#LENDFAM
Membership Agreement
Effective Date: 03/27/2025
Between:
Finley Capital LLC, a Michigan limited liability with its principal place of business at 6024 Eastman Avenue, Midland, Michigan 48640, the (“Company”)
And:
The individual or entity executing this Agreement, as identified in the Membership Application, the (“Member”)
1. Definitions
1.1 “Agreement” means this #LENDFAM Membership Agreement, including any exhibits, schedules and amendments.
1.2 #LENDFAM means the private lending community operated by the Company, including all the related services, benefits, programs, tools, resources and communications.
1.3 “Membership Fee” means the monthly fee of $199.00 USD for participation in the #LENDFAM program.
1.4 “Membership Term” means the duration of Member’s participation in the #LENDFAM program, as further described in Section 3.
1.5 “Services” means all services, tools, resources, support and benefits provided by the Company under the #LENDFAM program, including but not limited to those described in Section 2.
1.6 “Private Lending Operation” means Member’s independent business activities related to originating, processing, underwriting and servicing private loans secured by real estate.
1.7 “Borrower” means an individual and/or entity who borrows money from the Member through a private money loan.
1.8 “Capital Investor” means an individual or entity who provides investment capital to fund the private money loans originated by Member.
2. Services and Member Benefits
2.1 Membership Services. During the Membership Term and subject to Member’s compliance with this Agreement, Company will provide Member with access to the following Services:
a) #LENDPRIVATE: Access to the Facebook group for networking and community support.
b) #LENDSAFE: Access to loan processing and underwriting services. These services shall be charged to the Member’s Borrower in the amount of $995 per closed file. For any loan in which all funds for the loan are provided by Capital Investor(s) from Member’s network, Member shall receive a rebate from Company in the amount of $100 per funded loan. For any loan in which any funds for the loan are provided by CompanyMember shall receive a rebate from Company in the amount of $0 per funded loan.
Member agrees to include the #LENDFAFE fee in all loan quotes provided to Borrower(s) during the Membership Term. Member further agrees to require Borrower to pay this fee at the time the loan is funded as a condition of loan approval.
c) #LENDDOX: Access to loan document preparation and title review services. These services shall be charged to the Member’s Borrower in the amount of $845 per closed file. For any loan in which all funds for the loan are provided by Capital Investor(s) from Member’s network, Member shall receive a rebate from Company in the amount of $100 per funded loan. For any loan in which any funds for the loan are provided by Company, Member shall receive a rebate from Company in the amount of $0 per funded loan. Member agrees to include the #LENDDOX fee in all loan quotes provided to Borrower(s) during the Membership Term. Member further agrees to require Borrower to pay this fee at the time the loan is funded as a condition of loan approval.
d) #LENDBOOKS: Access to loan servicing, portfolio management, Borrower payment collections, Capital Investor distributions, draw management, bookkeeping services, etc. Company and Member agree to split servicing spread interest income 50/50 but Company shall not earn less than 1% of the total loan amount divided by 12 months, per month. Company & Member splits for servicing spread interest shall be distributed monthly by ACH payment. See example below:
123 Example Street, Midland, Michigan 48640
Loan Amount: $200,000
Borrower Interest Rate: 12%
Borrower Interest Payment: $2,000
Capital Investor Interest Rate: 10%
Capital Investor Distribution: $1,667
Servicing Spread: $334
Company Split: $167
Member Split: $167
Draw fees shall be charged to Borrower for every draw requested. Company and Member agree to split draw fee income 50/50 but Company shall not earn less than $100 of the total draw amount. Member agrees to include the #LENDBOOKS draw fees of $200 per draw in all loan quotes provided to Borrower(s) during the Membership Term. Member further agrees to require Borrower to pay this fee at the time the draw is released as a condition of loan approval.
Company shall hold ALL loan funds in escrow during the term of each loan including any escrowed repair funds, prepaid interest, etc… in order to manage and expedite draw requests, loan payoffs, etc. Company shall be responsible for any funds held in escrow, and all funds shall be held in an escrow account at PNC Bank owned by Company.
e) #LENDLOUD: Access to marketing resources including video clips, social media posts, etc. Member may choose to hire Company to provide the following marketing services on a monthly a la carte basis. Each piece of content is whitelabeled to Member and posted on up to 3 social media platforms by Company:
Inspirational Quote Graphic (daily) $29.99 per month
Holiday Graphics (major holidays) $9.99 per month
New Funded Flip $4.99 per post
New Funded Flip Repaid $4.99 per post
Database Email (weekly) $24.99 per email
Video Podcast $499.99 per month
- 1 full length video podcast each month
- 30 mini clips (cut from full episode)
- 1 mini clip video posted per day for Member
#LENDLOUD Elite Package (best value) $699 per month
- Includes all services + 2 full podcasts p/m
f) #LENDCOACH: Access to weekly training Zoom calls and a dedicated mentor from Company to help Member with individual deal review analysis, Borrower marketing techniques, Capital Investor relations, etc.
g) #LENDNET: Access to a private WhatsApp group chat exclusively for Members in which Members can network, share best practices and participate in deals together.
h) #LENDTOOLS: Access to whitelabeled marketing and operations tools including the following:
Private Money Handbook: Borrower Edition ebook
Private Money Handbook: Borrower Edition slide deck
Private Money Handbook: Capital Investor Edition ebook
Private Money Handbook: Capital Investor Edition slide deck
Quick Quote Loan Form
Deal Analyzer / Term Sheet Creator
Member agrees to require Borrower to initiate ALL loan requests through Member’s Quick Quote portal provided by Company. Member also agrees to deliver ALL loan quotes through the Term Sheet Creator system provided by Company.
i) #LENDCAP: Access to up to $100,000 in capital for deal funding per month from Company via the #LENDFAM Elite Partnership Program (see terms & conditions).
2.2 First Deal Funding. Company may, at its sole discretion, provide funding for Member’s first Loan during the Membership Term in an amount not to exceed $100,000 subject to the following terms and conditions:
a) Company has sufficient capital available to commit to Member’s loan at the time the loan is quoted by Member.
b) Loan terms are subject to approval by Company.
c) Loan and Borrower meet all underwriting requirements and criteria of Company which shall be provided to Member in writing.
2.3 Limitations. Company reserves the right to modify, suspend, or discontinue any aspect of the Services at any time. Company makes no guarantees regarding:
a) Availability of capital for any specific deal at any given time.
b) Approval of any loan application or any Borrower.
c) Financial returns or performance of Member’s Private Money Lending Operation.
d) Legality of Member’s Private Money Lending Operation in Member’s individual jurisdiction.
3. Term and Termination
3.1 Membership Term. This Agreement shall commence on the Effective Date and shall continue on a month to month basis until terminated in accordance with this Agreement.
3.2 Termination by Member. Member may terminate this Agreement at any time by providing 30 day written notice to Company.
3.3 Termination by Company. Company may terminate this Agreement and Member’s access to the Services at any time by providing 30 day written notice to Member or may terminate this Agreement immediately and without notice if Member breaches any provision of this Agreement or if Member engages in illegal, fraudulent or unethical business practices. In the event of termination of this Agreement for any reason, Member agrees to work in good faith to complete any outstanding active loans in the active portfolio in conjunction with Company as needed.
3.4 Effect of Termination. Upon termination of this Agreement:
a) Member’s access to all Services will immediately cease.
b) All outstanding payment obligations will become immediately due by Member.
c) Servicing Spread interest split paid to Member shall immediately discontinue upon the date of termination of the Agreement.
d) Member will immediately discontinue use of and access to Company intellectual property.
e) Sections 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 will survive termination.
4. Membership Fees and Payment
4.1 Monthly Fee. Member agrees to pay Company the Membership fee on a monthly basis for the duration of the Membership Term.
4.2 Payment Method. Member will provide valid bank account information for automatic ACH processing of the Membership Fee.
4.3 Automatic Renewal. Membership automatically renews each month until terminated. Member authorizes Company to charge the payment method on file each month on the 1st day of each month.
4.4 Refunds. Company offers a “30 day money back guarantee” to Member. If Member terminates the Agreement within 30 days of the Effective Date, Member shall be entitled to a full refund of the first monthly payment made to Company. After 30 days from the Effective Date Member is no longer entitled to any refund.
4.5 Fee Charges. Company reserves the right to modify the Membership Fee upon 30 days written notice to Member.
5. Member Responsibilities
5.1 Independent Operation. Member acknowledges and agrees that:
a) Member operates an independent business separate from Company.
b) Member is solely responsible for all aspects of Member’s Private Lending Operation.
c) No joint venture, official legal partnership or employment relationship exists between Member and Company.
d) Member has no authority to bind or represent Company.
5.2 Compliance with Laws. Members is solely responsible for:
a) Compliance with all applicable federal, state and local laws and regulations.
b) Obtaining and maintaining any and all required licenses and permits.
c) Property registration with applicable regulatory authorities if applicable.
d) Adherence to all lending, banking, securities and consumer protection laws.
e) Proper collection and remittance of all applicable taxes.
5.3 Professional Conduct. Member will:
a) Conduct business in an ethical and professional manner.
b) Not engage in deceptive, fraudulent or predatory lending practices.
c) Maintain the confidentiality of Borrower information.
d) Not disparage Company or other #LENDFAM members.
5.4 Due Diligence. Member is solely responsible for:
a) Conducting appropriate due diligence on all potential Borrowers.
b) Verifying all property values and collateral.
c) Assessing and mitigating risks associated with lending activities.
6. Disclaimer of Warranties
6.1 No Guarantees. COMPANY PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
6.2 No Financial Performance Warranty. COMPANY DOES NOT WARRANT OR GUARANTEE ANY SPECIFIC FINANCIAL PERFORMANCE, RETURN ON INVESTMENT, OR BUSINESS SUCCESS. MEMBER’S RESULTS MAY VARY BASED ON NUMEROUS FACTORS OUTSIDE COMPANY’S CONTROL.
6.3 No Legal Advice. COMPANY DOES NOT PROVIDE LEGAL ADVICE. NO INFORMATION PROVIDED THROUGH THE SERVICES CONSTITUTE LEGAL ADVICE OR CREATES AN ATTORNEY-CLIENT RELATIONSHIP.
6.4 Technology Limitations. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERUPPTED, ERROR-FREE, OR COMPLETELY SECURE.
7 Limitation of Liability
7.1 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY MEMBER TO COMPANY IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
7.2 Exclusion of Damages. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST PRINCIPLE, LOST OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 Business Losses. COMPANY WILL NOT BE LIABLE FOR ANY BUSINESS LOSSES INCLUDING BUT NOT LIMITED TO LOSSES RELATED TO MEMBERS’ PRIVATE LENDING OPERATION, LOAN DEFAULTS, PROPERTY VALUATION ERRORS, DOCUMENTATION ERRORS, OR REGULATORY COMPLIANCE ISSUES.
7.4 Third-Party Services. COMPANY WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING FROM THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO UNDERWRITING SERVICES, DOCUMENT PREPARATION, TITLE SERVICES, OR CAPITAL PROVIDERS.
7.5 Essential Purpose. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8. Indemnification
8.1 Member Indemnification Obligation. Member will defend, indemnify, and hold harmless Company, its officers, directors, employees, agents and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or related to:
a) Member’s Private Lending Operation.
b) Member’s use of the Services.
c) Member’s violation of this Agreement.
d) Member’s violation of any law, regulation or third-party right.
e) Any loan originated, processed or serviced by Member.
f) Any representation or warranty made by Member to borrowers or investors.
8.2 Procedure. Company will provide prompt notice of any indemnifiable claim and reasonable cooperation in Member’s defence or settlement of such claim. Member may not settle any claim without Company’s prior written consent.
9. Confidentiality
9.1 Confidential Information. “Confidential Information” means all non-public information disclosed by Company to Member, including but not limited to business methods, marketing strategies, pricing, technology, training materials, underwriting criteria and member lists.
9.2 Protection Obligation. Member will:
a) Maintain the confidentiality of all Confidential Information.
b) Use Confidential Information solely for the purpose of participating in the #LENDFAM program.
c) Not disclose Confidential Information to any third party without Company’s prior written consent.
d) Protect Confidential Information with at least the same degree of care used to protect Member’s own confidential information.
9.3 Exceptions. The obligations in Section 9.2 do not apply to information that:
a) Is or becomes publicly available through no fault of the Member.
b) Was known to Member prior to disclosure by Company.
c) Is independently developed by Member without use of Confidential Information.
9.4 Duration. The obligations in this Section 9 survive termination of this Agreement for a period of 5 years.
10. Intellectual Property
10.1 Company Ownership. Company owns and retains all right, title and interest in and to:
a) The Services and all components thereof.
b) All company trademarks, service marks, logos and branded elements including “#LENDFAM,” “#LENDPRIVATE,” and all “#LEND” prefixed brands.
c) all content, materials, guides, tools, and resources provided through the Services.
d) All improvements, modifications, and derivative works of the foregoing.
10.2 Limited License. Company grants Member a limited, non-exclusive, non-transferable, revocable license to use the Services and Company intellectual property solely for the purpose of participating in the #LENDFAM program during the Membership Term.
10.3 Restrictions. Member will not:
a) Modify, copy, adapt or create derivative works of the Services.
b) Reverse engineer, decompile, or disassemble any aspect of the Services.
c) Remove, alter, or obscure any proprietary notices or branding.
d) Access the Services to build a competitive product or service.
e) Use Company’s trademark or brand elements without prior written authorization.
11. Dispute Resolution
11.1 Mandatory Arbitration. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL BE RESOLVED BY BINDING ARTIBRATION RATHER THAN IN COURT, EXCEPT THAT MEMBER MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF THEY QUALIFY.
11.2 Arbitration Procedure. The arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in Midland County, Michigan unless Member and Company agree to another location. The arbitrator’s award will be final and binding, and judgement on the award may be entered in any court of competent jurisdiction.
11.3 Class Action Waiver. MEMBER AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
11.4 Injunctive Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief in any court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm.
12. General Provisions
12.1 Entire Agreement. This Agreement constitutes the entire agreement between Member and Company regarding the #LENDFAM membership and supersedes all prior and contemporaneous agreements, proposals, or representation, written or oral.
12.2 Amendments. Company may modify this Agreement at any time by posting the revised Agreement on its website or by providing notices to Member. Member’s continued use of the Services after such modification constitutes acceptance of the modified Agreement.
12.3 No Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
12.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced to the fullest extent under law.
12.5 Assignment. Member may not assign or transfer this Agreement without Company’s prior written consent. Company may assign this Agreement to any successor to its business.
12.6 Force Majeure. Company will not be liable for any failure or delay in performance due to circumstances beyond its reasonable control including but not limited to acts of God, natural disasters, pandemic, terrorism, riot, government action, or internet service interruption.
12.7 Notices. All notices under this Agreement must be in writing and will be deemed given:
a) Upon receipt when delivered personally.
b) Upon written verification of receipt from overnight courier.
c) Upon verification of receipt of registered or certified mail.
d) or Upon verification receipt via email, provided such email is sent with return receipt requested and received.
12.8 Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise between Member and Company.
12.9 Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
12.10 Governing Law. This Agreement is governed by the laws of the State of Michigan without regard to its conflict of law principles.
13. Acknowledgement
13.1 Member Acknowledgement. BY SIGNING BELOW OR BY ACCESSING OR USING THE SERVICES, MEMBER ACKNOWLEDGES THAT MEMBER HAS READ AND UNDERSTANDS THIS AGREEMENT, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 11, AND AGREES TO BE BOUND BY ITS TERMS.
13.2 Risk Acknowledgement. MEMBER EXPLICITLY ACKNOWLEDGES AND ACCEPTS THAT:
a) Private money lending involves significant financial risk.
b) Company does not guarantee any financial returns or loan performance.
c) Member is solely responsible for all lending decisions and risk management.
d) Real estate secured loans may result in total loss of principal in the event of borrower default and/or property devaluation.
e) Economic conditions, regulatory changes, borrower fraud, and other factors beyond Company’s control may negatively impact Member’s lending activities.
13.3 Legal Compliance Acknowledgement. MEMBER ACKNOWLEDGES THAT:
a) Laws and regulations governing private lending vary by jurisdiction.
b) Member is solely responsible for ensuring compliance with all applicable laws.
c) Member has consulted or will consult with independent legal counsel regarding the legal requirements for private lending operations in Member’s jurisdiction.
d) Company does not provide legal advice or ensure Member’s legal compliance.
e) Violations of lending, banking, securities, or consumer protection laws may result in severe civil and criminal penalties for which Member is solely responsible.
13.4 Independent Acknowledgement. MEMBER ACKNOWLEDGES THAT:
a) Member operates an independent business entirely separate from Company.
b) No employment, partnership, joint venture, or agency relationship exists.
c) Company is not responsible for Member’s business decisions, operations or performance.
d) Member has no authority to bind or represent Company
e) Member will not represent themselves as an employee, agent or representative of Company.
14. Specific Disclaimers
14.1 First Deal Funding Disclaimer. MEMBER ACKNOWLEDGES THAT:
a) Any offer to fund Member’s first deal is subject to Company’s sole discretion.
b) Company may withdraw or modify the offer at any time for any reason.
c) First deal funding will require separate written agreement with additional terms and conditions.
14.2 Income Disclaimer. MEMBER ACKNOWLEDGES THAT:
a) Any income or earnings representations provided by Company are only estimates.
b) Company does not guarantee that Member will earn any specific amount of money.
c) Any examples of income provided by Company or its representatives are not to be interpreted as a promise or guarantee of earnings.
d) Member’s earning potential depends on many factors beyond Company’s control, including Member’s skills, knowledge, ability, and market conditions.
e) The success of other #LENDFAM members is not indicative of Member’s potential success.
14.3 Training Disclaimer. MEMBER ACKNOWLEDGES THAT:
a) Training, coaching, and educational content provided through the Services is for informational purposes only.
b) Company does not guarantee that Member will achieve any specific result from using the training materials.
c) Training content may not be acceptable to all jurisdictions or business models.
d) Member is responsible for adapting any strategies or methods to Member’s specific circumstances and ensuring legal compliance.
14.4 Third-Party Vendor Disclaimer. MEMBER ACKNOWLEDGES THAT:
a) Some Services may be provided by third-party vendors not controlled by Company.
b) Company makes no representations or warranties regarding third-party vendors.
c) Member’s use of third-party vendor services may be subject to additional terms and conditions.
d) Company is not liable for any actions, omissions, or services of third-party vendors.
15. Electronic Signature
15.1 Electronic Acceptance. By checking the “I Agree” box, clicking “Accept,” or by accessing or using the Services, Member agrees to enter into this Agreement electronically and agrees that all terms and conditions, agreements, notices, disclosures and other communications regarding the Services provided electronically satisfy any legal requirement such communications would satisfy if they were in writing.
15.2 Record Retention. Member is responsible for printing or saving an electronic copy of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
COMPANY: Finley Capital LLC