ICS PARTNERS, INC.
ICS FUNDING PLATFORM™ USER AGREEMENT AND TERMS OF USE
Effective Date: {acceptanceDate}

By registering for, accessing, or using the ICS Funding Platform™, the individual {name}, and/or entity establishing the account (“User,” “you,” or “your”) agrees to these User Agreement and Terms of Use (“Agreement”).

This Agreement is between the User and ICS Partners, Inc., a California corporation doing business as ICS Loans (“ICS,” “we,” “us,” or “our”).

If you are accepting this Agreement on behalf of a company or other entity, you represent that you have authority to bind that entity to this Agreement.

1. ICS FUNDING PLATFORM
ICS operates a commercial mortgage technology and information platform designed for commercial mortgage professionals, real estate investors, and other qualified business users.

Depending upon the User's subscription and available platform features, ICS may provide access to services including:

Commercial lender search and lender information;
Loan pipeline and transaction management tools;
Funding Request creation and presentation tools;
Commercial Loan Estimate (“CLE”) preparation tools;
Borrower application and document collection tools;
Document storage and lender document-sharing tools;
Loan calculators and underwriting-related technology;
Loan program and financing information;
Training materials, case studies, forms, templates, and educational resources;
LoanTalk™ automated support and informational tools;
Property owner prospecting information and lead products; and
Other software, data, communication, and workflow tools made available by ICS.
Features may be added, modified, replaced, or discontinued from time to time.

2. ICS IS A TECHNOLOGY PLATFORM — NOT THE USER'S BROKER OR LENDER
ICS provides technology, information, data, training, and workflow tools.

ICS does not, solely by providing access to the ICS Funding Platform:

Act as the User's mortgage broker, loan broker, lender, financial advisor, attorney, accountant, fiduciary, agent, or representative;
Agree to place, arrange, negotiate, procure, underwrite, approve, close, or fund any loan;
Represent any lender listed or accessible through the platform;
Represent any borrower introduced or entered into the platform by a User;
Guarantee that any lender will review, approve, quote, close, or fund a transaction; or
Guarantee the accuracy, availability, pricing, terms, or continued participation of any lender.
Users are responsible for managing their own borrower and lender relationships and transactions.

3. ELIGIBLE USE
The ICS Funding Platform is intended for commercial and business-purpose financing activities.

The platform is not intended to be used to originate, solicit, arrange, or process consumer-purpose residential mortgage transactions.

Users are solely responsible for determining whether their activities require any license, registration, disclosure, authorization, or other regulatory compliance in each jurisdiction in which they operate.

ICS's provision of platform access does not constitute a representation that a User is licensed or otherwise legally permitted to conduct any particular activity.

4. USER'S INDEPENDENT BUSINESS
Users operate independently from ICS.

Nothing in this Agreement creates an employment, partnership, joint venture, franchise, fiduciary, agency, brokerage, or representative relationship between ICS and the User.

Users have no authority to bind ICS, incur obligations on behalf of ICS, or represent that ICS is participating in a transaction unless ICS has expressly authorized such representation in writing.

Users are solely responsible for their business operations, licenses, registrations, insurance, taxes, advertising, representations, borrower relationships, lender relationships, and compliance with applicable laws.

5. LENDER INFORMATION AND SEARCH RESULTS
ICS maintains information concerning commercial lenders, financing programs, lending parameters, and related information.

Lender information is provided for informational and business-development purposes and may change without notice.

ICS attempts to maintain useful and current lender information but does not warrant that lender programs, contacts, rates, underwriting requirements, geographic coverage, loan amounts, property eligibility, or other information will always be complete, current, or accurate.

A lender appearing in search results does not constitute a recommendation, endorsement, commitment, approval, or representation that the lender will consider or fund a particular transaction.

Users are responsible for independently confirming all lending programs and terms directly with the applicable lender.

6. FUNDING REQUESTS AND LOAN PACKAGING
The platform may enable Users to create Funding Requests, Commercial Loan Estimates, financing summaries, lender presentations, calculations, document packages, and other transaction materials.

These tools assist Users in organizing and presenting information.

The User is responsible for reviewing all information before providing it to a borrower, lender, investor, or other third party.

ICS does not guarantee that calculations, estimated payments, rates, fees, loan terms, DSCR, debt yield, LTV, LTC, or other outputs will be accepted or calculated in the same manner by any lender.

Lenders conduct their own underwriting and make their own credit decisions.

7. USER-SUBMITTED INFORMATION
Users are responsible for information entered into the platform, including borrower information, property information, financial information, documents, loan terms, notes, and lender communications.

Users represent that they have the legal right and appropriate authorization to collect, upload, process, store, and share information submitted through their account.

Users shall not knowingly submit false, fraudulent, misleading, unlawful, or unauthorized information.

8. DOCUMENT STORAGE AND SHARING
ICS may provide tools allowing Users and their borrowers to upload, store, organize, rename, and share transaction documents.

Users control which available documents they elect to share with lenders through platform functionality.

Users are responsible for determining whether a document should be disclosed and for obtaining any necessary authorization from the borrower, property owner, or other applicable party.

Password protection and other security features reduce unauthorized access risk but cannot guarantee absolute security.

Users should not provide document-access passwords through the same communication channel as protected information when doing so would create an unreasonable security risk.

9. BORROWER AND TRANSACTION RELATIONSHIPS
Borrowers, prospective borrowers, and transactions entered by a User remain the User's business relationships.

ICS does not acquire ownership of a User's borrower relationship merely because information concerning that borrower or transaction is stored or processed through the platform.

ICS may process transaction information as necessary to operate, secure, support, maintain, analyze, and improve the platform, subject to this Agreement and the ICS Privacy Policy.

10. USER COMPENSATION AND TRANSACTION FEES
ICS does not charge Users a percentage of loan commissions or origination compensation for transactions completed using the standard Funding Platform subscription unless a separate written agreement expressly provides otherwise.

Users are responsible for establishing, disclosing, documenting, earning, invoicing, and collecting their own compensation from borrowers, lenders, or other parties in accordance with applicable law.

ICS is not responsible for collecting a User's brokerage fee, origination fee, lender-paid compensation, yield-spread compensation, consulting fee, or other transaction compensation.

Nothing on the platform constitutes a representation that any particular compensation arrangement is legally permissible.

11. NO HANDLING OF BORROWER FUNDS
Unless expressly stated otherwise in a separate written agreement, ICS does not accept or hold borrower deposits, escrow funds, good-faith deposits, underwriting deposits, closing funds, or other transaction funds on behalf of Users.

Users are responsible for ensuring that transaction funds are handled by appropriately authorized parties in accordance with applicable law.

12. SUBSCRIPTION, BILLING AND CANCELLATION
Access to the ICS Funding Platform is provided on a paid subscription basis at the price displayed when the User subscribes.

Unless otherwise expressly stated at checkout, subscriptions are billed monthly and automatically renew every 30 days until canceled.

The User authorizes ICS and its payment processor to charge the payment method associated with the account for recurring subscription fees and applicable taxes.

Users may cancel their subscription in accordance with the cancellation procedures provided by ICS. Cancellation prevents future renewal charges but does not ordinarily result in a refund of fees already paid for the current billing period except where required by law or expressly stated otherwise.

ICS may change subscription pricing upon reasonable advance notice.

This eliminates the old three-month commitment and setup-fee language entirely, assuming $95/month with no setup fee is now your final policy.

13. FAILED PAYMENTS AND ACCOUNT ACCESS
If a subscription payment is declined, reversed, disputed, or otherwise unpaid, ICS may retry the payment and may suspend or restrict platform access until the account is brought current.

ICS may terminate accounts with unresolved payment balances or repeated payment failures.

14. ACCOUNT SECURITY
Users are responsible for maintaining the confidentiality of their login credentials and for activity occurring through their accounts.

Accounts may not be shared with unauthorized persons or used to circumvent subscription requirements.

Users must promptly notify ICS of suspected unauthorized access or security incidents affecting their account.

15. ACCEPTABLE USE
Users may not:

Use the platform for unlawful, fraudulent, deceptive, or abusive activity;
Submit fabricated loan requests for the purpose of harvesting lender information;
Scrape, harvest, copy, systematically download, resell, or redistribute ICS lender data;
Share account credentials with unauthorized users;
Attempt to circumvent platform security or access controls;
Introduce malicious software or interfere with platform operation;
Misrepresent an affiliation with ICS;
Use ICS trademarks without authorization; or
Use the platform in violation of applicable law.
ICS may suspend or terminate accounts reasonably believed to be engaged in prohibited activity.

16. LENDER DATABASE AND ICS PROPRIETARY INFORMATION
ICS's lender database, lender classifications, lender-search methodology, software, platform design, workflows, training content, forms, templates, compilations, and proprietary materials are owned by or licensed to ICS.

A subscription grants the User a limited, revocable, non-exclusive, non-transferable right to use those resources for the User's legitimate business activities during the subscription period.

The subscription does not transfer ownership of ICS intellectual property or grant the User the right to reproduce, publish, sell, sublicense, scrape, or commercially redistribute ICS data or platform materials.

17. TRAINING AND EDUCATIONAL MATERIALS
ICS may provide training programs, case studies, examples, calculators, educational materials, and automated informational assistance.

Such materials are provided for educational and informational purposes and do not constitute legal, tax, accounting, investment, lending, or regulatory advice.

Case studies and training scenarios may contain fictitious information created for educational purposes.

Completion of ICS training does not constitute a government license, professional designation, or representation that a User is legally authorized to conduct activities requiring licensure.

18. LOANTALK™ AND AUTOMATED/AI FEATURES
ICS may provide LoanTalk™ and other automated or artificial-intelligence-assisted functionality.

Automated responses and generated content are provided as informational and workflow assistance and may contain errors, omissions, or outdated information.

Users must exercise professional judgment and independently verify material information before relying upon automated output in connection with a transaction or communication with a borrower or lender.

19. PROPERTY OWNER AND PROSPECT DATA
ICS may offer property owner information, prospect lists, contact information, or related data products.

Such information is provided as a business-development resource and may originate from public records, licensed data providers, third-party sources, or other lawful sources.

ICS does not guarantee that prospect information is complete, current, deliverable, or error-free.

Users are solely responsible for complying with applicable solicitation, telemarketing, email, privacy, do-not-call, and other marketing laws when using prospect information.

20. THIRD-PARTY SERVICES AND LINKS
The platform may integrate with or provide links to third-party websites, applications, lenders, document providers, payment processors, mapping services, data providers, and other services.

ICS does not control and is not responsible for third-party services, their availability, security, terms, privacy practices, products, underwriting decisions, or conduct.

21. CONFIDENTIALITY
Users shall not improperly disclose or commercially exploit non-public proprietary information belonging to ICS.

ICS will handle User and transaction information in accordance with this Agreement and its Privacy Policy.

Nothing in this section prevents Users from communicating transaction information to borrowers, lenders, attorneys, accountants, escrow providers, title companies, or other parties when reasonably necessary for the User's business and appropriately authorized.

22. NO GUARANTEE OF FINANCING OR BUSINESS RESULTS
ICS does not guarantee:

Loan approval or funding;
Lender responses;
Particular rates or terms;
Closing timelines;
Borrower performance;
Commission income;
Lead conversion;
Prospect accuracy or responsiveness;
Business revenue; or
Any particular financial or commercial result from using the platform.
All financing decisions are made independently by lenders and other capital providers.

23. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND RELATED SERVICES, INFORMATION, DATA, SOFTWARE, TRAINING MATERIALS, AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

ICS DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND ERROR-FREE OPERATION TO THE EXTENT SUCH WARRANTIES MAY LAWFULLY BE DISCLAIMED.

24. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, ICS shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, lost profits, lost commissions, lost business opportunities, loss of data, lender decisions, failed transactions, or business interruption arising from use of or inability to use the platform.

I would have your attorney determine the appropriate aggregate monetary liability cap here. For a SaaS agreement, this is an important provision and shouldn't be selected casually.

25. INDEMNIFICATION
User agrees to indemnify, defend, and hold harmless ICS and its affiliates, officers, directors, employees, contractors, and agents from third-party claims, liabilities, damages, penalties, losses, and reasonable legal expenses arising from or related to:

User's violation of this Agreement;
User's violation of applicable law;
User's business activities or transaction conduct;
User's representations to borrowers, lenders, or third parties;
Information or documents submitted or distributed by User;
User's infringement or misuse of third-party rights; or
User's unauthorized or improper use of the platform.
26. SUSPENSION AND TERMINATION
ICS may suspend or terminate access for nonpayment, suspected fraud, abuse, security threats, violation of this Agreement, misuse of lender information, unlawful activity, or conduct that creates material risk to ICS, its Users, lenders, borrowers, or third parties.

Users may discontinue use and cancel their subscription pursuant to the applicable cancellation procedures.

Provisions that by their nature should survive termination—including intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing-law provisions—shall survive termination.

27. TRADEMARKS
ICS Loans, ICS Funding Platform™, LoanTalk™, associated logos, and other ICS branding are proprietary to ICS Partners, Inc.

Users may not imply endorsement, partnership, agency, or affiliation with ICS beyond accurately identifying themselves as Users of the ICS Funding Platform.

28. CHANGES TO PLATFORM OR AGREEMENT
ICS may modify platform functionality and may update this Agreement from time to time.

Material changes will become effective upon the notice or effective date specified by ICS. Continued use of the platform following effectiveness of revised terms constitutes acceptance to the extent permitted by applicable law.

29. ELECTRONIC COMMUNICATIONS AND ACCEPTANCE
User consents to receiving agreements, notices, disclosures, billing communications, and other platform-related communications electronically.

Clicking an acceptance checkbox, creating an account, purchasing a subscription, or otherwise electronically accepting this Agreement constitutes the User's electronic signature and agreement to be bound by its terms.

30. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California, without regard to conflict-of-law principles.

I would have counsel add your preferred venue/dispute-resolution provision here—for example, California courts versus arbitration. That's another provision worth making deliberately rather than copying from a generic SaaS agreement.

31. ASSIGNMENT
User may not assign this Agreement without ICS's prior written consent.

ICS may assign this Agreement in connection with a merger, acquisition, corporate restructuring, sale of assets, or other business transaction.

32. SEVERABILITY
If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in effect to the maximum extent permitted by law.

33. ENTIRE AGREEMENT
This Agreement, together with the Privacy Policy and any additional terms expressly applicable to purchased products or services, constitutes the agreement between ICS and the User concerning use of the ICS Funding Platform and supersedes prior agreements concerning such platform access.

BY CREATING AN ACCOUNT, PURCHASING A SUBSCRIPTION, OR CLICKING "I AGREE," THE USER ACKNOWLEDGES THAT THE USER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT.