IMP Application

Part 2: Terms of Appointment

2.1 Appointment and Status

A. SERVEBANK hereby appoints the applicant as a non-exclusive Independent Marketing Partner ("IMP" hereinafter) for the SERVEBANK online marketplace.

B. IMP shall act in the capacity of an independent referrer, whose sole responsibility is to introduce prospective borrowers to the SERVEBANK marketplace.

C. IMP is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between SERVEBANK and IMP.

D. IMP has no authority to bind SERVEBANK, commit to any loans or financial products, or quote interest rates, fees, or loan terms to any third parties.

E. Compensation & Expenses. IMP shall receive referral fees amounting to twenty percent (20%) of the total gross revenue received by SERVEBANK from each successful loan transaction of borrowers who are successfully matched and funded through direct referrals originating from IMP. IMP shall be solely responsible for all costs and expenses associated with their marketing and promotional activities, including but not limited to insurance, taxes, transportation, and any shared commissions, referral splits, or fees owed to third parties working with or under IMP. IMP shall not be entitled to receive any salary, employee benefits, expense reimbursements, or other compensation whatsoever from SERVEBANK other than the referral fees expressly set forth herein.

F. IMP shall receive their applicable commission within thirty (30) days following the formal closing and funding of the loans of the borrowers who were referred directly by IMP.

G. SERVEBANK reserves the right to terminate the appointment of any IMP at any time, with or without cause, upon written notice. Immediate termination shall apply if the IMP breaches any of the terms and conditions stated herein, or if they make false, misleading, deceptive, or unauthorized representations to any third party regarding their appointment, legal status, or the online marketplace services provided by SERVEBANK. Upon termination, the IMP shall immediately cease all marketing and promotional activities, disable all tracking links, and shall forfeit any right to receive further compensation, commissions, or referral fees from SERVEBANK accruing after the effective date of termination.

2.2 Nature of SERVEBANK as a Marketplace

The IMP explicitly understands, accepts, and covenants to communicate accurately to prospective clients that:

A. SERVEBANK is a Technology Marketplace: SERVEBANK operates strictly as an online technology platform and digital marketplace that connects qualified prospective borrowers with third-party institutional lenders and financial institutions.

B. No Direct Lending: SERVEBANK does not fund, underwrite, evaluate, approve, issue, or service loans directly. All credit decisions, underwriting determinations, loan approvals, and loan documentation are handled entirely and exclusively by the participating third-party lenders on the marketplace.

Part 3: Permitted & Prohibited Activities

3.1 Permitted Activities

The IMP may:

A. Direct prospective borrowers to the SERVEBANK online marketplace platform.

B. Share factual, general information regarding SERVEBANK's digital platform connection services.

C. Distribute approved promotional marketing materials and unique digital tracking links supplied directly by SERVEBANK.

3.2 Prohibited Activities

The IMP SHALL NOT:

A. Act as a loan officer, mortgage broker, credit broker, financial advisor, or as an officer, agent, or staff member of SERVEBANK.

B. Collect, handle, possess, or transmit sensitive borrower financial documents or personally identifiable information (e.g., tax returns, bank statements, social security numbers, pay stubs, credit reports).

C. Make any representations, warranties, covenants, or guarantees regarding loan approvals, interest rates, loan terms, closing timelines, or funding speeds.

D. Use SERVEBANK’s brand name, logos, service marks, or trademarks in any misleading, deceptive, unauthorized, or infringing manner.

Part 4: Disclaimers and Limitation of Liability

4.1 Disclaimer of Warranties

THE SERVEBANK PLATFORM, MARKETPLACE, WEBSITE, PORTAL, AND ASSOCIATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SERVEBANK EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERVEBANK MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING:

A. The successful securing, qualification, approval, underwriting, processing, or funding of any loan, credit facility, or financial product for any prospective borrower or third party.

B. Any modifications, updates, suspensions, or discontinuation of loan services offered on its marketplace, website, or any unilateral changes implemented in the underwriting criteria, policies, interest rates, fees, or loan terms of any participating third-party lenders.

C. The successful acquisition or securing of any prospective borrowers by the IMP, or any specific volume of referral conversions, lead generation, website traffic, or economic return; or

D. The continuous, uninterrupted, secure, error-free, or virus-free operation of, or accessibility to, the SERVEBANK marketplace, website, or associated services, which may be subject to periodic downtime, scheduled maintenance, system updates, or unforeseen technical failures beyond SERVEBANK's reasonable control.

4.2 Limitation of Liability

To the maximum extent permitted by applicable law, SERVEBANK, its officers, directors, shareholders, employees, agents, representatives, successors, and affiliates shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages—including, but not limited to, damages for loss of income, prospective profits, anticipated revenue, data, goodwill, use, or business opportunities, whether incurred by viewers, users, prospective borrowers, participating lenders, or the IMP—arising out of or in any way connected with the use of, inability to use, or performance of SERVEBANK services, marketplace, or platform, regardless of the legal theory asserted (whether in contract, tort, strict liability, or otherwise) and even if SERVEBANK has been advised of the possibility of such damages.

Part 5: Governing Law and Dispute Resolution

5.1 Governing Law

This Agreement, and any dispute, controversy, or claim arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to its conflict of law principles.

5.2 Mandatory Binding Arbitration

A. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, performance, breach, termination, or validity, shall be settled exclusively by final and binding arbitration.

B. Forum: The arbitration shall be administered in the State of Delaware (or conducted virtually by mutual agreement) and administered through a recognized Delaware arbitration provider in accordance with its commercial arbitration rules.

C. The parties expressly agree that any dispute, controversy, or claim arising out of or relating to this Agreement, the SERVEBANK platform, website, or services, or the IMP's relationship with SERVEBANK, shall be resolved solely on an individual basis. The IMP expressly, unconditionally, and irrevocably waives any right, power, or authority to initiate, file, join, prosecute, or maintain any class action, collective action, consolidated action, private attorney general action, or any other representative lawsuit, legal proceeding, or arbitration against SERVEBANK, whether in arbitration or in any court of competent jurisdiction. This waiver is a material and essential term of this Agreement and shall survive the expiration or termination of this Agreement.

D. Enforceability: The arbitrator's award shall be final, binding upon the parties, and enforceable. Judgment on the award rendered by the arbitrator may be entered and executed in any court having competent jurisdiction.