Effective: January 7, 2009

OUR TERMS OF SERVICE:

BY SIGNING OR PURCHASING ONLINE WITH OUR ORDER FORM, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF OUR ONLINE PRODUCTS AND SERVICES, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "PRODUCTS AND SERVICES"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, LIMITED LIABILITY COMPANY OR OTHER LEGAL 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.

Welcome

Your registration for, or use of, the Products and Services set forth on the Order Form shall be deemed to be your agreement to our Terms of Use as set forth below, including any materials available on the Website developed by us for you (“Customer Website”)= For reference, a Definitions section is included at the end of this Agreement.

1. Privacy and Security Disclosure

Our Privacy and Security statement may be viewed http://openclose.com/privacypolicy.html. We reserve the right to modify our Privacy and Security statement in our reasonable discretion from time to time. By becoming a paying customer of the Products and Services, you agree that we shall have the right to disclose the fact that you are a paying customer, and the Products and Services that you are using.

2. Advertising

Other than as provided in Section 1, If either Party desires to issue any press release or advertisement which relates to the Products and Services listed hereunder and which also mentions the name of the other Party or the name of the Products and Services licensed hereunder then such Party shall submit a copy of any such proposed Press Release or Advertisement to the other for its approval at least ten (10) days prior to its release to the media. Each press release shall be deemed approved unless the Party to whom it is submitted objects within such ten (10) day period.

3. License Grant & Restrictions

By us: For the Term described on the Order Form, we hereby grant you a non-exclusive, non-transferable, right to use the Products and Services, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by us.

You may not access the Products and Services if you are a direct competitor of ours, except with our prior written consent. In addition, you may not access the Products and Services for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Products and Services or the Content in any way; (ii) modify or make derivative works based upon the Products and Services or the Content; (iii) create Internet "links" to the Products and Services or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Products and Services for any purpose including: (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics similar to those contained within the Products and Services, (c) copy any ideas, features, functions or graphics of the Products and Services, (d) remove or modify any copyright or other proprietary notice contained in any of our Intellectual Property Rights; (e) use or possess any of our Intellectual Property Rights in any foreign jurisdiction in violation of any trade laws or regulations; or (f) allow others to do any of the foregoing. This paragraph may be enforced by injunction.

Starting on the Release Date, you may use the Products and Services only for your internal business purposes and you shall not: (i) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (ii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Products and Services or the data contained therein; or (iv) directly or indirectly attempt to gain unauthorized access to the Products and Services or its related systems or networks.

We shall not be responsible for errors, defects, or downtime caused by any of the following: hardware failures, power problems, or environmental problems; modifications to any of Our Technology unless such modifications are made by us; viruses, destructive programs, or self-replicating code. programming, scripts, your business requirements, work flow, or applets unique to your business provided by you; misuse or negligence by you, your employees, or agents in operating any of Our Technology; functionality of third party software used in connection herewith or with which any of Our Technology interfaces; or any Force Majeur.

By you: For the Term of this Agreement, you hereby grant to us the royalty-free, irrevocable, worldwide, non exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to us through the Customer Website, excluding Confidential Information (together, the “Feedback”), and to incorporate any Feedback in other works in any form, media, or technology now known or later developed. We will not be required to treat any Feedback as confidential, and may use any Feedback in our business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in our future operations.

We will treat any Personal Information that you submit through this site in accordance with our Privacy Policy, which is incorporated by this reference as a part of this Agreement.

4. Your Responsibilities

You are responsible for or that: (i) all activity occurring under your User accounts and you agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of our Products and Services, including laws related to data privacy, international communications and the transmission of technical or personal data; (ii) acquiring any authorization(s) necessary for hypertext links to third party Websites; and (iii) the accuracy of materials provided to us including without limitation Customer Content, descriptive claims, warranties, guarantees, nature of your business, and address where your business is conducted; (iv) Users have agreed to comply with the terms of this Agreement; (v) preventing access to the Customer Website by persons other than Users with Customer-issued passwords; (vi) use of commercially reasonable best efforts to assist us in providing configuration and testing services related to implementation of the Products and Services in your environment. You agree to: (a) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (b) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of Customer Content that is known or suspected by you or your Users; (c) not impersonate another of our Users or provide false identity information to gain access to or use the Products and Services and (d) be responsible for registration and maintenance of your Domain Names including acquisition of necessary SSL certificates.

5. Account Information and Data

We do not own any data, information or material that you submit to the Products and Services in the course of your use of the Products and Services ("Customer Data"). You, not us, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, or right to use of all Customer Data, and we shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store or restore any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), we will make available to you for an additional fee the Customer Data in a Fannie Mae DU 3.2 format within 30 days of termination if you so request in writing at the time of termination. We reserve the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and we shall have no obligation to maintain or forward any Customer Data.

6. Intellectual Property Ownership

We alone own all right, title and interest, including all related Intellectual Property Rights, in and to Our Technology, the Content and the Products and Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any of your employees, contractors or agents relating to the Products and Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Products and Services, Our Technology or the Intellectual Property Rights owned by us. Our name(s), our logo(s), and the product names associated with the Products and Services are our trademarks, and no right or license is granted to use them other than as provided herein.

7. Hyper-Links
The Customer Website may be hyper-linked to other sites which are not maintained by, or related to us. Hyper-links to such sites are not sponsored by or affiliated with the Customer Web Site or us. We have not reviewed any or all of such sites and are not responsible for the content of those sites. Hyper-links are to be accessed at your own risk, and we make no representations or warranties about the content, completeness or accuracy of these hyper-links or the sites hyper-linked to the Site. The inclusion of any hyper-link to a third-party site does not necessarily imply endorsement by us of that site.

8. Billing

Payment: You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms set forth on the Order Form(s) and Work Orders. We charge and collect in advance for use of the Products and Services. We will automatically bill your credit card or issue an invoice to you each month as set forth on the Order Form. The time of payment shall be of the essence of this Agreement.

Credit Card: You must provide us with valid credit card or approved purchase order information as a condition to signing up for the Products and Services. All payment obligations are non-cancelable and all amounts paid are nonrefundable and fully earned upon receipt. You are responsible for paying for all Monthly License Fees set forth on the Order Form for the entire Term, whether or not such User licenses are actively used.

Additional License and Expenses: Licenses may be added only by executing an additional written Order Form. The fee for any Products and Services ordered subsequent to the Order Form will be at the rates then in effect. You shall only be responsible to reimburse us for expenses which are reasonably incurred in rendering any Products and Services to you (hereinafter “Expenses”) if approved by you in advance in writing. Such Expenses, which shall be billed monthly, include without limitation travel expenses including air fare and or ground transportation, lodging, meals, and the cost of any other related expenses. .

Confidential Nature of Fee Information: All pricing terms are confidential, and you agree not to disclose them to anyone other than your employees, contractors or agents who have a need to know and who are informed of, and agree to the confidentiality provisions hereof.

Taxes: Our fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on our income.

Your Billing Information: You agree to provide us with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name, telephone number, and fax number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, We reserve the right to terminate your access to the Products and Services in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

Red text is applicable only if LenderAssist is licensed.

9. Excess Data Storage Fees

The maximum disk storage space provided to you at no additional charge is 15 Gigabytes. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees published at http://www.OpenClose.com/publishedpricing.asp (“Current Published Rate List”). We will use reasonable efforts to notify you when the storage used reaches approximately 90% of the maximum; however, any failure by us to so notify you shall not affect your responsibility for such additional storage charges. We reserve the right to establish or modify our general practices and limits relating to storage of Customer Data.

10. Custom Work

Fees for customization of Customer Website(s) (hereinafter “Custom Work”) are published on the Current Published Rate List. Any request for Custom Work must be pursuant to a Work Order. During the installation and integration of the Products and Services there will be discovery and gap analysis performed which may require Custom Work.

The Implementation Fee for DecisionAssist includes 6 hours of training.

12. Non-Payment and Suspension

In addition to any other rights granted to us herein, we reserve the right to suspend or terminate this Agreement and your access to the Products and Services if your account becomes delinquent. Delinquent invoices are subject to a late fee of 1.5% per month on any outstanding balance, or the maximum amount permitted by law, whichever is less, plus all costs and expenses of collection including our reasonable attorney fees. You will continue to be charged for monthly fees during any period of suspension. If this Agreement is terminated for nonpayment you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that we may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. We reserve the right to impose a reconnection fee in the event Services are suspended and thereafter you request access to the Products and Services.

13. Termination upon Expiration of the Term

This Agreement commences on the Effective Date and continues for the Initial Term as agreed in the Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive Renewal Terms as specified on the Order Form at our then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current Term, by notifying the other party in writing at least ninety (90) days prior to the expiration of the then applicable Term. Agreements for a Lender Wholesale Site, Template Website, or Custom Design Website may be terminated by either party, effective only upon the expiration of the then current Term, by notifying the other party in writing at least thirty (30) days prior to the expiration of the then applicable Term.

14. Termination for Cause

Any breach of your payment obligations or unauthorized use of Our Technology or Products and Services will be deemed a material breach of this Agreement in which event we, in our sole discretion, may immediately terminate this Agreement and your right to continue to use our Products and Services. In the event of termination for cause as aforesaid, you agree and acknowledge that we have no obligation to retain your Customer Data, and may delete it.

15. Confidentiality

By virtue of this Agreement, the parties may have access to information that is confidential to one another. "Confidential Information" shall mean: (i) our Intellectual Property Rights (ii) the terms and pricing under this Agreement; (iii) the data being transmitted on your behalf; (iv) information related to your customers, lenders, loan programs, and product pricing; and (v) all information clearly identified by either party as confidential at the time of disclosure (collectively, the "Confidential Information"). Confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) is lawfully disclosed to receiving party by a third party without an obligation of nondisclosure to the disclosing party; (c) is independently developed by the other party without reference to the Confidential Information; or (d) was already in the receiving party's possession prior to the Effective Date of this Agreement.

During the Term of this Agreement, the parties are authorized to use the Confidential Information of the other party solely for the purposes of this Agreement. The parties agree to use the same care and discretion to avoid the unauthorized disclosure, publication or dissemination of the other party's Confidential Information received pursuant to this Agreement as it uses to protect its own similar information that it does not wish to disclose, publish or disseminate (but in no event less than a reasonable standard of care). Each party's obligations of confidentiality hereunder for Confidential Information disclosed during the Term of this Agreement shall continue indefinitely.

A party may disclose Confidential Information solely to the extent required by subpoena, court order or government requirement to be disclosed, provided that the receiving party shall give the disclosing party prompt written notice of such subpoena, court order or government requirement so as to allow such disclosing party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure. Confidential Information disclosed pursuant to subpoena, court order or government requirement shall otherwise remain subject to the terms applicable to Confidential Information.

16. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. We represent and warrant that we will provide the Products and Services in a manner consistent with general industry standards and that the Products and Services will perform substantially as demonstrated under normal use and circumstances. You acknowledge that (a) you have examined the functionality of the Products and Services; (b) have not relied on general descriptions of our Products and Services as may be found on our Website to determine if the functionality of Our Products and Services is suitable for your intended use, and (c) you agree to license our Products and Services on the terms set forth on the Order Form commencing on the Effective Date. You represent and warrant that you have not falsely identified yourself or provided any false information to gain access to the Products and Services and that your billing information is correct.

17. Mutual Indemnification

You shall indemnify and hold us, and our parent organizations, subsidiaries, affiliates, officers, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that we (a) give written notice of the claim promptly to you; (b) give you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release us of all liability and such settlement does not affect our business or Products and Services); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

We shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Products and Services directly infringe a copyright, a U.S. patent issued as of the date of the Order Form, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by us of our representations or warranties; or (iii) a claim arising from breach of this Agreement by us; provided that you (a) promptly give written notice of the claim to us; (b) give us sole control of the defense and settlement of the claim (provided that we may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to us all available information and assistance; and (d) have not compromised or settled such claim. We shall have no indemnification obligation, and you shall indemnify us pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Products and Services with any of your products, service, hardware, or business process(s).

18. Disclaimer of Warranties

YOUR USE OF OUR TECHNOLOGY IS AT YOUR OWN RISK. WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PRODUCTS AND SERVICES OR ANY CONTENT. WE DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF THE PRODUCTS OR SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) THE PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (iii) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS AND SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (v) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE PRODUCTS AND SERVICES OR THE SERVER(S) THAT MAKE THE PRODUCTS AND SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PRODUCTS AND SERVICES AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

19. Internet Delays

OUR PRODUCTS AND SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

20. Limitation of Liability

OTHER THAN FOR FEES DUE FROM YOU UNDER THE ORDER FORM, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED FIFTY PERCENT (50%) OF THE AMOUNT OF MONTHLY LICENSE FEES ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE PRODUCTS AND SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE PRODUCTS AND SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21. Force Majeure

Neither party shall be responsible for any failure to perform its obligations under this Agreement, other than your obligations to pay fees due hereunder, caused by an event reasonably beyond control of such Party, including but not limited to, hurricanes, floods, the infrastructure of the Internet, wars, riots, labor strikes, natural disasters, or any law, regulation, ordinance, or other act or order of any court, government, or governmental agency.

22. Notices

We may give notice by means of a general notice on the Products and Services, electronic mail to your e-mail address on record in our account information, or by written communication sent by first class mail or pre-paid post to your address on record in our account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or fax). You may give notice to us (such notice shall be deemed given when received by us) at any time by any of the following: letter sent by confirmed facsimile to us; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us at the applicable fax number or address set forth on the Order Form or Work Order.

23. Modification to Terms

We reserve the right to modify the terms and conditions of this Agreement or our policies relating to the Products and Services at any time, effective upon posting of an updated version of this Agreement on our Website. You are responsible for regularly reviewing this Agreement. Continued use of the Products and Services after any such changes shall constitute your consent to such changes.

24. Assignment; Change in Control

This Agreement may not be assigned by you without our prior written approval but may be assigned without your consent by us to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of yours that results or would result in a direct competitor of ours directly or indirectly owning or controlling 50% or more of you shall entitle us to terminate this Agreement for cause immediately upon written notice.

25. Survival

The provisions of Sections 3, 6, 7, 8, 12, 13, 14, 15, 17, 18, 19, 20, 22, 25 26, and 27 shall survive termination of this Agreement for any reason.

26. General

This Agreement shall be governed by Florida law without regard to its conflict of law principles. Any action brought to enforce any of the terms hereof shall be brought exclusively in the State or Federal courts of Palm Beach County, Florida. In any action brought to enforce any of the terms hereof, the prevailing Party shall be entitled to an award of all of its reasonable attorney’s fees and court costs. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form or Work Order, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement or use of the Products and Services. Other than in connection with a general employment solicitation or response thereto, you shall not solicit, offer, or extend employment or consulting opportunities to any employee or consultant of ours during the Term of this Agreement and for a period of Three (3) years following the end of the Term, or the earlier termination of this Agreement, without our prior written consent. The failure of us to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. .

27. Definitions

As used in this Agreement and in any Order Forms or change orders, the following meanings shall apply:

"Agreement" means any Order Form, Work Order or these online Terms of Service as may be amended by us from time to time.

“Branch/Broker Company” means licensed residential mortgage companies that have an assigned Branch/Broker ID or separate physical location and which do business with their customers by means of Customer Websites(s) created hereunder.

"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Products and Services.

 “Customer Content” means materials provided by you for incorporation into Customer Website including, but not limited to, audio clips, data, graphics, illustrations, images, photographs, text, or video clips.  You shall deliver the Customer Content to us in an electronic file format specified and accessible by us (e.g., .gif, .jpg, .txt) or by entering directly using the site’s existing functionality.

"Customer Data" means any data, information or material provided or submitted by you in the course of using the Products and Services.

“Customer Website” means the site(s) on the World Wide Web portion of the Internet developed by us for you pursuant to the terms of this Agreement.

"Effective Date" means the date this Agreement is accepted by your signature on an Order Form.

"Initial Term" means the contract term beginning on the contract Effective Date and ending as specified on the applicable Order Form.

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world pertaining to Our Technology.

  "Order Form(s)" means any paper or online order form evidencing the initial subscription for the Products and Services and any subsequent order forms, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail).

"Our Technology" means our  software named and also includes all related Intellectual Property as well as our hardware, products, processes, algorithms, User interfaces, know-how, techniques, designs and other tangible or intangible technical material or information made available to you by us in providing the Products and Services.

"Products and Services(s)" means products and services specifically identified during the ordering process, developed, operated, and maintained by us, made accessible via the Customer Website or offline products and services provided to you by us, to which you are being granted access under this Agreement, including Our Technology and the Content.

“Release Date” is the date you are notified that the Products and Services are available to you in an environment for testing, training, configuration, and use.  The Release Date may occur even if there are outstanding Custom Work requests.  There may be a different Release Date for each Product.  You assume the responsibility for the unique configuration of the Products and Services which occurs after the Release Date.

“Renewal Term” means the subsequent yearly Terms after the Initial Term as specified on the applicable Order Form.

 “Work Order” means any written agreement signed by the parties for custom work.

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to legal@OpenClose.com.