Data Licensing Agreement for Online Information Services

Effective: November 12, 2026

IMPORTANT — READ CAREFULLY: By affirmatively acknowledging acceptance of the terms and conditions of this Data Licensing Agreement for Online Information Services (this “Agreement”) in connection with your purchase of the Product (as defined below) containing confidential and proprietary data of Licensor (as defined below), you agree to be bound by the terms of this Agreement. If you are accepting the terms and conditions of this Agreement on behalf of an organization, you hereby represent that you have the authority to bind that organization.

This Agreement is made effective by and between Land Use Labs LLC, a Delaware limited liability company (“Licensor”), and the individual, or organization represented by the individual, who has acknowledged acceptance of the terms and conditions of this Agreement in connection with the purchase of a certain product from Licensor (“Licensee”). Such product is, as applicable, the Zoning API, the Land Use Lab platform, or any other Licensor products delivering on-demand online information or information services, which you intend to purchase or which you have purchased (the “Product”). Licensor and Licensee may be collectively referred to as “Parties” or individually as a “Party.” For purposes of this Agreement, “Data” means the Product and any and all data, content, information, metadata, compilations, and materials included therein, whether in raw or processed form, and whether in whole or in part.

  1. License. Subject to and conditioned on Licensee’s (a) payment of all fees associated with the purchase of the Product from Licensor (the “Fee”) and (b) compliance with all terms and conditions of this Agreement, Licensor grants to Licensee, and Licensee accepts, a worldwide, non-exclusive, non-transferable, non-assignable, non-sublicensable right to access and use the Data for the purposes described herein in exchange for Licensee’s payment of the Fee.
  2. Permitted Uses. Licensee may use the Data exclusively for the following enumerated purposes:
    1. Licensee’s own internal business, internal organizational, or internal research purposes;
    2. the creation of derivative works relying on or incorporating the Data which are solely for internal use;
    3. the creation of derivative written articles or reports published by reputable academic journals, accredited academic institutions, nonprofit research organizations, or government agencies; and
    4. the redistribution, display, and embedding of the Data into closed, private/nongovernmental, and proprietary platforms that do not compete directly with Licensor's platform and that are operated by the Licensee for subscribers, employees, or other users (and not the general public), whether free of charge or paid, provided that Data retrieved in response to a request by or for a particular subscriber, employee, or other user is displayed only to that party and is not stored, cached, reused, or distributed to any other party (collectively, “Permitted Uses”),

    all subject to the restrictions articulated in Section 3 of this Agreement. If Licensee is an organization, Licensee may allow its employees and independent contractors to access and use the Data solely in connection with facilitating Licensee’s Permitted Uses, provided that all individuals accessing the Data adhere to the terms and conditions of this Licensing Agreement and further provided that Licensee remains responsible for their compliance with the terms and conditions of this Agreement. For custom licenses allowing additional uses, Licensee should contact Licensor.

  3. Restrictions. Licensee shall not at any time, directly or indirectly, use the Data in any manner other than as expressly enumerated in Section 2 of this Agreement. For the avoidance of doubt and by way of example and not by limitation, Licensee shall not at any time, directly or indirectly:
    1. incorporate the Data or any work derived from the Data into any commercial product, process, program, or service, whether free of charge or paid, or otherwise commercially exploit or use the Data, except as expressly provided for in Section 2 of this Agreement;
    2. publish, publicly display, distribute, rent, lease, lend, sell, license, sublicense, or transfer the Data, or otherwise allow or facilitate access to the Data by third parties (including through authorized derivative works), except as expressly provided for in Section 2 of this Agreement; for the avoidance of doubt and by way of example and not by limitation, third parties include publishers and editors of academic journals or other research publications, who shall not be afforded access to the Data;
    3. use the Data to create a dataset, product, or service that directly competes with those offered by Licensor, including but not limited to a platform, subscription service, or web portal allowing third parties to access the Data, in whole or in part, whether in structured or unstructured format;
    4. reverse engineer, dissemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Data or methods used to compile the Data in whole or in part, or facilitate or allow any third party to do the same;
    5. remove any proprietary notices with respect to the Data;
    6. use the Data in violation of any applicable law, violation of any third party rights, or for any purpose other than the Permitted Uses;
    7. use the Data to develop, train, validate, update, improve, or modify any machine learning or artificial or generative intelligence models, algorithms, or programs, or use the Data in any post-training processes using or involving any machine learning or artificial or generative intelligence models, including but not limited to the process of reinforcement learning;
    8. assign this Agreement, except as expressly provided for in Section 20 of this Agreement; or
    9. store, cache, reuse, or distribute the Data to third parties, other than the inital party accessing the Data, within authorized platforms.
  4. Protection of Data. Licensee acknowledges that the Data constitutes valuable proprietary information of Licensor, and as such, Licensee shall use all reasonable legal, organizational, physical, administrative, and technical measures, and security procedures to safeguard and ensure the security of the Data and to protect the Data from unauthorized access, disclosure, duplication, use, modification, or loss, including, without limitation, such precautions as Licensee would take to protect Licensee’s own confidential or proprietary information.
  5. Hardware and Software. Licensee, at its own expense, shall provide all necessary hardware, software, and equipment needed to access and use the Data.
  6. Ownership of Intellectual Property. Licensee acknowledges that, as between Licensor and Licensee, Licensor owns all rights, title, and interest, including all intellectual property rights, in and to the Data. Licensee further acknowledges that (a) Licensor has dedicated substantial resources to collect, manage, and compile the Data; and (b) Licensee will take no action to infringe on the rights of Licensor therein. Licensor may terminate this Agreement without advance notice to Licensee or an opportunity for Licensee to cure and without further obligation or liability if Licensee contests any of Licensor's right, title, or interest in or to the Data. No ownership rights are conveyed to Licensee through this Agreement. All rights not expressly granted to Licensee in this Agreement are reserved by Licensor. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties.
  7. Indemnification.
    1. Pursuant to the terms and subject to the conditions of this Agreement, including, without limitation Sections 8 and 10 of this Agreement, Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all claims, liabilities, damages, losses, expenses, demands, suits and judgments, including without limitation reasonable attorneys’ fees and costs (collectively referred to as “Losses”) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding that Licensee’s Permitted Uses of the Data infringes or misappropriates such third party’s intellectual property rights. This Section 7(a) will not apply to the extent that the alleged infringement arises from Licensee’s violation of Section 3 of this Agreement, Licensee’s modification of the Data, or Licensee’s combination of the Data with any other data.

      THIS SECTION 7(a) SETS FORTH LICENSEE'S SOLE REMEDIES AND LICENSOR'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE DATA INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

    2. Licensee will indemnify and hold harmless Licensor and its officers, directors, employees, agents, affiliates and contractors from and against any and all Losses arising from or relating to Licensee’s breach of this Licensing Agreement, including a breach of any representation, warranty, or covenant set forth herein, and use of the Data in a manner not permitted by this Agreement.
  8. Exclusion of Liability.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE DATA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (c) LOSS OF GOODWILL OR REPUTATION, (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY, OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. BY AGREEING TO THESE TERMS, LICENSEE EXPRESSLY ACCEPTS THIS EXCLUSION OF LIABILITY.

  9. No Warranties.

    LICENSOR GIVES NO EXPRESSED OR IMPLIED WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WITH RESPECT TO THE DATA, THE DATA'S CONTENT, ACCURACY, CURRENCY OR COMPLETENESS, OR CONCERNING THE RESULTS TO BE OBTAINED FROM USE OF THE DATA, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. ALL DATA IS EXPRESSLY PROVIDED AS IS AND WITH ALL FAULTS. THE LICENSEE IS RESPONSIBLE FOR ENSURING THE ACCURACY, CURRENCY AND OTHER QUALITIES OF ALL PRODUCTS (INCLUDING MAPS, REPORTS, DISPLAYS, DERIVATIVE DATASETS, AND ANALYSIS) PRODUCED FROM OR IN CONNECTION WITH THE DATA AND ASSUMES ALL RISKS AS TO THE RESULTS AND PERFORMANCE OF THE DATA. THE LICENSED USER SHALL HAVE NO REMEDY AGAINST LICENSOR IF THE DATA PROVIDED IS DEFECTIVE IN ANY WAY, INCLUDING BUT NOT LIMITED TO THE RECOVERY OF CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, PUNITIVE DAMAGES, OR ANY OTHER DAMAGES CLAIMED TO BE SUFFERED BY THE USER OR ANY THIRD PARTY AS A RESULT OF USE OF THE DATA.

  10. Total Aggregate Liability.

    NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT WILL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE DATA, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO LICENSOR IN CONNECTION WITH THE PURCHASE OF THE DATA, LIMITED TO PROVEN DIRECT DAMAGES CAUSED BY THE LICENSOR.

  11. Term and Termination. The term of this Agreement begins on the date this agreement is accepted by Licensee and will continue in effect unless and until terminated by Licensor in accordance with this Section 11. This Agreement and the license granted to Licensee herein shall be automatically voided and terminated without notice to Licensee if Licensee violates the terms of this Agreement. Upon such termination, Licensee shall cease use and access of the Data and destroy and delete all copies thereof. No termination of this Agreement will entitle Licensee to any refund.
  12. No Updates. Licensee acknowledges and agrees that Licensor has no obligation to provide updates to the Data.
  13. Confidential Information. Licensee acknowledges and agrees that the Data is confidential information of Licensor. Licensee shall use the Data solely as permitted under this Agreement and shall not disclose or use the Data for any purpose not expressly authorized herein. Notwithstanding the foregoing, Licensee may disclose the Data to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that Licensee shall first have given written notice to Licensor and made a reasonable effort to obtain a protective order; or (b) to establish Licensee’s rights under this Agreement, including to make required court filings. Licensee’s obligation of non-disclosure with regard to the Data is effective as of the date this Agreement is accepted by Licensee and will continue in perpetuity.
  14. Public Records; Freedom of Information. If Licensee is subject to any public records laws, including the Freedom of Information Act (5 U.S.C. § 552) and any applicable state or local equivalents (collectively, “Public Records Laws”), Licensee represents and warrants to Licensor that the Data constitutes confidential, proprietary, and trade secret information, including confidential commercial information, that is exempt from disclosure under all Public Records Laws applicable to Licensee. If Licensee is subject to Public Records Laws and receives a request, demand, or order seeking disclosure of the Data (a “Disclosure Request”), Licensee shall:
    1. promptly notify Licensor in writing of such Disclosure Request to the extent legally permitted;
    2. cooperate with Licensor, at Licensee’s expense, in any effort to seek a protective order or otherwise prevent or limit disclosure of the Data, including asserting all applicable exemptions for trade secrets and confidential commercial information;
    3. not disclose the Data unless required to do so after complying with the foregoing obligations and providing Licensor a reasonable opportunity to intervene or object; and
    4. if disclosure is required, disclose only that portion of the Data that is legally required to be disclosed and use all reasonable efforts to obtain confidential treatment for such disclosed information.

    Nothing in this Section 14 shall require Licensee to violate applicable law or a binding order of a governmental authority.

  15. Survival. Any rights, obligations, or required performance of the parties in this Agreement which, by their express terms or nature and context are intended to survive termination or expiration of this Agreement, will survive any such termination or expiration, including, without limitation, the rights and obligations set forth in Sections 3, 6, 7, 8, 9, 10, 11, 13, 14, and 15.
  16. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties and any of the Parties' predecessors in interest with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
  17. Waiver. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  18. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement.
  19. Governing Law and Venue. The Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware without regard to its conflict of laws provisions. Any legal suit, action or proceeding arising out of this Agreement or the Data provided hereunder shall be instituted exclusively in the federal courts of the United States located in the District of Columbia, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
  20. Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Licensor. Any purported assignment, transfer, or delegation in violation of this Section is null and void.
  21. Export Regulation. The Data may be subject to U.S. export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Data to, or make the Data accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Data available outside the United States.
  22. Equitable Relief. Licensee acknowledges and agrees that a breach or threatened breach by Licensee of any of its obligations under Section 3 or any other section of this Agreement would cause Licensor irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to equitable relief, including an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
  23. Attribution. In any and all authorized platforms incorporating the Data, Licensee shall include in a prominent location a reference that some or all (as applicable) of the platform's zoning data came from "Land Use Labs LLC," and shall refer to and incorporate by reference (and, where possible, link to) this Agreement in any terms and conditions provided to subscribers, employees, or other users of said platform. In any and all authorized publication(s) utilizing the Data, Licensee shall include an acknowledgement in a prominent location (such as the introductory pages of a written report or in the legend or caption of a static map) that some or all (as applicable) of its zoning data came from “The National Zoning Atlas, via Land Use Labs LLC.” If the work is a scholarly work, the DOI available at https://www.zoningatlas.org/about#doi should be included.
  24. Use of Company/Institution Name and Logo. If Licensee is a company or institution, Licensee expressly allows for Licensor to display Licensee's name or logo on Licensor's website as a client or customer or Licensor. Licensor shall in no way indicate that Licensee endorses Licensor or the Data. Licensee may revoke this permission at any time through written communication in any form (including but not limited to use of the Contact form on the Licensor's website or by email).