MuniPro Terms of Use

1. Who may use the Services

• The Services are for professional use by people at least 18 years old who work in or with the municipal market: issuers and their staff, advisors, underwriters, banks, investors and others.
• Anyone may view, download and reuse the public information an issuer publishes on a website we host. The age and professional-use limits in this section, and sections 8 and 9, don't restrict that use. The issuer's own terms may also apply.
• Keep your login details private and don't share your account. You're responsible for activity under your account. Tell us at support@munipro.com if you think someone has used it without permission.
• Give us accurate information when you sign up, and keep it current.
• Only an authorized representative of an issuer may claim, edit or publish that issuer's page or website. We may ask for proof of authority and may remove a claim we can't confirm.

2. The Services

• We may add, change or remove features. Features marked "preview," "beta," "coming" or similar are offered as-is and may change or end.
• We may set reasonable usage limits to protect the Services and other users.

3. Free access and paid features

• Free for issuers. The issuer record and non-AI issuer tools are free for issuers, and we intend to keep them free. If that changes, every existing issuer gets 12 months' notice and keeps free access through that period. This pledge applies despite sections 2, 11 and 18: we won't remove free access to the issuer record or non-AI issuer tools, or end an issuer's free access because we stop offering them, without that 12 months' notice. Section 11 still lets us suspend or end an account for breach or where the law requires it.
• Paid features. For issuers, we charge for three things: direct AI features, AI-derived data and priority customer support. Other users' fees, and any paid feature's fees, are stated in the order form or on the screen where you buy it. Fees exclude taxes unless stated otherwise.
• Free accounts. Free accounts may be limited in scope and may be suspended or ended under section 11.

4. Your content and data

• You own your content. "Your Content" means the information, files and materials that you or your users upload to or create in the Services, including issuer schedules, documents and website content. As between you and us, you own Your Content.
• Our license to use it. You give MuniPro a limited license to host, copy, process, display and transmit Your Content only to provide, secure and support the Services, to follow your instructions, and as the Privacy Policy describes. When you publish content to a public page or website through the Services, you authorize us to make it publicly available.
• We don't sell issuer data. Here, "issuer data" means Your Content that an issuer or its users provide.
• You are responsible for Your Content. You confirm that you have the rights needed to provide it, and that it doesn't break any law or anyone else's rights. If you publish information about an issuer or its securities through the Services, you're responsible for its accuracy and for any disclosure obligations that apply to you.
• Leaving. You may stop using the Services at any time. Issuers who use a website we host keep their domain and their content.

5. Public data and market information

• Much of the data in the Services comes from public sources, such as the MSRB's Electronic Municipal Market Access (EMMA) system, official statements, continuing-disclosure filings and other public records, and from data you provide. We compile and organize it, and may extract figures from documents automatically.
• Public data may be delayed, incomplete or wrong, and our compiling or extraction may introduce errors. Check figures against the source document before relying on them. Prices, yields and trades in the Services are not real-time and may be delayed by a day or more.
• Nothing in the Services is an offer to buy or sell any security, or a solicitation of an offer.

6. AI features

• Some features use artificial intelligence, including AI assistants, AI-generated documents and summaries, and connectors to other AI tools.
• No person at MuniPro reviews an AI answer before you see it. AI output can be inaccurate, incomplete or out of date, even when it sounds confident. Review AI output, and check it against the source, before you use it, share it or rely on it.
• Don't enter information you aren't allowed to share with MuniPro or with the third-party AI providers we use to run a feature.
• You're responsible for how you use AI output, including anything you publish or send to others.

7. Not advice; our role

• The Services, including models, analyses, calculators, schedules, documents and AI output, are tools and information only. They provide general information and tools. They are not recommendations, and they are not investment, financial, legal, tax or accounting advice, or advice under the SEC's municipal advisor rule (Exchange Act Section 15B and Rule 15Ba1-1).
• MuniPro is not acting as your municipal advisor, broker-dealer, investment adviser or fiduciary, and using the Services creates no such relationship.
• You're responsible for your own decisions, and for your compliance with the securities laws, MSRB rules and other rules that apply to you. Get advice from your own qualified professionals before acting.

8. Acceptable use

Don't:

• copy, scrape, crawl or bulk-download data from the Services, except through features or APIs we provide for that purpose and within their limits;
• resell, redistribute, sublicense or publish data from the Services, except as a feature allows (for example, publishing your own issuer page) or as your agreement with us permits;
• reverse engineer, decompile or try to extract source code or models, except where the law allows it despite this restriction;
• get around security, access controls or usage limits, or test the security of the Services without our written permission;
• share accounts, or access the Services with someone else's credentials;
• upload malware, or interfere with the Services or other users;
• use the Services to build or train a competing product or dataset;
• impersonate anyone, or misrepresent your authority to act for an issuer or firm;
• use the Services in breach of any law or regulation, including export controls and sanctions.

9. Our intellectual property; feedback

• MuniPro and its licensors own the Services, including software, designs, our own compilations of data (not Your Content), text, graphics and trademarks. These Terms give you a limited, non-exclusive, non-transferable right to use the Services for your internal business purposes while you comply with them. We keep every right not expressly granted.
• If you send us ideas or feedback, we may use them without any obligation to you.

10. Third-party services and links

The Services may connect to, or link to, services we don't control, such as AI tools, cloud providers, calendars and other websites. Their own terms and privacy policies apply. We aren't responsible for them.

11. Suspension and termination

• We may suspend or end your access if you breach these Terms, if your use creates risk for MuniPro or others, if the law requires it, or if we stop offering the Services. Where reasonable, we'll give you notice first.
• You may stop using the Services at any time. Paid features end as your order form or purchase terms state.
• Sections 3 (fees owed), 4 (except our license, which ends when we stop hosting Your Content, subject to the Privacy Policy and backup cycles), 5, 6, 7, 9 and 12 to 19 continue after termination.

12. Disclaimers

TO THE FULLEST EXTENT THE LAW ALLOWS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." MUNIPRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY. WE DON'T WARRANT THAT THE SERVICES OR ANY DATA WILL BE ACCURATE, COMPLETE, CURRENT, UNINTERRUPTED OR ERROR-FREE.

13. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS: (A) MUNIPRO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, OR TRADING OR INVESTMENT LOSSES, ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS; AND (B) MUNIPRO'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID MUNIPRO FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US $100. THESE LIMITS APPLY WHATEVER THE LEGAL THEORY, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF THE DAMAGES. SOME JURISDICTIONS DON'T ALLOW SOME OF THESE LIMITS, SO THEY MAY NOT APPLY TO YOU.

14. Indemnity

To the extent the law allows, you will defend and indemnify MuniPro and its officers, employees and agents against third-party claims, and the related losses and reasonable costs, arising from Your Content, your breach of these Terms, or your misuse of the Services.

15. Government and public-entity users

If you use the Services for a state or local government, public authority or other public entity, any provision of these Terms that your governing law prohibits you from accepting (for example, an indemnity or a choice of law or venue) does not apply to you, to the extent of that prohibition. Public-records laws that apply to you control over these Terms. If funds for a paid feature aren't appropriated, you may end that paid feature at the end of the period that has been funded, by written notice to us. If you lack authority to bind your public entity, these Terms bind you only as an individual user, and you aren't personally liable for the entity's obligations. Nothing in these Terms waives any immunity your entity has. A change under section 18 binds your entity only to the extent its law allows.

16. Copyright complaints

If you believe content in the Services infringes your copyright, send a notice to support@munipro.com with the subject "Copyright notice." Include: your contact details; the work you say is infringed; where the material is in the Services; a statement that you believe in good faith the use isn't authorized; a statement, under penalty of perjury, that your notice is accurate and that you are the owner or authorized to act for the owner; and your physical or electronic signature. We will remove or disable material in response to valid notices, and end the accounts of repeat infringers in appropriate circumstances. If your material was removed by mistake, send a counter-notice to the same address.

17. Governing law and disputes

New York law governs these Terms, without regard to its conflict-of-laws rules. Any dispute arising from or related to these Terms or the Services will be resolved only in the state or federal courts located in New York County, New York, and you and MuniPro consent to their jurisdiction, subject to section 15. Either party may seek an injunction in any court to protect its intellectual property.

18. Changes to these Terms

We may update these Terms. The "Last Updated" date above shows when they last changed. For a material change, we'll give at least 30 days' notice by email or in the Services before it takes effect. If you keep using the Services after a change takes effect, you accept the updated Terms. If you don't agree, stop using the Services.

19. General

• These Terms, the Privacy Policy and any signed agreement or order form are the entire agreement between you and MuniPro about the Services.
• If a court finds part of these Terms unenforceable, that part is limited to the minimum extent needed, and the rest stays in effect.
• Not enforcing a provision isn't a waiver. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of assets.
• Neither party is liable for delays caused by events beyond its reasonable control.
• Notices to MuniPro go to the address below. We may send notices to you at your account's email address or in the Services.

20. Contact us

MuniPro, Inc.
31 Hudson Yards, Floor 11
New York, NY 10001
support@munipro.com
Privacy questions: privacy@munipro.com