Membership Agreement & Legal Disclaimer

ClosingDepartment.com

Thank you for becoming a member of CLOSINGDEPARTMENT.COM. In this Membership Agreement & Legal Disclaimer, "we", "our" or "us" refers to CLOSINGDEPARTMENT.COM and its affiliates. CLOSINGDEPARTMENT.COM and its affiliates provide a highly effective profile-based intranet application for its Member Financial Institutions, Title Agencies, Notaries, Attorneys and other industry related closing agents. Your use of the site CLOSINGDEPARTMENT.COM as a Member is subject to the following legally binding terms and conditions of membership. PLEASE READ THE ENTIRE MEMBERSHIP AGREEMENT & LEGAL DISCLAIMER CAREFULLY BEFORE YOU USE THIS WEBSITE. IF YOU DO NOT AGREE TO ALL THE TERMS & CONDITIONS OF MEMBERSHIP SET FORTH HEREIN YOU MAY NOT BECOME A MEMBER OF CLOSINGDEPARTMENT.COM AND YOU MAY NOT USE THIS WEBSITE OR ANY OF ITS FEATURES OR SERVICES. BY AGREEING TO BECOME A MEMBER, ACKNOWLEDGING THIS AGREEMENT WITH YOUR RECOGNIZED ELECTRONIC CHECK BOX ACCEPTANCE AND USING THIS WEBSITE OR ITS FEATURES OR SERVICES, YOU ARE DEEMED TO HAVE FULLY READ, UNDERSTAND AND ACCEPT ALL TERMS AND CONDITIONS OF THIS MEMBERSHIP AGREEMENT & LEGAL DISCLAIMER IN ITS ENTIRETY. AS STATED ABOVE, BEFORE YOU CAN BECOME A MEMBER OF CLOSINGDEPARTMENT.COM YOU MUST ACKNOWLEDGE YOUR ACCEPTANCE OF THIS AGREEMENT AND YOUR READING AND UNDERSTANDING OF ALL APPLICABLE FINANCIAL LENDING, MORTGAGE, BANKING INSTITUTION RELATED ACTS AND REGULATIONS INCLUDING THE FDIC, TRUTH IN LENDING, FEDERAL RESERVE, FHA, REGULATION Z, DODD-FRANK ACT, WITH AN ELECTRONIC CHECK BOX ACCEPTANCE. YOU MUST BE A LEGAL U.S. RESIDENT AND BE AT LEAST 18 YEARS OLD TO USE THIS WEBSITE OR ANY OF ITS FEATURES OR SERVICES.

Effective Date: This Membership Agreement & Legal Disclaimer was last updated March 1, 2012. We reserve the right, at any time, to modify, alter, or update the terms and conditions of this Agreement without prior notice. Modifications shall become effective immediately upon being posted at the ClosingDepartment.com website. Your continued use of the website service after amendments are posted constitutes acknowledgement and acceptance of this Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.


1. LEGAL DISCLAIMER

CLOSINGDEPARTMENT.COM IS NOT A MORTGAGE BROKER OR LENDER AND DOES NOT COMMUNICATE ANY INFORMATION REGARDING ANY MORTGAGE OR LOAN DIRECTLY OR INDIRECTLY TO ANY PERSON. ALL INFORMATION AND COMMUNICATIONS POSTED ON CLOSINGDEPARTMENT.COM REGARDING A LOAN, MORTGAGE OR SCHEDULED CLOSING IS COMMUNICATED AND/OR POSTED DIRECTLY BY THE MEMBERS OF CLOSINGDEPARTMENT.COM. CLOSINGDEPARTMENT.COM IS NOT ENGAGED IN THE BUSINESS OF MORTGAGE LENDING OR PROVIDING TITLE AGENCY CLOSINGS. CLOSINGDEPARTMENT.COM MERELY PROVIDES A METHOD OF SELF-HELP LOAN CLOSINGS TO THOSE INDIVIDUALS OR ENTITIES WHO SEEK TO HAVE A CONVENIENT ONLINE WORKFLOW MANAGEMENT RESOURCE FOR TITLE COMPANIES AND FINANCIAL INSTITUTIONS TO EFFICIENTYLY MANAGE AND SCHEDULE LOAN CLOSINGS AND OTHER DOCUMENT SIGNINGS WITHIN THE UNITED STATES. CLOSINGDEPARTMENT.COM DOES NOT, IN ANY WAY, ATTEMPT TO CLOSE LOAN TRANSACTIONS OF OTHERS. CLOSINGDEPARTMENT.COM IS NOT A CONSUMER REPORTING AGENCY OR LENDING INSTITUTION AND DOES NOT PROVIDE ANY CONSUMER OR LOAN INFORMATION TO ITS MEMBERS. ALL INFORMATION REGARDING LOANS, CLOSINGS AND LENDING GUIDELINES OR REQUIREMENTS ON CLOSINGDEPARTMENT.COM IS CONTENT POSTED AND PUBLISHED SOLELY BY THE MEMBERS OF THE SITE. CLOSINGDEPARTMENT.COM DOES NOT PUBLISH NOR APPROVE OR REVIEW ANY POSTINGS MADE BY ITS MEMBERS. CLOSINGDEPARTMENT.COM REQUIRES EACH OF ITS MEMBERS TO READ AND UNDERSTAND ALL APPLICABLE LENDING AND LOAN CLOSING LAWS AND REGULATIONS INCLUDING BUT NOT LIMITED TO THOSE OUTLINED ABOVE. CLOSINGDEPARTMENT.COM REQUIRES EACH OF ITS MEMBERS TO READ AND UNDERSTAND THE TEXT OF THE TRUTH IN LENDING REGULATION Z. SEE TRUTH IN LENDING AT http://www.fdic.gov/regulations/laws/rules/6500-1400.html BY VIRTUE OF BECOMING A MEMBER OF CLOSINGDEPARTMENT.COM AND USING CLOSINGDEPARTMENT.COM AS A SELF-HELP TOOL TO ARRANGE AND SCHEDULE YOUR OWN VALID LOAN CLOSINGS YOU AGREE TO CONSULT WITH YOUR ATTORNEY REGARDING ANY RIGHTS OR OBLIGATIONS YOU MAY HAVE REGARDING THE TRUTH IN LENDING ACT AND YOU AGREE TO ABIDE BY ALL RULES AND REGULATIONS SET FORTH IN THE TRUTH IN LENDING ACT. WARNING: PLEASE BE ADVISED THAT MORTGAGE LENDING AND TITLE CLOSINGS ARE A SERIOUS ENDEAVOR. NEGLIGENTLY OR INTENTIONALLY ATTEMPTING TO CLOSE A LOAN THAT IS NOT VALID AND RECOGNIZED UNDER STATE AND/OR FEDERAL LAW CAN CARRY SERIOUS LEGAL CONSEQUENCES. AS A MEMBER OF CLOSINGDEPARTMENT.COM YOU AGREE NOT TO USE THIS WEBSITE TO HARASS, THREATEN OR FRIGHTEN ANY PERSON OR ENTITY AND AGREE NOT TO USE CLOSINGDEPARTMENT.COM AS A METHOD TO HARASS, THREATEN OR FRIGHTEN ANY OWNER, OFFICER OR EMPLOYEE OF AN ENTITY TO CIRCUMVENT AN ENTITIES CORPORATE SHIELD PROTECTION OR VIOLATE FEDERAL OR STATE LAW. YOU SHOULD CONSULT WITH YOUR ATTORNEY BEFORE BECOMING A MEMBER AND USING THIS WEBSITE.


2. MEMBER OBLIGATIONS

As a Member of ClosingDepartment.com you not only agree to this Agreement but also to the Terms & Conditions of Use of ClosingDepartment.com ("TCUS") found HERE - Terms & Conditions and the Privacy Policy of ClosingDepartment.com found HERE - Privacy Policy. In the event of a conflict between the terms and conditions contained in this Agreement and the TCUS, this Agreement shall prevail. General Member Account Obligations All Members of ClosingDepartment.com shall provide a password and profile to receive an account. Members are solely responsible for any and all activities which occur under their account whether authorized or not authorized. Members agree to notify ClosingDepartment.com of any unauthorized use of Member's account or any other breach of security known or that should be known to the Member. Member's right to use the Service is personal to the Member. Member agrees not to resell or make any commercial use of the Service without the express written consent of ClosingDepartment.com. You, in registering or subscribing, specifically consent to the storage and processing of your personal information and content. In consideration of your use of the site, you agree to: (1) Provide true, accurate, current and complete information about yourself or your company as requested; and (2) Maintain and promptly update your information to keep it true, accurate, current and complete. Should you provide any information about yourself or your company that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all use of our services or the site. Furthermore, you understand that you may not: (1) Select or use a name of another person with the intent to impersonate that person; or (2) Use the rights of any person other than yourself without authorization; or (3) Use a name that we, in our sole discretion, deem inappropriate; or (4) Open an account if you or the proposed account holder is under the age of 18. Materials Submitted by Others We cannot and do not review every posting made in our blogs, forums, and other areas which may be available for Member postings. You may well read any given posting before anyone on our staff does. You can expect these areas to include information and opinions from a variety of individuals and organizations other than us. We do not endorse or guarantee the accuracy of any posting, regardless of whether the posting comes from a Member or from our staff. Communications - Posted and Un-posted ClosingDepartment.com provides a variety of services on this Web site through which you can directly interact with others, such as blogging, notes, communications tools, videos, photos, forums, comments and other Member posting areas. We assume no responsibility for the views and opinions expressed by others in these areas or the content of information posted. Viewer discretion is advised in all Member posting areas. ClosingDepartment.com encourages an open exchange of information and ideas, but wants everyone to be able to enjoy these options and open lines of communications to assist in scheduled loan closings. ClosingDepartment.com reserves the right to use any other forms of information available to us by virtue of your use of ClosingDepartment.com (including, for example, reverse IP address inquiry) in order to comply with any law, to enforce our Terms & Conditions of Use Agreement, Privacy Statement, Membership Agreement, or to protect the rights, property or safety of all visitors to our Web site, our Members, the public or ClosingDepartment.com and its affiliates or licensees. We reserve the right without obligation to review the content of this Web site, including blogs, comments, postings, listings, forums and other information posted to ClosingDepartment.com to determine compliance with our TCUS, Membership Agreement and operating rules established by us or our affiliates, and to satisfy any law, regulation or authorized government request. We have the right to delete, move, refuse to post, or edit any messages, listings or other postings that come to our attention that we consider unacceptable or inappropriate, whether for legal or other reasons. By using ClosingDepartment.com, you agree not to post, submit or transmit through ClosingDepartment.com any material that violates or infringes in any way upon the rights of others, that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar,obscene, graphic, profane, misleading, or otherwise objectionable, that encourages conduct that would constitute a criminal offense, give rise to civil liability, damages or otherwise violate any law, treaty, copyright, trademark, or that, without our express prior approval, contains advertising or any solicitation with respect to products or services. The sender of any communications to ClosingDepartment.com or otherwise to ClosingDepartment.com shall be solely responsible for the content and information contained therein, including its truthfulness and accuracy. By posting content, you represent and warrant that you either own or otherwise control all rights necessary for you to provide post, upload or submit that content. Without limiting the foregoing, you shall be liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from any content or other material submitted by you to ClosingDepartment.com and agree that you will indemnify and hold ClosingDepartment.com harmless from and against any claims, damages or losses related to such content or other material. We reserve the right to deny access to anyone who violates our TCUS or Membership Agreement or who, in our judgment, interferes with the ability of others to enjoy ClosingDepartment.com or infringes in anyway the rights of others. We will comply with the requirements of the law regarding disclosure of any messages to others, including law enforcement agencies and court orders. By posting or disclosing any information, you hereby waive any claim that ClosingDepartment.com misappropriated any such listings, materials or any portions of your communication. ClosingDepartment.com disclaims all warranties, express or implied, as to the accuracy, legality, reliability or validity concerning Member provided Content (including photos, videos, etc.), services or sites, and you agree that any recourse for dissatisfaction or problems with that Member Content, services or sites will be sought from the third party provider and not from ClosingDepartment.com as you agree to waive any claim you may have against us with respect to such Content, services and sites. Additional Member Account Obligations a. Closing Confirmation- As a Member of ClosingDepartment.com it is your responsibility to confirm that the loan you are attempting to close is valid and is recognized under validly existing state and federal laws before proceeding to schedule and close said loan on ClosingDepartment.com. ClosingDepartment.com cannot and does not, evaluate or investigate the validity of any loan posted by its Members for closing. However, ClosingDepartment.com does reserve the right to decline to post any loan listed by a Member that ClosingDepartment.com deems inappropriate, inaccurate, or invalid. Should you have any questions regarding the validity or accuracy of a loan you are posting on ClosingDepartment.com you should consult an attorney before posting. b. Legal Advice - ClosingDepartment.com does not provide legal advice or legal services and is in no way engaged in the practice of law. If you have any question about the nature of posting a loan on ClosingDepartment.com or the application of the Truth in Lending Act or other government regulation to your loan closing you should consult an attorney prior to posting any loans or scheduling any loan closings on ClosingDepartment.com. c. Indemnity - Member agrees to indemnify, defend and hold ClosingDepartment.com, its subsidiaries, affiliates, officers, agents, attorneys and employees, harmless from any claim or demand of any kind whatsoever, including reasonable attorneys' fees and costs, made by any third party due to or arising out of the use of this Site or Service, including the posting of any information on this site, the violation of this Agreement, or infringement by Member of the service using the Member's computer, of any intellectual property or any other right of any person or entity. d. National Lending Laws - Due to national lending laws varying from state to state, ClosingDepartment.com requires its Members to confirm the applicability of any state or federal law to any loan posted prior to the posting of that loan or closing.


3. MEMBERSHIP & PROCESSING FEES

a. ClosingDepartment.com provides a list of all membership fees for review here.


4. ACCOUNT TERMINATION/REFUNDS

a. ClosingDepartment.com reserves the right to place a hold upon or cancel without refund any Member account that ClosingDepartment.com, in its sole discretion, deems has violated this Agreement or the TCUS or Privacy Policy of ClosingDepartment.com, and/orengages in any suspicious or fraudulent activities on ClosingDepartment.com or uses ClosingDepartment.com in an inappropriate, harassing or negligent manner.
b. ClosingDepartment.com does not offer refunds for memberships.
c. Notwithstanding the above, ClosingDepartment.com shall not be liable for any loss resulting from a cause over which it does not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions.


5. MISCELLANEOUS

a. Government Regulations. Member will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.
b. Governing Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the United States of America, without regard to any principals of conflicts of law. You agree that any action at law or in equity that arises out of or relates to this Website or these Terms & Conditions of Use will be filed only in the state or federal courts located in Summit County, Ohio, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
c. Compliance with Laws and International Use. You assume all knowledge of applicable law and are responsible for compliance with any such laws. You may not use our website or services in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Furthermore, we make no representation that materials on this Website are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Website from other locations outside of the United States do so on their own initiative and at their own risk and are responsible for compliance with those local laws and regulations.
d. Severability. If any provision of this Agreement is held to be invalid or unenforceable under the circumstances, such provision's application in any other circumstances and the remaining provisions of this Agreement shall not be affected thereby.
e. Waiver. No failure or delay on the part of ClosingDepartment.com in exercising any right hereunder, irrespective of the length of time for which such failure or delay shall continue, will operate as a waiver of, or impair, any such right. No single or partial exercise of any right hereunder shall preclude ClosingDepartment.com of further exercise thereof or the exercise of any other right. No waiver of any right hereunder will be effective unless given in a signed writing.

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