TERMS OF USE

Introduction

UMTH Land Development, L.P. (referred to in these Terms of Use as the Company, we, us, or our) has created these Terms of Use in order to provide important disclosures and set forth the rights and obligations of the Company and you with respect to our web site, www.udfonline.com (the Web Site), the products and services of the Company, and the products and services of our parent companies, subsidiaries, affiliates and affiliated funds.

IMPORTANT DISCLOSURES — PLEASE READ CAREFULLY

Securities Law and Offering

Please consult your tax and/or your financial advisor for more information on how these products pertain to your particular investment strategy. This Web Site may contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and 21E of the Securities Exchange Act of 1934, as amended, including discussion and analysis of the financial condition of the certain issuers of securities, anticipated capital expenditures required to complete certain projects, amounts of anticipated cash distributions to investors in the future and certain other matters. These forward-looking statements are based on our current expectations, estimates, forecasts, and projections and are not guarantees of future performance. A number of important factors could cause actual results to differ materially from any forward-looking statements contained in this Web Site. Such factors include those described in the Risk Factors section of the latest applicable prospectus for the offering of securities by investment programs affiliated with the Company or the latest Annual Report or Form 10-K filed with the Securities and Exchange Commission by public programs that are no longer in offering. Forward-looking statements in this Web Site speak only as of the date on which such statements were made, and the Company undertakes no obligation to update any such statements that may become untrue because of subsequent events. Diversification does not ensure a profit or guarantee against a loss. There can be no assurance that the investment objectives described for any particular fund will be achieved.

For more information about Company investment programs, including investment policies, charges, and expenses, ask your financial advisor for a free prospectus, click here to view or download a prospectus, or call toll free at 1-800-859-9338. Please read any such prospectus carefully before you invest or send money. There can be no assurance that the objectives of any Company investment program in this presentation will be achieved. The share or unit values of the Company investment programs will fluctuate based on the values of the underlying assets and there is no guarantee that past performance will be the same as future results. There is no assurance that a secondary market will exist for securities of any Company investment program.

Not an Offer to Sell Securities

The material in this Web Site does not constitute an offer to sell, nor a solicitation of an offer to buy the securities described herein. Such an offering is made only by means of a prospectus. This material must be read in conjunction with the prospectus in order to understand fully all the implications and risks of any offering of securities to which it relates. To obtain a paper copy of the prospectus free of charge, call toll free at 1-800-859-9338.

Risks and Suitability

An investment in securities of a Company investment program is subject to significant risks, including the following:

• • lack of liquidity and a public market for the securities;
  • limited transferability;
  • lack of an operating history or established financing sources;
  • absence of identified investments;
  • potential lack of diversification of investments;
  • reliance on the programs advisor or general partner;
  • payment of significant fees to the advisor or general partner and its affiliates;
  • potential conflicts of interest; and
  • incurrence of substantial debt

Investments in Company investment programs are not suitable for all investors. For a detailed discussion of risks and suitability standards for your state, refer to the Risk Factors section of the latest applicable prospectus for the offering of securities or the latest Annual Report or Form 10-K filed with the Securities and Exchange Commission by public programs that are no longer in offering.

Website Terms and Conditions

The Company, a Delaware limited partnership, makes this Web Site available to you for your information and as background for the products and services of the Company and its parent companies, subsidiaries, affiliates and affiliated funds, subject to the following terms and conditions: This Web Site is offered by the Company, as a convenience to: (1) users of the Web Site; (2) a variety of legally and financially separate entities affiliated with the Company which may be either parent companies or subsidiaries of the same entity, affiliates of each other or share common ownership; and (3) legally and financially separate entities that: (i) were or are sponsored or advised by the Company; or (ii) have some common ownership with the Company or from time to time may maintain business relations with the Company. Most of the entities described above are licensed to use the names United Development Funding and related logos. The Company and each other entity described above are separate legal entities and no legal or financial relationship is to be implied between or among any such entities.

By accessing the information through the Web Site made available at www.udfonline.com, you agree on behalf of yourself, and any and all persons, companies and legal entities (“your principals”) that you represent, if any, and any and all employees and agents thereof (collectively, “you” and “your”) that you have read and agree to use the Web Site in accordance with these Web Site terms and conditions (“Terms and Conditions”) and the Web Site Privacy Policy available for viewing on the Web Site (click here to view) and hereby incorporated by reference. Your continued use of the Web Site means that you agree that these Terms and Conditions legally bind you in the same manner that a signed, written, non-electronic contract does. You should not use the Web Site in any manner or attempt to access the Web Site if you are not willing to be bound and abide by these Web Site Terms and Conditions. Your continued use of the Web Site also means that you represent and warrant that you are able to enter into legally binding contracts and that you are authorized by your principals, if any, to (i) use the Web Site; and (ii) to agree to these Terms and Conditions as a legally binding contract on behalf of you and your company (or legal entity, as applicable). For purposes of the Terms and Conditions, the term “Web Site” includes, without limitation, those parts of the Web Site that you can access based on your account with the Web Site, if any, including, without limitation, the publicly available content, materials and information, and any portion thereof, and any other information or materials that may be available to you if you have created an account with the Web Site (collectively, “Content”).

1. LICENSE TO THE CONTENT. The Company grants you a limited, nonexclusive, nontransferable license during the Term (defined below) to access the Web Site solely to display the Content for informational purposes only and to print and/or save copies of the Content with or on your personal computer, solely for your use in obtaining information regarding the Company. Any other use of the Content or the Web Site is expressly prohibited. All other rights in the Content and the Web Site are reserved by the Company and its licensors. The Company reserves all rights in the Web Site and you agree these Terms and Conditions do not grant you any rights in or licenses to the Web Site, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another web site, or in any other way exploit any of the Content or any other part of the Web Site or any derivative works thereof, in whole or in part, for commercial or non-commercial purposes without the express prior written permission of the Company. Without limiting the foregoing, you will not frame or display the Web Site (or any part of the Web Site) as part of any web site or any other work of authorship without the express prior written permission of the Company.

From time to time, we may make certain content available for registered users. As a registered user, you will have login information, including user names and passwords to access certain functionality of the Web Site. You will maintain the secrecy and security of your login information and not allow others to use the login information. You will notify us of any breach in secrecy of your login information. You agree to immediately notify us by calling 1-800-859-9338 of any potential breaches of secrecy of the login information and of the departure of any employee with access to the login information. The Company is entitled to rely on any instructions or data received through the registered user account until notified of any breach of security of your login information.

2. PRODUCTS AND SERVICES. The information regarding the Company provided on the Web Site may change at any time. In addition, eligibility or suitability requirements may apply for access to this information or any transaction with or regarding the Company and they may not be available in all geographic areas.

3. WEB SITE ACCURACY. Although the Company has tried to provide accurate and timely information on the Web Site, please be aware that the Web Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. The information published on the Web Site is provided as a convenience to visitors and is provided for informational purposes only. Accordingly, you should verify all information before relying on it, and all decisions based on information contained in the Web Site are your sole responsibility and the Company shall have no liability for such decisions. If you need specific details about any information contained in our Web Site, you should contact the Company as provided in the “Contact Us” section of the Web Site.

4. WEB SITE RESTRICTIONS. As a condition of your use of the Web Site, you represent and warrant that you shall not use the Web Site for any purpose that is unlawful or that is prohibited by these Terms and Conditions. You will not submit any false, misleading or inaccurate information to the Web Site. You will abide by all applicable local, state, national and international laws and regulations and you shall be solely responsible and liable for all of your acts or omissions that occur while you use the Web Site. By ways of example, and not as a limitation, you will not use the Web Site to:

(a) Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others;

(b) Publish, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, tortious, indecent, immoral or otherwise objectionable material or information;

(c) Transmit or upload any material to the Web Site that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;

(d) Interfere with or disrupt the Web Site networks or servers;

(e) Harvest or otherwise collect information from the Web Site about others, including, without limitation, e-mail addresses, without proper consent;

(f) Use the account, login identification, or password of another party to access the Web Site;

(g) Otherwise attempt to gain unauthorized access to the Web Site, other accounts, computer systems or networks connected to the Web Site, through password mining or any other means; or

(h) Interfere with another individuals or entitys use or enjoyment of the Web Site.

The Company has no obligation to monitor your use of the Web Site or retain the content of any of your sessions on the Web Site. By transmitting information through the Web Site, you accept the risk that such information as well as any information that we transmit to you, may be intercepted by third parties. In addition, messages that you send to us by e-mail may not be secure. We recommend that you do not send any confidential information to us by e-mail. If you choose to send any confidential information to us via e-mail, you accept the risk that this information may be intercepted by a third party. The Company reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or as otherwise may be legally permissible.

5. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING ANY CONTENT OR OTHER INFORMATION ACCESSED THROUGH THE WEB SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. NO MATERIALS OR OTHER ADVICE OR INFORMATION, WHETHER ORAL, WRITTEN OR IN ANOTHER FORM, OBTAINED BY YOU THROUGH THE WEB SITE OR OTHERWISE, WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR FROM THE WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK. THE WEB SITE IS PROVIDED TO YOU AS IS.

6. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT THE COMPANY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, ADVISORY BOARD MEMBERS, EMPLOYEES, CONTRACTORS, AND AGENTS (INCLUDING, WITHOUT LIMITATION, ANY BROKER DEALER ENTITIES THAT PROVIDE PRODUCTS OR SERVICES FOR YOU ARISING OUT OF, OR SEPARATE FROM, YOUR USE OF THE WEB SITE) (COLLECTIVELY, COMPANY PARTIES) SHALL NOT HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES THAT ARISE OUT OF OR RELATE TO THE WEB SITE OR THESE TERMS AND CONDITIONS. IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF THE COMPANY PARTIES FOR DAMAGES OF ANY TYPE, EXPENSES OR LOSSES UNDER ANY CLAIM, CAUSE OF ACTION, LAWSUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE WEB SITE EXCEED FIVE HUNDRED DOLLARS ($500). THE LIABILITY LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE CLAIM, CAUSE OF ACTION, LAWSUIT OR PROCEEDING IS BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF THE APPLICABLE DAMAGES. AS SUCH, YOU ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY APPLIES EVEN TO ANY NEGLIGENCE OF THE COMPANY PARTIES.

7. LINKS WITH OTHER WEB SITES. The Company may provide links to other web sites or resources (Linked Sites). You acknowledge and agree that the Company has no control over and is not responsible for the Linked Sites. The Companys reference to or use of tangible or intangible asset, property, a product, service, or process does not imply the Companys recommendation, approval, affiliation, or sponsorship of that respective asset, property, product, service, or process. You agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss arising out of or relating to the Linked Sites, including, without limitation, content, property, goods or services available on the Linked Sites. Links to the Web Site are not permitted without the express prior permission of the Company.

8. INDEMNIFICATION. You agree to defend, indemnify, and hold the Company harmless from any and all damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, arising out or relating to any and all third party claims, demands or allegations arising out of or relating to your use of the Web Site, including, without limitation, arising out of or relating to your violation of the Terms and Conditions, any applicable laws, or your violation of any rights of a third party.

9. MODIFICATIONS. The Company may change the Terms and Conditions from time to time by posting the modified Terms and Conditions to this Web Site. Your continued use of this Web Site after such modifications are made available for viewing via the Web Site will be deemed your acceptance of such changes. However, the Company will require your assent to the revised Terms and Conditions for portions of the Web Site where login and password information is required. If you do not provide such an assent, such as through clicking the applicable “I Agree” button, among other methods, then your access to use of the registered user portion of the Web Site will terminate in accordance with Section 12 below. The Company reserves the right to modify or temporarily discontinue your access to the Web Site or parts thereof, with or without notice to you. You agree that the Company shall not be liable to you or any third-party for any modification to the Web Site or your access to the Web Site.

10. INTERNET ACCESS. To use the Web Site, you must, at no cost to the Company: (a) provide for your own access to the World Wide Web and pay any service fees associated with such access; and (b) provide all equipment necessary for you to make such connection to the World Wide Web, including, without limitation, a computer and modem or broadband Internet connection.

11. INFORMATION RELATING TO FUND SECURITIES. Certain of the information contained in the Web Site relates to investment programs affiliated with the Company (the Investment Programs) who have made or are currently making offerings of their securities. The securities are being offered by select members of the Financial Industry Regulatory Authority (FINRA). Unless otherwise expressly stated, the assets depicted on the Web Site are for illustrative purposes and are not owned, or intended to be acquired, by the Investment Programs or any of the developers with whom any of the Investment Programs does business. There can be no assurance that any of the Investment Programs investment objectives will be achieved.

A copy of the current version of each of the available Investment Programs current prospectus is available on the Web Site. For those considering an investment in an Investment Program, the Web Site must be read in conjunction with the applicable prospectus in order to fully understand all the implications and risks of the offering of the securities to which it relates. For printed prospectuses, please call the Company at 1-800-859-9338. An investment in the securities of an Investment Program is subject to substantial risks as described above. These risks include absence of liquidity or a public market for these securities, limited transferability, lack of an operating history or established financing sources, absence of identified investments, potential lack of diversification of investments, reliance on the Investment Programs sponsor or general partner, payment of significant fees to the advisor or general partner and its affiliates, potential conflicts of interest, and incurrence of substantial debt by the Investment Program. An investment in an Investment Program is not suitable for all investors. Refer to the applicable prospectus for a more detailed discussion of risks.

This Web Site is neither an offer to sell nor the solicitation of an offer to buy any security, which can be made only by the prospectus, filed or registered with appropriate state and federal regulatory agencies, and sold by broker dealers authorized to do so. No regulatory agency has passed on or endorsed the merits of the offering of securities by any Investment Program. Any representation to the contrary is unlawful. Consult the applicable prospectus and subscription document for suitability standards in your state.

12. TERMINATION OF REGISTERED USER ACCOUNT. The term (“Term”) of these Terms and Conditions shall be until either you or the Company terminates your Web Site account, if applicable, with or without cause at any time and effective immediately. The Company may additionally, in its sole discretion, immediately terminate these Terms and Conditions, and your access to your registered user account viewable via the Web Site should you fail to adhere to these Terms and Conditions. You agree that the Company shall not be liable to you or any third party for termination of these Terms and Conditions or access to the Web Site or any of the registered user account information. Should you object to any terms or conditions of these Terms and Conditions or any subsequent modifications to these Terms and Conditions or become dissatisfied with any part of the Web Site in any way, your sole and exclusive remedy is to immediately: (1) terminate use of the Web Site; and (2) notify the Company in writing of your termination of your agreement to these Terms and Conditions. Upon expiration of the Term or termination of these Terms and Conditions, your license rights to the Web Site immediately cease. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 will survive and remain in full force and effect after termination.

13. ARBITRATION. You agree with the Company that any dispute arising in connection with these Terms and Conditions or the performance of any party under these Terms and Conditions or otherwise relating to these Terms and Conditions shall be referred to binding arbitration in Dallas, Texas, in accordance with the rules of the American Arbitration Association by a panel of three arbitrators. Each of the parties shall name one arbitrator. The third arbitrator shall be selected by the two named arbitrators from the list of the current active members of the American Arbitration Association. The arbitration shall be binding, final, not appealable, enforceable and in lieu of any right to sue or seek other arbitration in any court or tribunal. Notwithstanding the foregoing, either you or the Company shall be entitled to apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief, without breach of this arbitration provision.

14. EQUITABLE RELIEF. You acknowledge that any use or threatened use of the Web Site or Content in a manner inconsistent with these Terms and Conditions shall cause immediate irreparable harm to the Company for which there is no adequate remedy at law. Accordingly, you acknowledge and agree that the Company shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach by you. You agree and stipulate that the Company shall be entitled to such injunctive relief without posting a bond or other security; provided however that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in the amount of $1,000 shall be sufficient. Nothing contained herein shall limit the right of the Company to any remedies at law, including, without limitation, the recovery of damages from you for breach of these Terms and Conditions, as applicable.

15. ASSIGNMENT. YOU WILL NOT ASSIGN, INCLUDING, WITHOUT LIMITATION, BY OPERATION OF LAW, CHANGE OF CONTROL OR OTHERWISE, YOUR RIGHTS OR LICENSES TO THE WEB SITE PROVIDED UNDER THESE TERMS AND CONDITIONS, EITHER IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. THE COMPANY HAS THE RIGHT TO ASSIGN THESE TERMS AND CONDITIONS. ANY ATTEMPT TO ASSIGN THESE TERMS AND CONDITIONS CONTRARY TO THIS SECTION WILL BE VOID AND HAVE NO EFFECT.

16. COPYRIGHT AND TRADE NAMES. ALL OF THE INFORMATION ON THE WEB SITE, INCLUDING TEXT, IMAGES, GRAPHICS AND SOFTWARE, IS THE PROPERTY OF THE COMPANY, EXCEPT AS OTHERWISE INDICATED, AND IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. IN ADDITION, THE COLLECTION, ARRANGEMENT AND ASSEMBLY OF CONTENT ON THIS WEB SITE IS THE EXCLUSIVE PROPERTY OF THE COMPANY AND IS LIKEWISE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. YOU MAY VIEW, DOWNLOAD AND REPRINT INFORMATION AND MATERIALS CONTAINED ON THIS WEB SITE (I) SOLELY FOR INFORMATIONAL PURPOSES AND FOR NO OTHER PURPOSE, AND (II) PROVIDED THAT NEITHER THE MATERIALS, NOR ANY PROPRIETARY NOTICES THEREIN, ARE MODIFIED OR ALTERED IN ANY WAY.