Last Revised: Aug. 1, 2011

THESE TERMS OF USE CONSTITUTE A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU, REGARDLESS OF YOUR CORPORATE FORM OR IF YOU ARE AN INDIVIDUAL, AND US, AND IT GOVERNS YOUR USE OF THE SMARTCLOSING^℠ MORTGAGE CALCULATOR.

Before you continue, you should print or save a local copy of these terms of use for your records.

BY ASKING TO DOWNLOAD AND USE CLOSINGCORP’S SMARTCLOSING^℠ MORTGAGE CALCULATOR, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOLLOWING TERMS OF USE AND AGREE TO BE BOUND BY THEM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL NON-PERSON ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE TO LIST INFORMATION FOR OTHER USERS TO SEE. “CLOSINGCORP”, “WE,” “US,” AND “OUR” REFER TO CLOSINGCORP INC.

1. Definitions.

“ClosingCorp“, “we“, “us” or “our” refers to ClosingCorp, Inc. “Calculator” means our SmartClosing^℠ Mortgage Calculator software application and functionality. “ClosingCorp Service” means our information service offerings, proprietary web site(s) (including our primary site accessible at www.closing.com), and other proprietary technology or content owned or used by us or our licensors, or made available in providing our products and services.

2. Your License to Use the Calculator.

We grant you a nonexclusive, nontransferable license, revocable at any time, to make the Calculator available to your end users (“End Users“) as part of your web site or service offering (the “Affiliate Service“). You may only display or embed the Calculator as part of the Affiliate Service:

i. on the particular website domain or URL you identified to us in the registration process and not in any other manner or any other location;

ii. in a context appropriate to the content of the Calculator and with accurate references thereto; and

iii. to permit End Users to use the Calculator to access the ClosingCorp Service via such Affiliate Service.

If we permit you to customize the Calculator with any data, information or other material you provide, including trademarks, service marks or trade names for “private-labeling” purposes, (collectively, the “Affiliate Content“), you grant us a nonexclusive, royalty-free license, for the term of your license in the Calculator, to reproduce, make derivative works of and distribute such Affiliate Content in connection with such customized Calculator.

3. License Restrictions.

Unless specifically permitted in writing by us, you will not distribute the Calculator (or any portion thereof) to any third party, nor will you (i) modify or create derivative works of the Calculator or the ClosingCorp Service, (ii) reverse engineer, decrypt, disassemble, or decompile any part of the Calculator or the ClosingCorp Service, (iii) sublicense, sell, resell, transfer, or assign the Calculator or the ClosingCorp Service to any third party, (iv) remove or otherwise interfere with any proprietary or restrictive notice or legend contained or included on the Calculator or the ClosingCorp Service; (v) impair the functionality or the security of the Calculator or the ClosingCorp Service; (vi) use the Calculator for any other purpose, including without limitation to commercially exploit the ClosingCorp Service, to build a competitive product or service or to copy, modify, aggregate or harvest data from the Calculator or the ClosingCorp Service; or (vii) tag links to Closing.com with a “nofollow” attribute or otherwise prevent or discourage search engines from following or scoring the link.

4. Terms Applicable to Use of ClosingCorp Service.

Because the Calculator facilitates use of the ClosingCorp Service, you and your End Users’ use of the ClosingCorp Service are subject to our “General Terms of Use” and other legal policies applicable to use of the ClosingCorp Service, all as found on the ClosingCorp Service. You may not display the Calculator on any site that disparages the ClosingCorp Service, infringes any ClosingCorp intellectual property or other rights, or violates applicable laws, rules, or regulations. Any links to the ClosingCorp Service will be created and maintained consistent with reasonable and standard industry practices and as requested by us, including, without limitation, that such links not have rel=”no follow” attributes; be nested in JavaScript; or include ad serving tracking codes. You may not display the Calculator in any manner that implies affiliation with, or endorsement or sponsorship by us.

5. Enhanced Version of Calculator.

Within a commercially reasonable time after we make available any updated or enhanced version of the Calculator (or as quickly as possible in the case of error-corrections or “bug fixes”), you will begin using such updated or enhanced version (to the exclusion of any prior version) for all purposes of the license we are granting you hereunder.

6. Ownership.

We and our licensors own all right, title, and interest, including all related intellectual property rights, in and to the Calculator and the ClosingCorp Service. These terms of use do not grant you any rights in any of the foregoing beyond the limited license expressly granted herein.

7. License Fees.

Until further notice, we shall not impose any fees or charges for the license granted hereunder. ClosingCorp will use its best efforts to give you at least thirty (30) days notice of its implementation of any such fees or charges. If you continue exercising the license at the end of the notice period, you agree to pay all applicable fees or else all licenses in the Calculator automatically terminate.

8. ClosingCorp Disclaimer.

THE CALCULATOR AND THE CLOSINGCORP SERVICE (INCLUDING ANY CONTENT OWNED BY OUR LICENSORS AND AVAILABLE VIA THE CLOSINGCORP SERVICE) ARE PROVIDED STRICTLY ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

9. Limitation of Liability.

IN NO EVENT WILL WE OR SUPPLIERS OF OUR DATA BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THESE TERMS OF USE EVEN IF CLOSINGCORP HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF WE ARE FOUND LIABLE FOR DAMAGES, CLOSINGCORP’S TOTAL MONETARY LIABILITY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THESE TERMS OF USE IS LIMITED TO THE GREATER OF $500 OR THE TOTAL AMOUNTS PAID BY YOU HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE GIVING RISE TO THE LIABILITY.

10. Termination.

ClosingCorp reserves the right to suspend or terminate your license at any time and for any reason. We may change these terms of use by posting an updated version on the ClosingCorp Service with a future effective date for the changes. You are responsible for regularly reviewing these terms of use. Your continued use of the Calculator and ClosingCorp Service after the effective date of such changes will constitute acceptance of and agreement with such changes. If either of us terminates the license granted hereunder, Section 3, 6, 8, 9, 11, 12, 13 and 14 shall survive.

11. ClosingCorp is not a Seller of Closing Services or Products.

You acknowledge and agree that all content made available on or through the Calculator and the ClosingCorp Service is not intended to and does not constitute title insurance, other closing services, or closing service advice, referrals or recommendations by or from us under any circumstance; and we do not receive any portion of any title insurance premium or other commission or purchased service fee conditioned upon the sale of third party offerings available on or through the Calculator and/or the ClosingCorp Service.

12. Parties’ Relationship.

The relationship between us is one of independent contractors, and nothing herein creates a partnership, joint venture or other relationship. Neither of us can or will represent to any third party that it has the right, to bind the other party in any respect.

13. Severability.

If any sentence of these terms of use is unenforceable under applicable law, such sentence shall be construed (if possible) as modified to the extent necessary to be enforceable or deleted, with the remainder of these terms of use continuing in full force and effect,

14. Governing Law and Jurisdiction.

These terms of use shall, for all purposes, be construed, governed by and enforced solely and exclusively in accordance with the laws of the state of California, without giving effect to its conflict of law principles or any other principles that would result in the application of a different body of law. THE COURTS LOCATED IN SAN DIEGO, CALIFORNIA, USA, WILL CONSTITUTE THE SOLE AND EXCLUSIVE FORUM FOR THE RESOLUTION OF ANY AND ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE AND YOU HEREBY IRREVOCABLY CONSENT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND IRREVOCABLY WAIVE ANY OBJECTIONS THERETO.