PLATFORM USER AGREEMENT
TERMS & CONDITIONS
1. Use of Our Service
A. Eligibility This is a contract between you and ICS. You must read and agree to these terms before using the ICSLoans.com Platform Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with ICS, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of these Terms. The Service is not available to any Users previously removed from the Service by ICS. B. ICSLoans.com Platform Service Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service and Reports for your internal business purposes (including to provide services to your clients, if applicable) use only and as permitted by the features of the Service. ICS reserves all rights not expressly granted herein in the Service and the ICSLoans.com Platform Content (as defined below). ICS may terminate access at any time for any reason or no reason. As used in these Terms, “Reports” means all documents, reports, analysis, and other materials that are delivered to you or prepared by or on behalf of ICS in the course of performing the Services pursuant to these Terms. ICS Accounts. Your ICSLoans.com Platform account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open an ICSLoans.com Platform account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. You may never use another User’s account without permission. If you create an account, you must provide accurate and complete information, and you must keep this information up to date. To the extent a password is issued to you, you are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your account. You must notify ICS immediately of any breach of security or unauthorized use of your account. ICS will not be liable for any losses caused by any unauthorized use of your account. You may control your User profile and how you interact with the Service by changing the settings in your settings page if such setting is made available to you. By providing ICS your email address you consent to our using the email address to send you -Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. C. Service Rules Except as otherwise set forth herein, you agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including by any automated or non-automated “scraping”; (ii) using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the ICS servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that ICS grants the operators of public search engines revocable permission to use spiders to copy publically available materials from the ICSLoans.com Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.
2. User Information.
Except for Reports, we do not claim ownership of user -generated content and material. You grant to ICS and its affiliates a perpetual, irrevocable, royalty -free, worldwide, sublicensable and transferable license to copy, publish, translate, modify, reformat, create derivative works from, distribute, transmit, store, use or otherwise exploit all or any portion of the any text, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data or other content that you submit or post on or through the Service or through tools or applications we provide for posting or sharing such content with us (collectively “User Information”). You grant to ICS and its affiliates a perpetual, irrevocable, -royalty free, worldwide, sublicensable and transferable license to modify and use the User Information for ICS’s business purposes, including to provide User Information, including any Reports, to lenders in connection with the Services. Neither you, nor any other person or entity, will have the right to (i) receive any royalty or consideration of any kind for the use of the User Information pursuant to these Terms or (ii) inspect or approve the editorial copy or other material that may be used in connection with the User Information. You represent and warrant that (i) you own or control any and all rights in and to the User Information, and the right to grant all of the rights and licenses in these Terms, and if you are not the holder of such rights, the holder of such rights has completely and effectively waived all such rights and irrevocably granted you the right to grant the licenses stated above without the need for payment to you or any other person or entity; (ii) you are 18 years of age or older; and (iii) the User Information does not (a) contain false or misleading information, (b) infringe on the intellectual property, privacy, publicity, statutory, contractual or other rights of any third party, or (c) contain computer viruses, worms or other harmful files. You are solely responsible for the User Information and you hereby agree to defend, indemnify, and hold ICS and its employees, agents, affiliates, assigns and licensees harmless from any and all damages, claims, expenses, costs or fees arising from or in connection with a breach of any of the foregoing representations or your violation of any law or rights of a third party.
3. Our Proprietary Rights.
Except for your User Information, the Service, the Reports, and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Information belonging to other Users (the “ICS Content”), and all Intellectual Property Rights related thereto, are the exclusive property of ICS and its licensors (including other Users who post User Information to the Service). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any ICS Content. Use of the ICS Content for any purpose not expressly permitted by these Terms is strictly prohibited. You may choose to or we may invite you to submit comments or ideas about the Service, including about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place ICS under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, ICS does not waive any rights to use similar or related ideas previously known to ICS, or developed by its employees, or obtained from sources other than you.
4. Order and Payment Terms.
While we may offer Services from time to time for free, we charge the fees set forth at www.icsloans.com to use the Services. We will bill you in advance for your subscription. Unless you are participating in a free trial, we will bill you in advance for your subscription. Your subscription will continue and automatically renew on a recurring basis corresponding to the term of your subscription unless and until you cancel your subscription, or your account is otherwise suspended or terminated pursuant to these Terms. ICS reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next Billing Period following the date of the change. We will give you advance notice of these changes, but we will not be able to notify you of changes in any applicable taxes. We will automatically bill your Payment Method on the later of the day you start your subscription or the day your free trial ends, and on each recurring billing date thereafter. Your “Billing Period” is the interval of time between each recurring billing date and corresponds to the term of your subscription. You acknowledge that the timing of when you are billed and the amount billed each Billing Period may vary, including if your subscription began on a day not contained in a given month (e.g. if you have a monthly subscription and became a paying subscriber on January 31, your Payment Method would next be billed on February 28), due to free trials and other promotional offers, gift card redemptions, credits applied, or changes in your subscription or Payment Method. Unless otherwise indicated, you will be required to provide a credit card or other payment method accepted by ICS, as may be updated from time to time (“Payment Method”). We will charge your Payment Method a periodic subscription fee on a recurring basis corresponding to the term of your subscription, and any applicable taxes. You are solely responsible for any and all fees charged to your Payment Method. If you want to use a different Payment Method than the one you signed up to use during registration, you may edit your Payment Method information by logging in on the ICSLoans.com Platform and viewing your account details. You can cancel your subscription by logging into your PayPal account and canceling the subscription from the PayPal portal at www.PayPal.com. You must cancel your subscription prior to 11:59 p.m. Eastern time on the day before your next recurring billing date in order to avoid being charged. If you cancel your subscription, you will no longer have access with no prorated period adjustment. If you cancel, including if you switch your billing from ICS to a -third party, you will also forfeit any service, referral, or redeemed gift card credits. If you cancel, modify your subscription, or if your account is otherwise terminated under these Terms, you will not receive a credit, including for partially used periods of Service. There are circumstances where ICS may provide credits on a case-by-case basis. The amount and form of such credits, and the decision to provide them, are at ICS’s sole and absolute discretion. On occasion, we may offer free trials for the Service, subject to specific terms explained during your sign-up. You can view details of your free trial on your ICS account page. ICS reserves the right to determine eligibility for free trials, which may vary based on factors including the Service selected, how recently you redeemed a free trial, and whether the Service is part of a combined offering. Certain limitations may also exist with respect to combining free trials with any other offers. It is very important to understand that you will not receive a notice from ICS that your free trial has ended and that payment for your subscription is due. If you wish to avoid charges to your Payment Method, you must cancel your subscription prior to midnight Eastern Time on the last day of your free trial period. Because the Services are offered in multiple time zones, for consistency, a “day” for purposes of these Terms begins at 12:00 a.m. Eastern Time and ends at 11:59 p.m. Eastern time of that same calendar day. You may cancel your subscription at any time as described in these Terms. If you cancel your subscription during a free trial or while using a promotional code or other credits, cancellation may be effective immediately. ICS does not provide refunds under any circumstances given the nature of our service and value associated with our proprietary technology data. You agree to not dispute any service fees or sign up fees with our PayPal billing provider during or following the term of this agreement. You understand and agree to cancel your service at your discretion directly with PayPal following the initial 90-day subscription period.
ICS cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
7. Lender Disclaimer
ICS is not a lender and does not accept loan applications, make loans, or make any credit decisions. It only connects customers with lenders. Nothing contained herein is an offer or a solicitation for a loan. You are solely responsible for your investment research prior to undertaking any loan transaction. None of the information contained herein constitutes legal advice. Opinions, advice, statements, offers, or other information or content made available herein should not necessarily be relied upon. ICS DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY REPORTS OR INFORMATION PROVIDED TO YOU, OR (II) GUARANTEE THE ACCURACY OR RELIABILITY OF ANY REPORT, OPINION, ADVICE, OR STATEMENT MADE BY LOANTUITIVE. UNDER NO CIRCUMSTANCES WILL LOANTUITIVE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE’S RELIANCE ON THE REPORTS, INFORMATION, OR OTHER CONTENT TRANSMITTED TO YOU.
8. -Third-Party Links and Information
You agree to defend, indemnify and hold harmless ICS and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including your breach of any of the representations and warranties above; (iii) your violation of any -third-party right, including any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Information or any content that is submitted via your account including misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
10. No Warranty.
The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from ICS or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, ICS, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service. ICS does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and ICS will not be a party to or in any way monitor any transaction between you and third--party providers of products or services. You acknowledge and agree that ICS is not responsible for any transfer or disclosure of your information, including User Information, or any losses in connection therewith, made by a broker, lender, or any other party besides ICS. Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this agreement will not apply to the extent prohibited by applicable law.
11. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall ICSLoans.com Platform, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, this service. Under no circumstances will ICS be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein. To the maximum extent permitted by applicable law, ICS assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Information or the defamatory, offensive, or illegal conduct of any third party. In no event shall ICS, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to ICS hereunder or $100.00, whichever is greater. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if ICS has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law. The Service is controlled and operated from facilities in the United States. ICS makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
12. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A. Governing Law. You agree that: (i) the Service shall be deemed solely based in Washington; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Washington. These Terms shall be governed by the internal substantive laws of the State of Washington, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in King County, Washington for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that King County, Washington is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable. B. Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from ICS. For any dispute with ICS, you agree to first contact us at www.icsloans.com and attempt to resolve the dispute with us informally. In the unlikely event that ICS has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in King County, Washington, unless you and LOANtuitive agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing ICS from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. C. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and ICS are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
13. General Assignment.
14. Additional Terms & Conditions. IT IS AGREED by and between ICS Partners, Inc., herein referred to as "ICS" or “ICSLoans.com” and User "Platform User", on the commencement date this contract is executed online by User online for an initial term of three (3) months, renewing thereafter on a month-to-month basis until cancelled by either party. The commencement date is the date upon which User submits a service request online at www.icsloans.com and/or registers online.
15. ICS ASSOCIATION: Platform Users are not employees of ICS. Platform User is in no way is an employee, entity partner, or subsidiary of ICS and uses the ICS Platform on an independent contract basis only at their own discretion.
16. BUSINESS SERVICE USAGE: User understands that services are available for business related usage only. ICS does not provide consumer related products or services. User acknowledges that not all transactions associated with services provided by ICS to User are guaranteed to result in successful transaction closings. User acknowledges that under no circumstances will they dispute set-up fees or monthly fees based upon transaction performance.
17. BROKER COMMISSIONS: Paid Funding Platform Users (ICS Lending Partners) that join ICS and request loan processing, underwriting, and lender placement assistance through the ICS Lender Network are paid a 50% split on loan origination points paid by the borrower. Non-paying 3rd Party Independent Brokers that refer loans for funding earn 20% of the Total Funding Origination points charged to and paid by the Borrower.