Terms and Conditions
Effective as of May 20, 2009

This website located at www.clayton.com ("Website") is the property of Clayton Holdings LLC ("Clayton"). Access to the Website is subject to the following terms and conditions (this “Agreement"), which incorporate the separately posted Privacy Statement. By using the Website, you (“User”) agree to abide by these Terms. If you are using the Website on behalf of your employer, you represent that you are authorized to accept this Agreement on your employer's behalf.

1. Links
The Website may provide links to sites maintained by third parties ("Third Party Sites"). Clayton does not operate or control any of the Third Party Sites, and is not responsible or liable for, any content, functionality, accessibility, information, products, services or other materials on or available from them. Clayton provides these links without warranties or representations of any kind, whether express or implied, and does not in any way endorse the Third Party Sites, or any products or services described or provided therein.

2. Site Content; Modification of the Agreement
The information and materials posted on the Website may contain errors, omissions, or typographical errors or may be out of date. Clayton reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof), with or without notice. Clayton shall also have right at any time and without prior notice, at its sole discretion, to revise this Agreement or to impose new terms and conditions with respect to access to or use of the Website. Such modifications shall be effective immediately upon posting or other notice thereof. Your access or use of the Website after notice of any such modifications shall constitute and be deemed your agreement to be bound by such modifications.

3. Intellectual Property
All data and materials developed or provided by Clayton in connection with the operation of the Website, including without limitation all pages, screens, functionality, text, images, and the general “look and feel” used on the Website, and all proprietary rights inherent therein or appurtenant thereto, shall be the exclusive property of Clayton and may not be used by User or disclosed to others by User without the express written consent of Clayton. All content published on the Website, including without limitation any and all proprietary rights thereto, is owned by Clayton or Clayton’s third-party licensors, and such content may not be copied or distributed in any way by User for any purpose. Clayton’s use of information collected from a User shall be in accordance with the Privacy Statement and the license granted by User to Clayton in this Paragraph.

4. Users
Access to, and use of, the services offered by Clayton through the Website is limited to Users, and certain sections of the Website may be accessible only by clients of Clayton (each a “Client”). Each Client hereby represents and warrants that each User is a duly authorized representative of such Client, can form legally binding contracts under applicable law, and will comply with the provisions of Paragraph 4 of this Agreement. A Client shall notify Clayton immediately upon (i) the removal of authorization of such User to use the Website by the Client, or (ii) the use of the Website by any User which is unlawful, improper, or in violation of the terms of this Agreement.

Clayton, in its sole discretion, may refuse to permit a Client or User to use the Website and/or limit a Client’s or any User’s use of the Website in the event that Clayton believes that the Client or User is in breach of one or more of the terms of this Agreement.

5. Transaction Fees
Client agrees to pay all fees that may be applicable to such Client’s use of the Website as are set forth in other applicable agreements between Client and Clayton.

6. Access to the Website
a) Physical Connection To Website. Client is responsible for providing all equipment necessary to access the Internet and the Website. Requirements for access to the Website are available upon request from Clayton.

b) Website Availability. While Clayton’s objective is to make the Website accessible 24 hours per day, 7 days per week, the Website may be unavailable from time to time for any reason whatsoever, including, without limitation, for routine maintenance. Access to the Website may be interrupted, suspended or terminated from time to time without notice. Client agrees that Clayton shall not be liable for any damages arising from any such interruption, suspension or termination of the Website and that Client shall put in place contingency plans to account for such periodic interruptions or suspensions of the Website.

c) Client Names and Passwords. Access to and use of certain portions of the Website is through a combination of a Client Name and Password. Subject to the acceptance by Clayton of a Client’s consent to be bound by this Agreement, each Client may be assigned a unique Client Name and Password.

d) Use of Passwords. Each Client shall have an Administrator (the “Administrator”) and one or more Users. Each User shall use a unique User Name and Password. The Administrator is Client’s principal agent in authorizing additional Users of such Client to access the system, as well as maintaining and controlling the distribution of Passwords and additions and replacement of Users for such Client. No person is permitted to access the Website using the User Name or Password of any other person. Each Client is solely responsible to ensure that it takes no action or omits to take any action which in either case results in any other person utilizing a User Name or Password of that Client. Clayton is not responsible for the use of any Client’s User Names and Passwords by another party.

7. Appropriate Client Activities
User shall comply with all applicable local, state, federal, and international laws, statutes, rules and regulations in connection with using the Website. User shall not tamper in any way with the software or functionality of the Website. Without limiting the foregoing, User agrees that it shall not place any material onto the Website which contains any viruses, malicious code, time bombs, Trojan horses, worms, or other devices that may damage, interfere with, intercept or expropriate any system, data or information contained in or encompassing the Website. User shall maintain the confidentiality of non-public information it may receive from the Website and may not share any such information with any third party except as required by law or authorized in writing by Clayton. User shall not take any action, or omit to take any reasonable action, which would constitute an invasion of privacy of any individual or entity in any applicable jurisdiction. Use or distribution of tools designed for compromising privacy or security is strictly prohibited. User agrees not to manipulate the price of any assets or services offered on the Website, either through the use of shills, aliases, or decoys.

8. Limitation of Liability
NEITHER CLAYTON NOR ITS AFFILIATES NOR ANY OF THEIR EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, REPRESENTATIVES, SHAREHOLDERS, ATTORNEYS, SUCCESSORS AND ASSIGNS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE, OR INABILITY TO USE, THE WEBSITE.

9. Indemnification
You shall defend and indemnify Clayton and its affiliates and any of their employees, agents, directors, officers, representatives, shareholders, attorneys, successors and assigns, and hold them harmless from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys fees and litigation expenses), relating to or arising from your use, or inability to use, the Website.

10. Disclaimer
THE USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. CLAYTON IS NOT RESPONSIBLE FOR THE CONSEQUENCES OF SUCH USE. THE WEBSITE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: 1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF INFORMATION, PRODUCTS, SERVICES OR RESULTS; AND 2) ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

11. Termination
This Agreement, and any User’s or Client’s use of the Website, may be terminated at any time and for any reason by Clayton. All provisions of this Agreement relating to warranties, confidentiality obligations of Clients, proprietary rights, limitation of liability, indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.

12. Submissions
Except as otherwise expressly provided herein or in the Privacy Statement posted on the Website, any communication or material you transmit to the Website, including any questions, comments, suggestions, or the like, is and will be treated as non-confidential and non-proprietary and may be used by Clayton, its affiliates and contractors for any purpose, including but not limited to reproduction, disclosure, transmission, publication, broadcast, and posting. Furthermore, Clayton, its affiliates and contractors are free to use any ideas, concepts, know-how, or techniques contained in any communication you send to the Website for any purpose.

13. Convenience Documents
The Website may contain form legal documents provided for the convenience of the Users of the Website. These documents are for convenience only, and their presence on the site should not be construed as the delivery of legal advice by Clayton or any other party, and the use of any document or legal services shall be governed by any additional terms of use applicable to such documents or services. Before using any such document, User agrees to consult independent legal counsel as to the advisability of using the document.

14. Forward Looking Statements
This Website may contain forward-looking statements within the meaning of the federal securities laws. When used, the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “result,” “should”, ”will” and similar expressions that do not relate solely to historical matters identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties, both known and unknown and often beyond our control, and are not guarantees of future performance insofar as actual events or results may vary materially from those anticipated. Factors that may cause such a variance include, among others, those discussed from time to time in our filings with the Securities and Exchange Commission. We expressly disclaim any responsibility to update forward-looking statements.

15. General
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed and enforced in accordance with the laws of the State of Connecticut, without regard to its choice of law principles. Sole and exclusive jurisdiction for any action or proceeding arising out of, or related to, this Agreement or use of the Website shall be in the state or federal courts located in Bridgeport, Connecticut.