Terms of Service

1.1 Identity. First Nation Fidelity, LLC (“FNF,” “Company,” “we,” “us,” or “our”) is a limited liability company organized under the laws of the State of Delaware. FNF operates as a real estate lending intermediary, investment lending facilitator, transaction coordinator, and property solutions provider serving clients throughout the United States on a nationwide basis.

1.2 Services Offered. FNF offers, without limitation: (a) investment lending facilitation including Fix-and-Flip, DSCR, bridge, and ground-up construction financing; (b) transactional funding up to $1,500,000; (c) transaction coordination; (d) property acquisition and sales consultation; and (e) related financial consulting and deal structuring. Service availability, eligibility, pricing, and required disclosures vary by transaction and jurisdiction.

1.3 No Legal or Tax Advice. Nothing in these Terms, nor any FNF communication, constitutes legal, tax, securities, or investment advice. Clients are strongly encouraged to consult independent counsel before executing any agreement with FNF.

1.4 Relationship. FNF acts as an independent intermediary and facilitator. FNF is not a licensed mortgage lender, mortgage broker, securities dealer, or investment advisor in any jurisdiction unless specifically disclosed in writing for a particular transaction.

2.1 Capacity. By engaging FNF’s services, Client represents and warrants that Client is at least eighteen (18) years of age, possesses full legal capacity to enter into binding agreements, is duly authorized to bind any entity on whose behalf Client acts, and that all information provided to FNF is true, complete, and accurate in all material respects.

2.2 Lawful Funds. Client represents and warrants that all funds used in connection with any FNF transaction are derived from lawful sources and are not subject to any OFAC sanctions, anti-money laundering restrictions, or KYC disqualification under applicable federal or state law.

2.3 Identity Verification. FNF may, at its sole discretion, conduct identity verification, background screening, and compliance checks on any Client or principal. Client hereby authorizes and agrees to fully cooperate with any such verification processes.

2.4 Transactional Communications. By providing contact information or submitting a request, Client authorizes FNF to respond about that request and, during an engagement, to send service-related communications such as document requests, status updates, appointment reminders, fee notices, invoices, and compliance notifications through the contact channels Client provides, as permitted by applicable law. Standard message and data rates may apply. Where applicable law requires separate consent for electronic delivery of a legally required disclosure, FNF will request that consent separately.

2.5 Marketing Communications. Transactional authorization is not consent to recurring marketing text messages. FNF sends recurring marketing SMS only after a separate, legally sufficient opt-in. Marketing consent is optional and is not a condition of receiving a quote, applying, or purchasing a service. Client may revoke marketing SMS consent by replying STOP and may unsubscribe from promotional email using the unsubscribe mechanism provided. Revocation does not affect prior lawful communications or prevent FNF from sending non-marketing messages that are necessary to respond to a request, administer an existing engagement, or comply with law.

3.1 Imposition. A non-refundable First Works Fee of Four Hundred Ninety-Nine Dollars ($499.00) is due and payable upon execution of the Term Sheet. This fee compensates FNF for staff allocation, file processing, lender relationship management, underwriting coordination, and deal facilitation services rendered on Client’s behalf.

3.2 Credit at Closing. The First Works Fee shall be credited in full toward Client’s total invoice at closing, thereby reducing Client’s net obligation by $499.00.

3.3 Deferred Payment. In certain circumstances, FNF may permit deferral of the First Works Fee upon written acknowledgment by FNF. Any deferred First Works Fee shall constitute a binding debt obligation of Client, accruing from the date of Term Sheet execution.

3.4 Non-Refundability. The First Works Fee is NON-REFUNDABLE once material processing has commenced, including but not limited to lender outreach, document collection, underwriting preparation, or title coordination. Client expressly waives any right to a refund of the First Works Fee upon withdrawal, failure to close, or abandonment of the transaction.

3.5 Acknowledgment. Client acknowledges that the First Works Fee represents reasonable compensation for services rendered and is not a penalty. Execution of the Term Sheet constitutes unconditional authorization for FNF to charge and retain this fee.

3.6 Separate Services and Offers. The First Works Fee is separate from any independently quoted transaction-coordination service, third-party charge, or promotional offer. A service-specific guarantee or refund promise applies only to the service and conditions identified in the written offer or Client Service Agreement and does not alter this Section unless that writing expressly says it modifies the First Works Fee.

4.1 Purpose & Rationale. FNF commits significant operational, financial, and human capital to each Client engagement. Extended delays beyond the standard service period impose material costs on FNF, including but not limited to rate lock maintenance, staff time allocation, compliance overhead, and opportunity costs. The Extended Processing Fee constitutes reasonable liquidated damages — not a penalty — reflecting a good-faith estimate of such costs.

4.2 Standard Service Period. The standard service period is thirty (30) calendar days from the date of Term Sheet execution (the “Baseline Date”). During this period, FNF commits to exercising commercially reasonable diligence in processing Client’s transaction.

4.3 Fee Schedule. The Extended Processing Fee accrues as follows:

4.4 Day 30 Written Notice. FNF shall issue a written Day 30 Notice via email no later than Day 28 of the service period. Such notice shall identify the Baseline Date, the approaching fee trigger date, any outstanding Client obligations, and a forty-eight (48) hour cure period. This notice is provided as a courtesy and does not constitute a waiver of FNF’s right to impose Extended Processing Fees.

4.5 Accrual & Payment. Extended Processing Fees constitute binding obligations and shall be added to Client’s closing invoice. If the transaction does not close, FNF may invoice Client separately, with payment due within fifteen (15) calendar days of invoice date.

4.6 Attribution of Delay. A delay shall be deemed “Client-caused” when attributable to any of the following: (a) failure to deliver required documents within specified deadlines; (b) failure to respond to FNF communications within two (2) business days; (c) Client-initiated changes to deal terms, property, or loan structure; (d) failure to satisfy lender conditions within the time frame specified; (e) unilateral pause, restructure, or hold request by Client; (f) third-party delays caused by Client-selected vendors or service providers; or (g) any other act or omission within Client’s reasonable control.

4.7 Fee Accrual Pause. FNF may, at its sole discretion, pause fee accrual during a verified force majeure event. A written Force Majeure Notice from FNF is required to activate any pause. Fee accrual resumes upon written Restart Notice from FNF. Only FNF may activate a fee pause; pauses are not retroactive.

4.8 Deal Abandonment. A transaction shall be deemed abandoned upon the occurrence of any of the following: (a) Client provides written termination notice; (b) Client fails to respond to three (3) consecutive FNF communications over a period of fifteen (15) or more calendar days; or (c) Client engages a competing service provider for the same transaction without prior written notice to FNF. Upon Abandonment: all accrued fees become immediately due and payable, the First Works Fee remains non-refundable, and FNF reserves all rights to pursue collection, lien enforcement, and legal remedies.

4.9 Exclusions. Extended Processing Fees shall NOT accrue for delays caused by: (a) third-party title company failure where such title company was not recommended by FNF; (b) lender backlogs unrelated to Client’s file or conduct; (c) force majeure events including natural disasters, national emergencies, or court orders; or (d) FNF’s own acts or omissions.

5.1 General Obligation. Client shall act in good faith, with urgency, and with the genuine intent to close the transaction in a timely manner. Time is of the essence with respect to all Client obligations under these Terms.

5.2 Document Delivery Deadlines. Client shall deliver the following documents within the specified time frames:

5.3 Accuracy. All documents and information submitted to FNF must be true, accurate, and complete in all material respects. The submission of false, misleading, or fraudulent information constitutes a material breach of these Terms and shall result in immediate termination of services, forfeiture of all fees paid, regulatory referral where appropriate, and potential civil and criminal liability.

5.4 Responsiveness. Client shall respond to all FNF communications within two (2) business days. Three (3) or more consecutive non-responses shall trigger the Abandonment provisions set forth in Section 4.8.

5.5 Non-Circumvention. For a period of twenty-four (24) months following the last date of service, Client shall not circumvent, bypass, or otherwise interfere with FNF’s relationships with lenders, title companies, or transaction counterparties introduced or facilitated by FNF. Any violation of this provision shall entitle FNF to seek injunctive relief, actual damages, and reasonable attorney’s fees and costs.

5.6 Cooperation with Compliance. Client shall fully cooperate with all Know Your Customer (KYC), Anti-Money Laundering (AML), and lender compliance requirements. Failure to cooperate shall constitute a Client-caused delay and may result in termination of services without refund.

6.1 Applicability. Where Client is an entity (including but not limited to a limited liability company, corporation, partnership, or trust), FNF may require one or more individual principals of such entity to personally guarantee all fees and obligations arising under these Terms.

6.2 Scope. The Guarantor shall personally, jointly and severally guarantee payment of all amounts owed to FNF, including but not limited to: the First Works Fee, all Extended Processing Fees, late interest, and all attorney’s fees and collection costs. This guarantee is absolute, unconditional, and continuing.

6.3 Independent Obligation. FNF may pursue the Guarantor directly without first exhausting remedies against the Entity Client. Guarantor hereby waives all rights of subrogation, contribution, and indemnification against the Entity Client or any co-guarantor.

6.4 Execution. A separate Personal Guarantee Agreement shall be required as a condition precedent to the commencement of services. Failure to provide the required Personal Guarantee shall entitle FNF to refuse or terminate services.

7.1 Separate Written Grant Required. These website Terms do not, by themselves, create or perfect a lien or security interest in real or personal property. Where a transaction calls for collateral, Client may be required to execute a separate security agreement, mortgage, deed of trust, memorandum, UCC authorization, or other instrument that specifically identifies the collateral and remedies.

7.2 Scope. Any security interest exists only to the extent granted in a separately executed instrument and permitted by applicable law. That instrument will identify the obligations secured, which may include the First Works Fee, Extended Processing Fees, unpaid invoices, lawful interest, and enforceable collection costs.

7.3 Recordation. FNF may record or file a properly authorized instrument only when the governing transaction documents and applicable law permit it. Nothing in these Terms waives a Client’s non-waivable right to notice, contest an improper filing, or pursue a remedy provided by law.

7.4 Priority. Priority, attachment, perfection, and enforcement of any security interest are determined by the separately executed instrument and applicable law. Client must accurately disclose existing liens and encumbrances when requested for the transaction.

7.5 Release. FNF shall issue a written release of lien within five (5) business days of receipt of full payment of all amounts owed. Any recording fees associated with the release shall be borne by Client.

7.6 Enforcement. Following a default as defined in the applicable transaction documents, FNF may exercise remedies expressly provided by a valid security instrument and applicable law, subject to all required notices, cure rights, filing requirements, and procedural protections.

8.1 Separate Instrument Required. THESE WEBSITE TERMS DO NOT, BY THEMSELVES, AUTHORIZE A CONFESSION OF JUDGMENT. FNF may request a cognovit or confession-of-judgment provision only in a separately executed commercial instrument, only where applicable law permits it, and only in the form required by that law.

8.2 Jurisdiction and Severability. The availability and enforceability of any cognovit remedy vary materially by jurisdiction, transaction type, residency, and the circumstances of execution. No list of states on this website is a representation that the remedy is available for a particular transaction. If a separately executed provision is invalid or unenforceable, that provision will be severed to the extent permitted without expanding any other remedy.

8.3 Notice. A confession-of-judgment provision may permit entry of judgment without the ordinary notice and hearing process. CLIENT SHOULD CONSULT INDEPENDENT LEGAL COUNSEL BEFORE SIGNING ANY SEPARATE INSTRUMENT CONTAINING SUCH A PROVISION.

9.1 Due Date. All fees are due and payable at closing unless an alternative payment arrangement has been confirmed in writing by FNF.

9.2 Late Interest. Any amount not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or the maximum rate permitted by applicable law, whichever is less.

9.3 Attorney’s Fees. In any action or proceeding to enforce these Terms, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs from the non-prevailing party.

9.4 Statute of Limitations Waiver. To the fullest extent permitted by applicable law, Client waives any statute of limitations defense with respect to FNF’s claims for fees owed under these Terms.

9.5 Setoff. FNF may, without notice, offset any fees owed by Client against any amounts that FNF may owe to Client under any separate agreement or arrangement.

9.6 Collections. FNF reserves all remedies available at law and in equity for the collection of unpaid fees, including but not limited to litigation, engagement of collections agencies, lien enforcement, and binding arbitration.

9.7 Billing Questions and Chargebacks. Client should promptly notify FNF in writing of a suspected billing error and provide enough information to investigate it. Initiating a payment dispute or chargeback does not, by itself, determine the validity of an underlying contractual obligation. Nothing in this Section limits non-waivable rights under applicable payment-network rules or law.

10.1 RESPA Notice. For federally related mortgage loans, FNF provides all required disclosures in accordance with the Real Estate Settlement Procedures Act (RESPA) and Regulation X (12 C.F.R. Part 1024).

10.2 State Licensing Disclosure. FNF operates as an intermediary and facilitator. FNF is not a licensed mortgage lender or mortgage broker in all jurisdictions. FNF discloses its licensing status in each jurisdiction where such disclosure is required by law.

10.3 State-Specific Notices. Availability and the capacity in which FNF or a third-party provider may act vary by property location, Client location, transaction purpose, and product. Any license, registration, broker, lender, referral, fee, or consumer notice required for a particular engagement will be provided in the applicable transaction documents. Website availability is not a representation that every service is available or permitted in every jurisdiction.

10.4 Anti-Predatory Lending Compliance. FNF does not engage in predatory lending practices. All fees are disclosed in advance, presented in plain language, and assessed in good faith.

11.1 No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FNF SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OPPORTUNITIES, ECONOMIC LOSS, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF FNF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability. FNF’s total aggregate liability under these Terms shall not exceed the total fees actually paid by Client to FNF during the twelve (12) month period immediately preceding the event giving rise to the claim.

11.3 Third-Party Services. FNF is not responsible for the acts, omissions, errors, or failures of third-party service providers, including but not limited to lenders, title companies, escrow agents, appraisers, inspectors, or government agencies.

Client agrees to defend, indemnify, and hold harmless FNF and its members, managers, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to: (a) any breach by Client of these Terms; (b) any false, misleading, or fraudulent information provided by Client; (c) Client’s failure to comply with applicable laws and regulations; (d) any third-party claims arising from Client’s conduct or transactions; and (e) any claims arising from Client’s use of documents, contacts, introductions, or deal structures provided or facilitated by FNF.

13.1 Informal Resolution. Prior to initiating any formal dispute resolution proceeding, the parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms within thirty (30) calendar days of written notice from either party to the other.

13.2 Binding Arbitration. To the extent permitted by applicable law, any dispute not resolved through informal resolution shall be submitted to final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, or under any consumer rules that non-waivably apply. The arbitration shall be conducted by a single arbitrator. Unless applicable law or the governing AAA rules require another location or permit remote proceedings, the legal seat shall be Wilmington, Delaware. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Nothing in this Section prevents either party from bringing an eligible individual claim in small-claims court or filing a complaint with a government regulator.

13.3 Governing Law & Venue. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware for any proceedings not subject to arbitration.

14.1 Entire Agreement and Order of Precedence. These Terms, together with the applicable Term Sheet, Personal Guarantee Agreement (if any), Client Service Agreement, and separately executed security or transaction documents, constitute the agreement for that engagement. If a signed transaction document expressly conflicts with these Terms, the signed transaction document controls for that conflict. Marketing copy, summaries, examples, and general website statements do not modify a signed agreement unless expressly incorporated into it.

14.2 Amendment. FNF may amend these website Terms prospectively by posting an updated version. The version accepted with an existing engagement continues to govern that engagement unless the parties sign an amendment or applicable law requires a change. Continued general website use may be governed by the then-current website-use provisions but does not retroactively alter transaction-specific fees or obligations.

14.3 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions shall continue in full force and effect.

14.4 Waiver. The failure of FNF to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of FNF.

14.5 No Agency or Partnership. Nothing in these Terms shall be construed to create a joint venture, partnership, employment, or agency relationship between FNF and Client.

14.6 Notices. All notices required or permitted under these Terms shall be sent via email to the contact address on file and/or via certified mail to FNF’s Delaware registered agent. Notices shall be effective upon confirmed delivery.

14.7 Electronic Signatures. The parties agree that electronic signatures are valid and enforceable in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).

14.8 Counterparts. Any agreement executed in connection with these Terms may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

14.9 Deal Identification. Each transaction shall be assigned a unique Deal ID or File Number upon Term Sheet execution. All correspondence, invoices, and notices shall reference the applicable Deal ID.

14.10 Survival. Provisions that by their nature should survive termination — including accrued payment obligations, confidentiality and data rights, valid guarantee or security obligations, intellectual-property provisions, limitations of liability, indemnification, and dispute-resolution provisions — survive to the extent stated in the applicable transaction documents and permitted by law.

15.1 Permitted Use. Client may use FNF websites, forms, and portals only for lawful business purposes and to evaluate, request, or administer FNF services.

15.2 Prohibited Conduct. Client shall not attempt unauthorized access; interfere with security or availability; introduce malicious code; scrape or copy protected content through automated means contrary to posted instructions; impersonate another person; submit information without authority; or use an FNF system for fraud, unlawful activity, or infringement.

15.3 Account Security. A user receiving portal credentials is responsible for maintaining their confidentiality, using reasonable security safeguards, and promptly reporting suspected unauthorized access. FNF may suspend access reasonably believed to be compromised or misused.

16.1 FNF Materials. FNF and its licensors retain ownership of the website, branding, software, templates, graphics, written materials, and other protected content, excluding Client materials and third-party content. No ownership transfers through website access.

16.2 Client Materials. Client retains ownership of information and documents Client lawfully submits. Client grants FNF and its service providers a limited right to host, reproduce, transmit, review, and use those materials as reasonably necessary to respond to requests, evaluate or provide services, comply with law, prevent fraud, and enforce agreements, subject to the Privacy Policy and applicable transaction documents.

16.3 Submission Authority. Client represents that Client has the right to provide submitted materials and that FNF’s authorized use of them will not violate another person’s rights or applicable law.

17.1 Website Availability. FNF may maintain, modify, suspend, or discontinue website functionality. FNF does not warrant uninterrupted or error-free access, but this does not limit obligations expressly undertaken in a signed transaction document.

17.2 Third-Party Services. Links, integrations, lenders, title companies, payment processors, and other third-party services are governed by their own terms and privacy practices. FNF is not responsible for an independent third party’s systems or conduct except to the extent responsibility cannot lawfully be excluded or is expressly assumed in a signed agreement.

17.3 Force Majeure. Neither party is liable for delay caused by events beyond its reasonable control, such as natural disasters, war, civil disorder, government action, widespread utility or communications failure, labor disruption, epidemic, or comparable event, except that this provision does not excuse payment obligations already accrued or duties that applicable law does not permit the parties to waive.