Terms of Service

These Terms of Service ("Terms") are a contract between UMIP Inc., a Delaware corporation with offices at 911 East McDonald Drive, Pilot Point, Texas 76258 ("UMIP," "we," "us," or "our"), and the individual or entity accepting these Terms ("you," "your," or "User").

You accept these Terms when you (a) check the acceptance box and click "Create Account,"

• otherwise sign up for an account on the Platform, or
• access or use the Platform in any way. Your acceptance is recorded with the date, time, IP address, user-agent, account identifier, and the version of these Terms then in effect.

Your privacy is governed by our Privacy Policy.

The Privacy Policy is incorporated into these Terms by reference.

You represent and warrant that:

• you are at least 18 years of age;
• you have the legal capacity and authority to enter into these Terms;
• you are a resident of, and accessing the Platform from within, the United States;
• you are not on any U.S. government list of prohibited or restricted parties;
• you have not been previously suspended or removed from the Platform; and
• if you are entering into these Terms on behalf of an entity, you have the authority to bind that entity, and "you" refers to that entity.

The Platform is offered only to users located in the United States. The Platform is not offered or available to users in the European Union, the United Kingdom, the European Economic Area, Switzerland, Canada, or any other jurisdiction outside the United States. Access from outside the United States is prohibited and a material breach of these Terms.

The "Platform" means the UMIP Lifecycle web application, the umipinc.com website and any successor or related domains, the in-application user interface, and all associated services through which UMIP makes property-specific information, identifiers, and reports available to users.

The Platform enables you to view and purchase property-specific Lifecycle Reports. Reports may include parcel boundaries, addresses, building footprints, geometries, identifiers (including PIIDs), attributes, classifications, and other content. Each Report is delivered for viewing within the Platform and as a watermarked, downloadable PDF.

A "PIID" (Persistent Infrastructure Identity) is a unique identifier issued from a registry operated by UMIP. PIIDs may be displayed within Reports. Use of PIIDs is subject to the restrictions in Section 5 of these Terms.

The Platform is provided on a commercially reasonable best-efforts basis UMIP does not guarantee uptime, availability, error-free operation, or any specific performance level.

UMIP may add, change, suspend, or remove features, functionality, or content of the Platform at any time, with or without notice. UMIP is not liable to you or any third party for any modification, suspension, or discontinuation of the Platform.

You must create an account to purchase or access Reports. Account creation requires you to provide a valid email address and complete email verification.

You must provide accurate, current, and complete information during registration and keep it updated. UMIP may verify your identity and may refuse, suspend, or terminate accounts that provide false, misleading, or unverifiable information.

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You will notify UMIP immediately at security@umipinc.com of any unauthorized access or suspected compromise. UMIP is not liable for any loss resulting from your failure to safeguard your account.

You may maintain only one account, unless UMIP authorizes otherwise in writing. You may not share, sell, transfer, or sublicense your account.

You may not operate multiple accounts, coordinate purchases across accounts, or otherwise structure your use of the Platform to circumvent the volume threshold described in Section 4, any rate limit, or any other restriction in these Terms.

You may close your account at any time by contacting support@umipinc.com or using the account-closure tools in the Platform. UMIP may suspend or terminate your account as described in Section 14.

The Platform, as governed by these Terms, is intended for individual, professional, and small-business use at a maximum volume of five thousand (5,000) Lifecycle Reports per account per rolling thirty (30)-day period.

If you anticipate or attempt to exceed this volume, you must contact UMIP at enterprise@umipinc.com to enter into a separate written enterprise license agreement. UMIP may, at its discretion, soft-block or rate-limit purchases at or near this threshold and require an enterprise license before further purchases are permitted.

These Terms do not grant any right to UMIP's application programming interface, bulk data services, identity resolution services, advanced identity resolution services, or any programmatic, automated, or machine-to-machine access to the Platform or its data. Such access is available only under a separate written enterprise license agreement.

Your use of the Platform must comply with these Terms, the Privacy Policy, and all applicable laws and regulations.

You shall not, and shall not permit any person to:

(a) Extract or scrape. Extract, scrape, harvest, copy, mirror, frame, "deep-link," or systematically download any portion of the Platform, any Report, or any data within the Platform, by manual or automated means;

(b) Bulk export. Aggregate, compile, concatenate, or assemble Reports, data, or content from multiple Reports or queries into any dataset, database, file, spreadsheet, or other compilation;

• Reverse engineer. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Platform or any data within it;
• Redistribute or resell. Sell, resell, license, sublicense, distribute, publish, transmit, syndicate, rent, lease, lend, or otherwise make available any Report, data, identifier, or content from the Platform to any third party without UMIP's prior written authorization;

(e) Compete. Use the Platform, any Report, or any content of the Platform to develop, train, support, market, offer, or operate any product, service, model, dataset, registry, identifier system, lookup service, or website that competes with, substitutes for, or substantially replicates the UMIP Platform, Lifecycle Reports, PIID, identity resolution services, advanced identity resolution services, parcel data services, address data services, building footprint services, or any other UMIP product or service;

(f) Train AI/ML. Use the Platform or any Report as input, training data, fine-tuning data, evaluation data, retrieval-augmentation corpus, or context for any artificial intelligence, machine learning, large language model, embedding model, geospatial model, or similar system, except for the limited internal transient use necessary for your permitted use of a Report under these Terms;

(g) Operate a registry. Use any PIID, alone or in combination with other data, to operate, offer, or support any identifier registry, resolution service, lookup service, geocoder, reverse geocoder, parcel lookup, address lookup, or similar service to or for any third party;

(h) Automate access. Access the Platform or any Report through any robot, spider, crawler, scraper, headless browser, automated script, screen-scraping tool, or any other automated means, except for general-purpose Internet browsers and accessibility technologies used by a single human user;

(i) Remove notices. Remove, alter, obscure, falsify, or modify any copyright, trademark, attribution, watermark, identifier, source notice, or other proprietary or legal notice in the Platform or any Report;

(j) Misuse identifiers. Generate, mint, issue, assign, modify, or claim any PIID; assign any PIID to any property, asset, or record other than as displayed by UMIP; or use any PIID in a manner that may cause confusion as to its authoritative source;

(k) Misrepresent yourself. Impersonate any person, misrepresent your affiliation with any person or entity, or use false or misleading information in your account or any submission;

(l) Interfere. Probe, scan, test the vulnerability of, or breach the security or authentication measures of, the Platform; introduce viruses, malware, worms, trojans, or other harmful code; or engage in any denial-of-service activity;

(m) Circumvent controls. Bypass, disable, or interfere with any security, watermarking, access control, rate limit, volume threshold, geo-restriction, audit, or other technical or contractual measure;

• Violate law. Use the Platform in violation of any applicable law, regulation, court order, or third-party right, including privacy, consumer protection, fair housing, fair credit reporting, anti-discrimination, anti-stalking, and intellectual property laws; or
• Permit any of the foregoing by any employee, contractor, agent, affiliate, or other person acting on your behalf or with your knowledge.

You may not use the Platform or any Report for any purpose regulated by the federal Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA"), or any similar state law, including any determination of eligibility for credit, insurance, employment, housing, or any other purpose listed in 15 U.S.C. § 1681b. Reports are not consumer reports.

Report suspected violations of this Section to abuse@umipinc.com

Fees for Reports and any other paid features are displayed at the point of purchase or selection. All fees are stated and payable in U.S. dollars. UMIP may change pricing at any time on a prospective basis.

Payment is processed through UMIP's third-party payment processors. You authorize UMIP and its processors to charge your designated payment method for all amounts due. You represent that you are the authorized holder of, or are otherwise authorized to use, the payment method you provide.

Fees are exclusive of all sales, use, value-added, excise, and similar taxes, duties, and charges. You are responsible for all such taxes other than taxes imposed on UMIP's net income.

NO REFUNDS WILL BE ISSUED ONCE A LIFECYCLE REPORT HAS BEEN GENERATED. ALL SALES ARE FINAL.

The refund policy is conspicuously disclosed at the point of purchase, in addition to its inclusion here, in compliance with state laws requiring conspicuous disclosure of refund policies (including California Civil Code § 1723, New York General Business Law § 218-a, Florida Statutes § 501.142, and similar laws in other states).

Where required by applicable state law, additional refund-policy notices are displayed at checkout. If a state law mandates a refund right that cannot be lawfully waived by these Terms, that mandate applies to the extent legally required, and nothing in these Terms is intended to waive any such non-waivable right.

You agree to contact UMIP at support@umipinc.com to attempt to resolve any billing concern before initiating a chargeback. Unjustified or fraudulent chargebacks are a material breach of these Terms and a basis for account suspension and recovery of associated costs.

UMIP may suspend or terminate your access to the Platform and to any Report if a charge is declined, reversed, or remains unpaid.

The Platform, all Reports, all data displayed in or available through the Platform (the "Platform Data"), all PIIDs, the PIID namespace and registry, all UMIP trademarks, service marks, logos, and trade dress, all software, models, algorithms, schemas, and documentation, and all intellectual property rights of any kind in or to any of the foregoing are owned by UMIP and its licensors. All rights not expressly granted are reserved.

Subject to your compliance with these Terms, UMIP grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for its intended purpose during the term of your account. Use of any specific Report is subject to these Terms.

"UMIP," "Lifecycle," "PIID," and related logos and design marks are trademarks of UMIP. You may not use any UMIP trademark without UMIP's prior written consent, except as expressly permitted by law (e.g., nominative fair use that does not imply endorsement or affiliation).

The Platform incorporates data, content, and materials licensed from third-party providers. Such data, content, and materials remain the property of their respective owners and are protected by intellectual property and other laws.

If you provide any feedback, suggestion, idea, or recommendation regarding the Platform or any UMIP product or service ("Feedback"), you grant UMIP a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, transferable license to use the Feedback for any purpose, without any obligation to you. You waive any moral rights in any Feedback to the extent permitted by law.

UMIP respects intellectual property rights. To report a claim of copyright infringement, contact UMIP's designated agent:

DMCA Agent UMIP Inc., Attn: DMCA Agent 911 East McDonald Drive Pilot Point, Texas 76258 dmca@umipinc.com

A valid notice must include the elements required by 17 U.S.C. § 512(c)(3), including

• a physical or electronic signature of the rights holder or authorized agent; (ii) identification of the work claimed to be infringed; (iii) identification of the material claimed to be infringing and information reasonably sufficient to locate it; (iv) your contact information;
• a statement of good-faith belief that use of the material is not authorized; and (vi) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act. UMIP may terminate accounts of repeat infringers.

You may have the opportunity to submit information, feedback, queries, comments, or other content to the Platform ("User Content"). You retain ownership of your User Content, subject to the license below.

You grant UMIP a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, transferable license to host, store, reproduce, modify, create derivative works of, display, perform, and use your User Content

• to provide, operate, secure, and improve the Platform;
• to comply with legal obligations; and
• as otherwise described in the Privacy Policy.

You represent and warrant that you have all rights necessary to grant the foregoing license, that your User Content does not violate any law or any third-party right, and that it does not contain malicious code.

UMIP may, but is not obligated to, review, monitor, or remove User Content at any time, for any reason, and without notice.

You consent to receive communications, agreements, disclosures, and notices from UMIP in electronic form, and you agree that electronic communications satisfy any legal requirement that communications be in writing.

UMIP will send you transactional communications (e.g., account notices, security alerts, receipts, Report-availability notifications). You may not opt out of transactional communications while you maintain an account.

You may receive marketing communications from UMIP only if you have separately opted in. You may unsubscribe from marketing communications at any time using the unsubscribe link in any marketing email or by contacting privacy@umipinc.com. UMIP complies with the CAN-SPAM Act of 2003, 15 U.S.C. §§ 7701 et seq., and applicable state laws.

Notices to UMIP must be sent to legal@umipinc.com and by mail to UMIP Inc., Attn: Legal, 911 East McDonald Drive, Pilot Point, Texas 76258.

THE PLATFORM, ALL REPORTS, ALL PLATFORM DATA, AND ALL PIIDs ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UMIP, ITS AFFILIATES, AND ITS LICENSORS AND DATA PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, AVAILABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

Property data changes constantly. Reports are compiled from multiple sources and automated systems and may contain errors, omissions, or out-of-date information. You bear all risk of using the Platform and any Report.

The Platform and Reports are informational only. They are not, and may not be relied upon as, legal, tax, financial, investment, insurance, accounting, real estate, appraisal, surveying, environmental, or other professional advice. They are not a title search, title opinion, title commitment, title insurance, survey, appraisal, environmental site assessment, or inspection. Obtain independent professional advice before taking any action based on the Platform or any Report.

Reports are not consumer reports under the FCRA or any similar state law, and may not be used for any purpose regulated by the FCRA.

The Platform and Reports may be compiled, generated, or augmented by automated systems, including machine-learning systems. UMIP does not guarantee the accuracy, fairness, or appropriateness of any automated determination.

UMIP does not guarantee that the Platform will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER, OR TO ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, LOST GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UMIP'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO UMIP UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

obligations and damages are excluded from the cap:

• your indemnification obligations under Section 15;
• your breach of Section 4 (Volume Threshold), Section 5 (Acceptable Use), Section 7 (Intellectual Property), or Section 14 (Suspension and Termination);
• your unpaid fees, taxes, chargebacks, and amounts due to UMIP;
• either party's fraud, willful misconduct, or gross negligence;
• either party's liability for bodily injury or death caused by that party's negligence; and
• any liability that, as a matter of applicable law, cannot be limited or excluded by contract.

The disclaimers, exclusions, and limitations in Sections 12 and 13 are a material basis of the bargain between you and UMIP. The pricing reflects this allocation of risk. These provisions apply even if a remedy fails of its essential purpose.

Multiple claims do not enlarge the cap. The cap in Section 13.2 is the aggregate maximum for all claims by you against UMIP under these Terms.

UMIP may suspend or terminate your access to the Platform and your account, immediately and without notice, if UMIP reasonably believes that:

• you have breached these Terms or the Privacy Policy;
• your use of the Platform exceeds, or is likely to exceed, the volume threshold in Section 4;
• your use of the Platform poses a security, fraud, legal, or reputational risk to UMIP, its licensors, its data providers, or any third party; or
• UMIP is required to do so by applicable law or by an order of a court or regulator.

UMIP may also terminate these Terms or your account for any reason on thirty (30) days' notice.

Upon termination of your account or these Terms for any reason:

• your right to access the Platform and to view or download any Report ceases immediately;
• you must stop using all Reports and Platform Data;
• you must, within thirty (30) days, delete, destroy, or render permanently inaccessible all Reports, Platform Data, and any outputs derived from them, in your possession or under your control, and, upon UMIP's reasonable request, certify in writing that you have done so;
• UMIP is not obligated to refund any fees; and
• the surviving provisions of these Terms continue in force.

Sections 5, 6.4 through 6.6, 7, 8, 11, 12, 13, 14.2, 14.3, 15, 16, 17, and 18, and any other provision that by its nature should survive, will survive termination of these Terms.

Before initiating arbitration or any other proceeding, the party raising the dispute will send a written notice to the other party describing the nature and basis of the claim and the requested relief. You will send your notice to UMIP at legal@umipinc.com and by mail to UMIP Inc., Attn: Legal, 911 East McDonald Drive, Pilot Point, Texas 76258. UMIP will send its notice to your account email address. The parties will then negotiate in good faith for thirty (30) days to attempt to resolve the dispute informally. Initiation of arbitration before completion of this process is a material breach of this Section.

If the dispute is not resolved through informal resolution, all disputes, claims, controversies, and causes of action arising out of or relating to these Terms or the Platform, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved exclusively by binding individual arbitration.

Arbitration will be administered by the American Arbitration Association ("AAA") under its then-current Consumer Arbitration Rules (or, if those rules are not applicable, the AAA Commercial Arbitration Rules). The arbitration will be conducted by a single neutral arbitrator. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction.

The seat (legal place) of arbitration is Dallas, Texas. The hearing, if any, will be conducted by telephone or videoconference unless the arbitrator determines that an in-person hearing is required, in which case it will be held in Dallas, Texas, or another location the parties agree to.

YOU AND UMIP EACH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION OR PROCEEDING. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative or class proceeding. If a court or arbitrator decides that this class- action waiver is unenforceable as to any claim or remedy, that claim or remedy (and only that claim or remedy) will be severed and brought in a court of competent jurisdiction in accordance with Section 17, with the remainder of this Section 16 remaining in effect.

Notwithstanding the foregoing, either party may bring an individual action in small-claims court (or the equivalent in your state of residence) for any claim within that court's jurisdictional limit, so long as the action remains in that court and is brought only on an individual basis.

Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief, and may bring an action for infringement, misappropriation, or breach of intellectual-property rights or confidentiality obligations, in a court of competent jurisdiction, without first complying with Sections 16.1 through 16.5.

Filing, administrative, and arbitrator fees are governed by the AAA Consumer Arbitration Rules. If those rules require UMIP to pay any portion of your fees, UMIP will do so. Each party bears its own attorneys' fees, except where a statute or these Terms provide otherwise.

The parties, their counsel, and the arbitrator will maintain the confidentiality of the arbitration proceeding and award, except to the extent disclosure is required to enforce the award or by applicable law.

You may opt out of this Section 16 by sending a written opt-out notice to UMIP at legal@umipinc.com within thirty (30) days of your first acceptance of these Terms. The notice must include your name, account email, and a clear statement that you are opting out of arbitration. Opting out does not affect any other provision of these Terms. If you opt out, disputes will be resolved in court in accordance with Section 17.

If UMIP makes a material change to this Section 16 after your acceptance, you may reject the change by sending written notice to legal@umipinc.com within thirty (30) days of the change, in which case the prior version of this Section 16 will continue to apply to disputes between you and UMIP.

These Terms, and all claims arising out of or relating to them or to the Platform, are governed by the laws of the State of Delaware, without regard to its conflict-of- laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

For any claim that, under Section 16, is brought in court (including injunctive or equitable relief, IP claims, claims following a successful arbitration opt-out, claims severed from arbitration, and enforcement of arbitration awards), the parties agree to exclusive personal jurisdiction in, and exclusive venue in, the state and federal courts located in Denton County, Texas. Each party waives any objection to jurisdiction, venue, or forum non conveniens in those courts. UMIP is not required to litigate in Delaware; Delaware law travels with the contract, but suits are heard in Denton County, Texas.

The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of Section 16.

To the fullest extent permitted by law, each party waives the right to a trial by jury for any claim brought in court under these Terms.

Any claim arising out of or relating to these Terms must be brought within one (1) year after the claim accrues, except where a longer period is required by applicable law and cannot be shortened by contract.

UMIP may modify these Terms from time to time. UMIP will provide notice of material changes at least thirty (30) days before they take effect, by email to your account address and through the Platform. Your continued access to or use of the Platform after the effective date of a change constitutes acceptance of the modified Terms. If you do not accept a change, your remedy is to stop accessing the Platform and close your account.

These Terms, together with the Privacy Policy, are the entire agreement between you and UMIP with respect to the subject matter and supersede all prior or contemporaneous communications, proposals, and agreements.

No failure or delay by UMIP in exercising any right under these Terms is a waiver of that right. Any waiver must be in writing signed by UMIP.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will continue in full force and effect. The class-action waiver in Section 16.5 is non- severable in the manner described in that Section.

You may not assign or transfer these Terms or any rights under them, by operation of law or otherwise, without UMIP's prior written consent. Any attempted assignment in violation of this Section is void. UMIP may assign these Terms, in whole or in part, without your consent, in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law.

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship.

Neither party is liable for any failure or delay (other than a payment obligation) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, denial-of-service attacks, governmental actions, public health emergencies, and failures of third-party data providers.

You represent that you are not located in, and will not use the Platform from, any country subject to a comprehensive U.S. embargo, and that you are not on any U.S. government list of prohibited or restricted parties.

The Platform is a "commercial item" as defined in FAR 2.101. If you are a U.S. federal government end user, your rights are limited to those granted under these Terms.

Headings are for convenience only and do not affect interpretation. "Including" and "include" mean "including without limitation." References to a Section include subsections.

Click-through acceptance is a valid and binding execution of these Terms.

UMIP Inc. Attn: Legal 911 East McDonald Drive Pilot Point, Texas 76258 legal@umipinc.com Enterprise inquiries: enterprise@umipinc.com Support: support@umipinc.com Privacy: privacy@umipinc.com Security: security@umipinc.com Abuse: abuse@umipinc.com DMCA: dmca@umipinc.com