ICS PARTNERS, INC. ("ICS LOANS")
BROKER AGREEMENT

This Broker Agreement (the "Agreement") is entered into by and between ICS Partners, Inc., a California corporation, doing business as ICS Loans ("ICS"), and the individual {name}, signing up as a Broker Platform Member, also referred to as a ("Loan Broker" or "Independent Broker" or "Broker").

By submitting a loan request online, signing up as a Broker, or otherwise using ICS services, Broker agrees to be bound by this Agreement.

1. TERM AND TERMINATION
This Agreement shall commence on the date Broker submits a loan opportunity to ICS. The Agreement shall continue on a month-to-month basis unless terminated by either party.

Either party may terminate this Agreement at any time, with or without cause, upon written notice. Termination shall not affect any rights or obligations accrued prior to termination, including payment obligations, confidentiality, indemnification, and limitation of liability provisions.

2. INDEPENDENT CONTRACTOR STATUS
Broker is an independent contractor and not an employee, partner, joint venturer, agent, or representative of ICS. Broker has no authority to bind ICS or make representations on ICS’s behalf without prior written authorization.

Broker is solely responsible for all business expenses, licenses, permits, insurance, and compliance with applicable laws.

3. NO EXCLUSIVITY (UNLESS EXPRESSLY AGREED)
Unless Broker has entered into a separate written agreement designating Broker exclusive to ICS, nothing in this Agreement or Broker Program shall be construed as creating an exclusive relationship between the parties.

4. USE OF TRADEMARKS AND MARKETING
Broker may not use ICS’s name, trademarks, logos, marketing materials, or branding in any advertising, solicitation, or public communication without ICS’s prior written approval. Any approved use shall immediately cease upon termination of this Agreement.

5. TAXES AND REPORTING
Broker is solely responsible for all federal, state, and local taxes arising from compensation paid under this Agreement. ICS will issue IRS Form 1099 where required by law.

6. OWNERSHIP OF LOAN DOCUMENTS AND TRANSACTIONS
All borrower agreements, applications, loan quotes, letters of intent (LOIs), funding fee agreements, underwriting materials, and related documentation submitted to or issued by ICS shall be issued in the name of the Broker, and remain the sole property of the Broker.

ICS retains sole discretion over loan structuring, underwriting, and loan placement with lenders. 

All earnest money deposits, underwriting fees, and other borrower funds shall be paid directly to licensed third-party escrow agents or attorneys, as required by law.

7. BROKER COMPENSATION
Broker earn 100% of their broker loan origination points charged to the Borrower. These fees are in addition to the Final Funding Lender fees.

All compensation is contingent upon successful loan funding. Commissions are paid to the Broker at closing. ICS is paid post closing by the Broker or Funding Lender.

8. NO GUARANTEE OF FUNDING
Broker acknowledges that all loan submissions are subject to underwriting, lender approval, and market conditions. ICS makes no guarantee that any transaction will close or fund.

ICS services are limited to business-purpose and commercial transactions only. ICS does not offer consumer or residential loan services.

9. CONFIDENTIALITY
Broker agrees to maintain the confidentiality of all non-public, proprietary, and confidential information of ICS, including lender relationships, pricing, processes, software, and borrower information. This obligation survives termination of this Agreement. All correspondence with the Borrower is between the Broker and Borrower, unless Broker requests ICS direct communication. All emails, forms, agreements, and LOI's are in the name of the Broker. 

10. DATA PRIVACY AND CLIENT INFORMATION
Broker consents to ICS’s collection, use, storage, and disclosure of borrower and business information in accordance with ICS’s Privacy Policy, incorporated herein by reference and attached below.

Broker represents that it has obtained all required borrower consents for sharing information with ICS.

11. INDEMNIFICATION
Broker agrees to indemnify, defend, and hold harmless ICS, its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, fines, penalties, and expenses (including reasonable attorneys’ fees) arising from:

• Broker’s breach of this Agreement
• Broker’s violation of law or regulation
• Broker’s misrepresentations or misconduct
• Broker’s unauthorized use of ICS materials or services

12. LIMITATION OF LIABILITY
To the maximum extent permitted by law, ICS shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of this Agreement or Broker’s use of ICS services.

13. ASSIGNMENT
Broker may not assign or transfer this Agreement without ICS’s prior written consent. ICS may assign this Agreement freely. Any unauthorized assignment is void.

14. BILLING – ICS BROKER PLATFORM MEMBERSHIP
Brokers signing up for ICS BROKER PLATFORM access agree to pay all applicable setup and monthly fees as disclosed when signing up. Fees are billed every 30 days and are non-refundable. Cancellation must be submitted at least ten (10) days prior to the next billing date. ICS Broker Platform fees are currently $95/month with no set-up fees.

15. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-law principles.

16. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings. ICS may update these terms from time to time by posting revised versions on ICSLoans.com.

ICS LOANS – PRIVACY POLICY
1. INFORMATION WE COLLECT
ICS may collect personal and business information including, but not limited to: names, contact details, business financials, tax records, credit information, and loan-related documentation.

2. HOW WE USE INFORMATION
Information is used to:
• Evaluate and process commercial loan requests
• Communicate with brokers, borrowers, and lenders
• Comply with legal and regulatory requirements
• Improve services and internal operations

3. INFORMATION SHARING
ICS may share information with:
• Lenders, capital providers, and financial institutions
• Third-party service providers (underwriting, escrow, compliance)
• Government or regulatory authorities when required by law

ICS does not sell personal information.

4. DATA SECURITY
ICS implements commercially reasonable administrative, technical, and physical safeguards to protect information. However, no system can be guaranteed 100% secure.

5. DATA RETENTION
Information is retained only as long as necessary for business, legal, and regulatory purposes.

6. BROKER RESPONSIBILITIES
Brokers are responsible for safeguarding borrower information and complying with all applicable privacy and data protection laws. There are no quotas at ICS to work with us non-exclusively as a Broker.

7. POLICY UPDATES
ICS may update this Privacy Policy periodically. Continued use of ICS services constitutes acceptance of any updates.

8. CONTACT
Questions regarding this Agreement or Privacy Policy may be directed to our Support Team at icsloans.com