1. ACCEPTANCE OF TERMS
ProGFECalc.com is owned and operated by Cite Systems, Inc. (hereafter called "Cite Systems"). Cite Systems provides its service to you, subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. When using particular Cite Systems services, you and Cite Systems shall be subject to any posted guidelines or rules applicable to such services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.

2. DESCRIPTION OF SERVICE
Cite Systems currently provides users with service and software to deliver settlement and title insurance pricing from the desktop software of a mortgage professional. Unless explicitly stated otherwise, any new features that augments or enhances the current Service, including the release of new ProGFECalc.com features, shall be subject to the TOS. You understand and agree that the Service is provided "AS-IS" and that Cite Systems assumes no responsibility for the timeliness or misdelivery of pricing information to the user that is outside of our control. Pricing is setup and maintained by You through the ProGFECalc.com website.

In order to use the Service, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device.

3. YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Member Profile" form) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Cite Systems has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Cite Systems has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

4. CITE SYSTEMS PRIVACY POLICY
Registration Data and certain other information about you is subject to our Privacy Policy.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY
You will have a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Cite Systems of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Cite Systems cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.

A ProGFECalc.com online subscription can only be used by one physical office location during the length of the subscription period unless express authorization is given by Cite Systems. Each separate physical location must maintain its own subscription to ProGFECalc.com unless express permission has been given by Cite Systems. This subscription does entity the one physical office to distribute the ProGFE Calculator desktop software to an unlimited amount of mortgage professionals/clients.

The ProGFECalc.com online subscription will be billed automatically to your credit card each month. Cite Systems will not be responsible for any or all additional fees or charges placed onto your credit card for insuffecient funds and/or lack of credit.

You are able to cancel your subscription to the ProGFECalc.com service at any time through the Member's section of the website. You may continue to use the service until the end of your current billing cycle. Cite Systems will not reimburse funds for subscriptions cancelled.

6. DATA SECURITY RESPONSIBILITY
Cite Systems agrees to maintain a website that is free from unauthorized intrusions and to keep all sensitive pricing information secure. At no time will Cite Systems allow access to your pricing information to unathorized individuals. Any requests for additional access must be submitted in writting using your corporate letterhead.

You understand that all pricing information including but not limited to data, text, client information and other materials ("Content") are the sole responsibility of the subscription owner to ProGFECalc.com. Access to this information after it has been transmitted to you is not the responsibility of the ProGFECalc.com service or Cite Systems.

7. UNITED STATES OF AMERICA USE ONLY
At this point in time the service offering of ProGFECalc.com is only available to users in the United States of America. This is due to the nature of the service and the laws and regulations of the United States of America.

8. INDEMNITY
You agree to indemnify and hold Cite Systems, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, court costs and disbursements made by any third party due to or arising out of Content that is submitted, post, transmit or made available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another. Cite Systems, its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees agree to indemnify and hold you harmless from any claim or demand, including reasonable attorneys fees, court costs and disbursements made by any third party due to or arising out of Cite Systems gross negligence or for copyright or intellectual property infringement. In the event a claim of an Indemnifiable nature is made the Indemnitee shall notify the Indemnitor in writing of said claim and not settle any such claim without the written consent of the Indemnitor such consent not to be unreasonably withheld.

9. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

10. MODIFICATIONS TO SERVICE
Cite Systems reserves the right at any time and from time to time to modify or temporarily discontinue the Service (or any part thereof) in the event that you violate the terms and conditions of use as set forth herein. If such modification or discontinuance occurs, Cite Systems will provide you with notice that modification or discontinuance of the Service will be instituted and provide you with a reasonable period in which to correct the violation. If the violation is not remedied or steps to remedy the violation are not taken within the period provided, the Service may be modified or discontinued. You agree that Cite Systems shall not be liable to you or to any third party for any modification, suspension or temporary discontinuance of the Service. In the event of permanent discontinuance of the Service, caused by Cite Systems, liability is limited to the paid subscription price, pro-rated to the amount of time remaining on the subscription. In the event of permanent discontinuance of the Service, due to acts of commission and/or omission by you, you agree that in addition to any other remedy or limitation on behalf of Cite Systems you are not entitled to any refund whatsoever.

11. TERMINATION
You agree that Cite Systems, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, for any reason, including, without limitation, if Cite Systems believes that you have violated or acted inconsistently with the letter or spirit of the TOS. Cite Systems may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with 30 days notice. You agree that any termination of your access to the Service under any provision of this TOS may be effected provided that prior notice is given and the cure period has expired, and acknowledge and agree that Cite Systems immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Cite Systems shall not be liable to you or any third-party for any termination of your access to the Service. In the event that a cure cannot be made within 30 days, a reasonable time shall be added, not to exceed 30 additional days. The request for additional time should be communicated in writing, stating the reason for the delay and what actions are being taken to provide a cure.

12. CITE SYSTEMS' PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Cite Systems or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

Cite Systems grants you a personal, non-transferable and non-exclusive right and license to use the Service. You agree that you will not copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Cite Systms for use in accessing the Service.

Furthermore, you understand that the Content is protected by copyright and other laws in both the United States and elsewhere. Under the terms of this agreement, it is expressly forbidden to distribute the Content or any portion thereof by any means, including but not limited to electronic and print, to any person or entity who does not have a valid account. Cite Systems reserves the right to cancel your organization's license without refund if it is determined that you have violated this portion of the agreement.

13. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CITE SYSTEMS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF THE INTEGRITY AND/OR VALIDITY OF ORDER INFORMATION TRANSMITTED THROUGH THE SERVICE TO YOU.

b. CITE SYSTEMS MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, (iii) THE PRICING INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

C. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CITE SYSTEMS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

14. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CITE SYSTEMS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CITE SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF BUSINESS DUE TO INACCURATE PRICING INFORMATION OBTAINED THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) ANY OTHER MATTER RELATING TO THE SERVICE.

15. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

16. GENERAL INFORMATION
The TOS constitutes the entire agreement between you and Cite Systems\ProGFECalc.com and govern your use of the Service, superseding any prior agreements between you and Cite Systems. The TOS and the relationship between you and Cite Systems shall be governed by the laws of the State of North Carolina without regard to its conflict of law provisions. The failure of Cite Systems to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

In the event that Cite Systems must retain counsel to enforce the terms and conditions of this agreement, you will be responsible for such costs if Cite Systems should prevail.
The section titles in the TOS are for convenience only and have no legal or contractual effect.