IT IS AGREED by and between ICS Loans, herein referred to as "ICS" or “” and Funding Platform User, herein referred to as “Funding Platform User" or "Independent Broker" on the commencement date this contract is executed online by Funding Platform User for an initial term of three (3) months, renewing thereafter on a month-to-month basis until cancelled, as follows:

ICS ASSOCIATION: Funding Platform Users are not employees of ICS. Funding Platform User in no way is an employee, entity partner, or subsidiary of ICS and uses ICS Funding Platform services on a non-exclusive basis only. This is a Platform Service, not a job.

CONTRACTOR STATUS: Funding Platform User is an independent contractor for federal tax and all other purposes. ICS is not an employee of, or partner with Funding Platform User. Funding Platform User is not an employee of, or partner of ICS. This is a non-exclusive contract agreement between ICS and Funding Platform User.

ADVERTISING: Funding Platform User agrees not to utilize any advertising, signs, brochures or other solicitation materials using the ICS brand without ICS’s advance written approval thereof by ICS Loans.

TAXES: Funding Platform User is an independent contractor and shall be responsible to file and pay quarterly estimated, and/or annual federal income tax returns; and any other taxes required of an independent contractor.

LIABILITY: Funding Platform User agrees to indemnify and hold ICS Loans harmless from any liability, including city, state or federal fines and damage suits incurred by Funding Platform User, resulting from misuse of property and disclosure and other proprietary information in violation of ICS Loans terms and conditions.

OWNERSHIP – LOAN AGREEMENTS - DOCUMENTS: It is understood that all client agreements obtained or negotiated by Funding Platform User are between Funding Platform User and the borrower/loan client. When submitted to ICS Loans, in accordance with ICS Loans terms and conditions and all state law and federal laws, the Funding Fee Agreement, Loan Applications and other supporting loan documents shall be in the name of and be the property of Funding Platform User, or in the event ICS processes and places the loan, in the name of ICS Loans. Upon mutual execution of a Funding Fee Agreement between ICS and borrower (if applicable), the Loan Funding Fee Agreement is subject to ICS Loans processing, and an ICS Funding Fee as outlined within the Funding Fee Agreement and the terms and conditions of ICS Loans (if applicable). Earnest money, deposits, fees, and other money, wholly or partially executed instruments or documents shall be immediately delivered to a 3rd party escrow company or law firm in accordance with state law and federal law. Funding Platform User has no authority, express or implied, to represent anything to a purchaser, seller, borrower or anyone else unless it is contained in the Funding Fee Agreement between the client and Funding Platform User and there are no reasonable grounds for Funding Platform User to suspect that it is otherwise; or unless Funding Platform User is specifically authorized to make the representation.

DURATION & TERMINATION: This agreement shall start on the commencement date this contract is executed by Funding Platform User for an initial term of one month, renewing thereafter on a month-to-month basis. This Service Agreement may be terminated, at any time by ICS, or at any time by Funding Platform User following the end of the initial 3-month term in writing via email. Funding Platform User must provide 15-days written notice in order to not incur future monthly charges. In the event Funding Platform User contemplates termination of this Agreement, Funding Platform User will make every effort to close any pending transactions in which Funding Platform User is interested where ICS is providing loan processing and direct placement services. In the event that any such transaction does not close prior to termination of this Agreement and in ICS’s opinion is necessary or appropriate for ICS or others at ICS to attend to any matters concerning the transaction (including changes in financing; securing of occupancy agreements; removal of contingencies; and any other usual or unusual matters required to close the transaction closing) then ICS shall be authorized to deduct up to 50% of the Funding Platform User’s share of the commission and pay the same to ICS Loans or other Funding Platform Users according to their participation in the matters necessary to close the transaction. Funding Platform User agrees not to, in any way, induce or encourage a client to terminate a loan in processing following termination of this Agreement. This contract can be cancelled anytime by ICS at the sole discretion of ICS, which would terminate this agreement and any Funding Platform User monthly obligations.

In the event ICS is providing processing and placement services requested by Funding Platform User and project funding is provided by one or more Lenders brought forth by ICS during the term of this agreement, or within (180) days following expiration or termination of this agreement, Funding Platform User be paid in accordance with the commission schedule below.

ARBITRATION: Any disputes between Funding Platform User and ICS Loans, or between Funding Platform User and other Loan Broker, arising from matters occurring, all or in part, prior to termination of this Agreement, shall be resolved by arbitration, rather than suit. Each of the parties shall, within five days of being requested to do so by the other, name one arbitrator. The two arbitrators shall within five days of their appointment, appoint a third arbitrator. The dispute shall be heard within thirty (30) days thereafter, in accordance with state statutes governing arbitration, and the decision of the arbitrators shall be final and binding upon the parties’ subject only to statutory review by the Superior Court.

FEES & COMMISSIONS: Funding Platform User shall have claim to 100% of their loan origination points and other fees on all loans submitted to ICS and successfully funded through ICS Loans. Funding Platform Users processing and placing their own loans through the ICS Funding Platform are paid directly at escrow closing by the borrower and/or lender. In the event Funding Platform User requests ICS process and place the loan, ICS manages the closing process through escrow closing. The loan commissions are then paid by ICS directly within 2 business days of closing and/or payment from the funding lender. ICS may charge a loan origination fee, and/or receive compensation directly from the lender when processing and placing loans for Platform Members that need assistance. ICS fees vary by loan, lender, and property type and are determined upon review of the loan request by Platform Member.

FUNDING PLATFORM COMMISSION SCHEDULE: Funding Platform Users keep 100% of their loan origination points and other fees charged to the client and or paid by the lender on loans they process and place with lenders directly through the ICS Funding Platform and are responsible to arrange commissions paid by the borrower and/or lender to them directly at escrow closing. In the event Funding Platform User requests ICS process and place the loan for them through lenders, you earn 100% of loan origination points. ICS earn compensation by the lender, and/or may charge a minimal loan origination fee.

LENDING PLATFORM MEMERSHIP FEE: Funding Platform Users may pay a Funding Platform Membership Fee. ICS may provide free access on a promotional basis, allowing users to sign up at no cost for a limited 10-day trial period. Fees are auto-billed monthly. All plans are final and are non-refundable. The minimum agreement term is 3-months, billed monthly. All plans auto-renew unless cancelled with a 15-day cancellation notice in writing sent to Funding Platform User is responsible to pay the membership fee as long as they are a user prior to cancellation. ICS runs new member promo pricing throughout the year which are available to new platform members. Existing members are not eligible for new member promo pricing. This a 3-month agreement, then auto-renews unless cancelled.

ONLINE TRAINING PROGRAM: Members that sign up receive having unlimited access to ICS training tools and resources. ICS does not provide live training. Training is available online.