regard to conflicts of law principles. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Washington County, Oregon.

Notices

Formal notices may be sent by email to the contacts listed on the PO (effective next business day if no bounce) or by courier to the physical addresses in the PO.

Updates; Entire Agreement; Rejection of Other Terms

Walden may update these Terms prospectively; the version in effect on the PO Date governs that order unless the parties agree otherwise in writing. These Terms, together with the signed PO and any applicable MSA, constitute the entire agreement for the LOT described. Legal terms printed on Client POs, order portals, or other forms are null, void, and of no force or effect unless expressly accepted in writing by Walden.

Date of last update: July 7th, 2025