MASTER SERVICES AGREEMENT
Last updated: May 12, 2026
This Aarden, Inc. Master Services Agreement (this "Agreement" or "MSA") governs your or the company or entity on whose behalf you entered this Agreement ("Customer") use of the Services as made available by Aarden, Inc. ("Aarden"). Aarden and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."
1. AGREEMENT TO TERMS AND CONDITIONS.
This Agreement is effective, and you agree to be bound by this Agreement, upon the earliest of: (i) the date you click a button, checkbox, or similar mechanism indicating your affirmative acceptance of this Agreement ("Click-Through Effective Date"); (ii) the date of execution by both Parties of a Subscription Agreement (as defined below) that incorporates this Agreement by reference; or (iii) the date you first access or use the Services following Aarden's notice of updated or amended terms, which shall constitute your acceptance of such updated terms (the "Effective Date"). If you are accepting this Agreement on behalf of Customer, you represent and warrant that you have the authority to bind Customer to the terms and conditions of this Agreement.
2. DEFINITIONS.
2.1 Aarden IP. "Aarden IP" means the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, Documentation and Aggregate Data (as defined below), all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
2.2 Aggregate Data. "Aggregate Data" means data derived or aggregated in deidentified form from (i) any Customer Materials or (ii) Customer's and/or its Authorized Users' use of the Services, including without limitation any usage data or trends with respect to the Services. Aarden may use Aggregate Data in connection with its products and services, including developing and publishing market intelligence and benchmark index products (each, an "Index Product"). Aarden will not include Customer's data in any published Index Product unless Customer has expressly opted in writing to participate in such Index Product. In all cases, Aarden will not disclose in connection with any Index Product or otherwise: (i) Customer's name or identity; (ii) specific parcel identifiers, locations, or geographic descriptions that could reasonably identify Customer's holdings; (iii) individual transaction prices, deal terms, or counterparty information; (iv) portfolio size, composition, or concentration in any specific geography, timber type, or asset class; (v) internal valuations, cost basis, or proprietary financial data submitted as Customer Materials; or (vi) any data point or combination of data points that would permit a reasonably informed third party to identify Customer as the source; in each case, except to the extent such information is independently available in publicly accessible records (including, without limitation, public land ownership or transaction records).
2.3 Authorized Users. "Authorized Users" means employees, agents, consultants and contractors authorized by Customer to use the Services.
2.4 Customer Materials. "Customer Materials" means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Services or to Aarden in connection with Customer's use of the Services, but excluding, for clarity, Aggregate Data and any other information, data, data models, content or materials owned or controlled by Aarden and made available through or in connection with the Services.
2.5 Documentation. "Documentation" means the documentation relating to the Services if and as provided by Aarden to Customer (including any revised versions thereof), which may be updated from time to time upon notice to Customer.
2.6 Intellectual Property Rights. "Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
2.7 Services. "Services" means Aarden's platform and related tools for evaluating land-tied investing and development opportunities, as further described in the applicable Subscription Agreement and Documentation, and as may be accessed via web, API, or other delivery mechanisms made available by Aarden from time to time.
2.8 Subscription Agreement. "Subscription Agreement" means a written or electronic subscription, order, or similar agreement entered into between the Parties governing Customer's subscription to and the commercial terms for the Services, which is incorporated into and forms part of this Agreement.
3. PRIVACY POLICY.
Please review Aarden's Privacy Policy, available at https://www.aarden.ai/privacy, which governs how Aarden collects, uses and shares Customer's and Authorized Users' information. Aarden's data security and breach notification commitments are set forth in the Data Security Addendum, which is incorporated herein by reference. Customer's use of the Services may also be subject to additional data processing or service-level terms, which may be provided separately by Aarden and incorporated herein by reference upon execution.
4. ACCESS AND USE.
4.1 Services. Subject to the terms and conditions of this Agreement, Aarden hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 12.2) right to use (and permit Authorized Users to use) the Services in accordance with the Documentation and the terms of this Agreement.
4.2 Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Services or the Documentation; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services for any purpose other than for the benefit of Customer in accordance with this Agreement; (iv) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or entity, or that violates any applicable law; (v) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; or (vi) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Aarden for use expressly for such purposes.
4.3 Authorized Users. Customer may permit Authorized Users to use the Services in accordance with the Documentation and the terms of this Agreement, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Services and their compliance with the terms and conditions of this Agreement, including without limitation the restrictions set forth in Section 4.2.
4.4 Ownership of Aarden IP. Subject to the limited rights expressly granted hereunder, Aarden reserves and, as between the Parties, will solely own all rights, title and interest in and to the Aarden IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
4.5 Feedback. From time to time Customer or its employees, contractors or representatives may provide Aarden with suggestions, comments, feedback or the like with regard to the Services (collectively, "Feedback"). Customer hereby grants Aarden a perpetual, irrevocable, royalty-free and fully paid-up license to use and exploit all Feedback in connection with Aarden's business purposes, including the testing, development, maintenance and improvement of the Services. For clarity, Feedback is not considered Confidential Information.
4.6 Third-Party Services. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, "Third-Party Services"). Aarden does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto.
5. FEES.
In payment for Customer's access to the Services during the Term, Customer shall pay Aarden the fees specified in the applicable Subscription Agreement (the "Fees"). Aarden will issue invoices to Customer during the Term in accordance with the billing schedule set forth in the Subscription Agreement, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice, unless otherwise specified in the Subscription Agreement. If Customer has enrolled in automatic billing, Aarden will charge Customer's selected payment method for Fees on the applicable payment date. If Aarden cannot charge Customer's selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law, and Aarden may suspend Services until all past-due amounts are paid in full. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Aarden hereunder, other than any taxes imposed on Aarden's income.
6. CUSTOMER MATERIALS.
Aarden has developed, and continues to develop, the Services utilizing publicly available data and data it receives from customers. Customer hereby grants Aarden a non-exclusive, worldwide, royalty-free right and license to use, reproduce, display, perform and modify the Customer Materials solely for the purpose of: (1) hosting, operating, maintaining, and providing the Services to Customer; (2) improving and enhancing the Services; and (3) creating or developing Aggregate Data. Aarden may use Aggregate Data derived from Customer Materials to develop, offer, and improve Aarden's products and services, including Index Products in accordance with Section 2.2. Aarden will not use raw Customer Materials as the basis for developing products or services intended primarily for the benefit of third parties other than as described in this Section 6. As between Customer and Aarden, Customer owns and retains all right, title and interest in and to all Customer Materials.
7. CONFIDENTIAL INFORMATION.
7.1 Confidentiality. "Confidential Information" means any information that one Party (the "Disclosing Party") provides to the other Party (the "Receiving Party") in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services and the Documentation will be deemed Confidential Information of Aarden. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Aarden may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement; or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
7.2 Exclusions. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party, as evidenced in writing; or (iv) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure.
8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.
8.1 Mutual Representations. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary actions and do not violate its organizational documents.
8.2 Customer Additional Representations. Customer represents and warrants that Aarden's use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between Customer and any third party.
8.3 No Investment Advice. THE SERVICES, INCLUDING ANY VALUATIONS, ESTIMATES, SCORES, INDICES, MODELS, OR OTHER OUTPUTS GENERATED THROUGH OR BY THE SERVICES (COLLECTIVELY, "SERVICE OUTPUTS"), ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. SERVICE OUTPUTS DO NOT CONSTITUTE INVESTMENT ADVICE, FINANCIAL ADVICE, LEGAL ADVICE, OR ANY OTHER FORM OF PROFESSIONAL ADVICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT WILL NOT RELY ON SERVICE OUTPUTS AS THE SOLE OR PRIMARY BASIS FOR ANY INVESTMENT, TRANSACTION, OR BUSINESS DECISION, AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ALL SUCH DECISIONS. AARDEN DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SERVICE OUTPUTS.
8.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND OTHER AARDEN IP ARE PROVIDED ON AN "AS IS" BASIS, AND AARDEN MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER OR TO ANY OTHER PARTY REGARDING THE AARDEN IP, THE SERVICES, OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9. INDEMNIFICATION.
9.1 Indemnification by Aarden. Aarden will defend Customer against any third-party claim, suit or proceeding alleging that the Services, as provided by Aarden and used by Customer in accordance with this Agreement, infringe or misappropriate any United States patent, copyright, trademark or trade secret of a third party (an "Aarden Covered Claim"), and will indemnify and hold harmless Customer from and against any damages, costs and reasonable attorneys' fees finally awarded against Customer in connection with such Aarden Covered Claim, or amounts agreed to in any settlement of such claim approved by Aarden. The foregoing obligations do not apply to any claim arising from or related to: (i) Customer Materials; (ii) modifications to the Services made by or on behalf of Customer without Aarden's authorization; (iii) combination of the Services with products or services not provided by Aarden, to the extent the infringement would not have occurred absent such combination; or (iv) Customer's use of the Services not in accordance with this Agreement or the Documentation.
9.2 Indemnification by Customer. Customer will defend Aarden against any third-party claim, suit or proceeding arising from or related to: (i) the Customer Materials, including any allegation that the Customer Materials infringe or misappropriate any Intellectual Property Rights of a third party; (ii) Customer's breach of Section 8.2; or (iii) Customer's use of the Services in material violation of this Agreement (each, a "Customer Covered Claim"), and will indemnify and hold harmless Aarden from and against any damages, costs and reasonable attorneys' fees finally awarded against Aarden in connection with such Customer Covered Claim, or amounts agreed to in any settlement approved by Customer.
9.3 Indemnification Procedure. The indemnified Party will: (i) promptly notify the indemnifying Party in writing of any claim for which indemnification is sought (provided that failure to provide prompt notice will not relieve the indemnifying Party of its obligations except to the extent materially prejudiced by such failure); (ii) grant the indemnifying Party sole control of the defense and settlement of such claim; and (iii) provide the indemnifying Party with reasonable cooperation and assistance in connection with such defense. The indemnifying Party will not settle any claim in a manner that imposes any obligation, restriction or liability on the indemnified Party without the indemnified Party's prior written consent, not to be unreasonably withheld.
10. TERM AND TERMINATION.
10.1 Term. This Agreement shall commence on the Effective Date and will remain in effect for the period specified in the applicable Subscription Agreement (the "Term"), unless earlier terminated in accordance with this Section 10.
10.2 Termination. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement and such breach remains uncured thirty (30) days after the non-breaching Party provides written notice of such breach. Either Party may also terminate this Agreement for convenience at any time upon thirty (30) days' prior written notice to the other Party.
10.3 Survival. This Section 10.3 and Sections 4.4, 4.5, 6, 7, 8, 9, 11 and 12 survive any termination or expiration of this Agreement.
10.4 Effect of Termination.
(a) Return of Aarden Confidential Information. Upon expiration or termination of this Agreement, Customer will return or destroy, at Aarden's sole option, all Aarden Confidential Information in its possession or control, including permanent removal of such Aarden Confidential Information from any storage devices or hosting environments under Customer's control, and at Aarden's request, certify in writing that such return or destruction has occurred.
(b) Return of Customer Materials. Upon the written request of Customer made within thirty (30) days following the effective date of expiration or termination, Aarden will, within thirty (30) days of receiving such request, either (i) return Customer Materials to Customer in a commercially reasonable format or (ii) certify in writing that all Customer Materials have been permanently deleted from Aarden's systems, except to the extent Aarden is required to retain such data by applicable law or regulation, or as part of routine backup or archival systems subject to Aarden's standard deletion schedule.
(c) Fees and Refunds. No expiration or termination will affect Customer's obligation to pay all Fees that have become due or accrued through the effective date of expiration or termination. If Aarden terminates this Agreement for convenience pursuant to Section 10.2, Aarden will refund Customer a pro-rated portion of any prepaid Fees attributable to the period from the effective date of termination through the end of the then-current Term. If Customer terminates this Agreement for convenience, no refund of prepaid Fees will be issued.
11. LIMITATION OF LIABILITY.
11.1 Exclusion of Consequential Damages. EXCEPT FOR (I) ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, (III) BREACH OF CUSTOMER'S PAYMENT OBLIGATIONS, OR (IV) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
11.2 Total Liability. EXCEPT WITH RESPECT TO THE SUPERCAP CLAIMS DEFINED BELOW, IN NO EVENT WILL AARDEN'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY CUSTOMER TO AARDEN IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM AND (B) ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000), LESS ALL AMOUNTS PREVIOUSLY PAID BY AARDEN TO CUSTOMER FOR PAST CLAIMS UNDER THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM IS BASED, AND WHETHER OR NOT AARDEN WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NOTWITHSTANDING THE FOREGOING, FOR CLAIMS ARISING FROM (I) AARDEN'S BREACH OF SECTION 7 (CONFIDENTIAL INFORMATION) OR (II) AARDEN'S BREACH OF THE DATA SECURITY ADDENDUM, AARDEN'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED TWO TIMES (2X) THE AMOUNT SET FORTH IN THE PRECEDING SENTENCE (THE "SUPERCAP CLAIMS").
12. GENERAL.
12.1 Entire Agreement. This Agreement, together with the applicable Subscription Agreement and any exhibits or ancillary terms incorporated herein by reference, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. In the event of a conflict between this Agreement and the Subscription Agreement, the Subscription Agreement shall control. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties.
12.2 Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party's prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing: (a) either Party may assign or transfer this Agreement, without the other Party's consent, to (i) an Affiliate of such Party or (ii) a successor in interest in connection with a merger, acquisition, reorganization, or sale of all or substantially all of such Party's business or assets relating to the subject matter of this Agreement; provided that the assigning Party gives the other Party prompt written notice of such assignment and the assignee agrees in writing to be bound by this Agreement. For purposes of this Section, "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.
12.3 Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other's behalf without such other Party's prior written consent.
12.4 Waiver. Either Party's failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.
12.5 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.
12.6 Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Washington without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the State of Washington and the Parties irrevocably consent to the personal jurisdiction and venue therein.
12.7 U.S. Government End Users. The Services were developed solely at private expense and are "commercial products," "commercial items," or "commercial computer software" as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Services by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement as consistent with federal law and regulations. If these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Services.