TERMS AND CONDITIONS

Wise Capital Solutions, LLC
Effective Date: 5/1/2024
Jurisdiction: Pinellas County, Florida

1. Scope of Services

Wise Capital Solutions, LLC (“WCS”) provides Transactional Funding Concierge Services for real estate investors and wholesalers. Services include:

• Earnest Money Deposit (EMD) Funding

• Double Closing (Transactional) Funding

• Stack / Morby Method Funding

WCS is not a bank or licensed mortgage lender. All funding is provided pursuant to a separate written contractual agreement (including but not limited to joint venture agreements or service contracts), and compensation is derived from fees agreed upon prior to funding.

WCS does not provide financial, legal, tax, underwriting, brokerage, or investment advisory services.

All funding decisions are made at WCS’s sole and absolute discretion.

2. Service Categories and Fee Structures

All fees are negotiated at arm’s length between sophisticated commercial parties and are deemed commercially reasonable.

All upfront fees are earned upon receipt and are non-refundable unless otherwise expressly stated in writing.

A. EMD Funding

Upfront Fee: 5% of the EMD amount, paid prior vis Stripe.

This fee is non-refundable under all circumstances, including but not limited to:

• Deal cancellation

• Title or escrow issues

• Contract default or disputes

• Buyer, seller, or assignor actions

• Failure of closing

• Regulatory or lender issues

Success Fee: 15% of the EMD amount, payable only if the contract is assigned and the buyer receives their assignment fee or funding.

This may be deducted from escrow disbursement or paid separately upon closing.

If the transaction fails to close, the upfront fee remains fully earned.

B. Double Close Funding

WCS funds the A–B transaction to allow the B–C resale to occur.

Minimum Fee: $1,500

1.5% for deals up to $1M
2.5% for deals up to $5M
3% to 5% for deals above $5M

Repeat business: Quote provided per transaction.

All funding remains subject to underwriting discretion.

C. Stack Method Funding

Approximately 2.75% to 5% for in-and-out same-day closing.

Fee structure depends on deal size, complexity, capital risk, and duration and is disclosed in each funding agreement.

Repeat business: Quote provided per transaction.

3. Fee Characterization and Non-Interest Structure

Client acknowledges and agrees that:

• All compensation paid to WCS constitutes service-based fees.

• Fees are not interest.

• Fees are not calculated as annualized yield.

• Fees are not tied to the time value of money.

• WCS does not originate consumer loans.

• All transactions are commercial in nature for business or investment purposes only.

Client represents that the transaction is for business purposes and not for personal, family, or household use.

4. Client Obligations

Clients must:

• Disclose all material facts about the transaction.

• Provide contact information for escrow/title agents.

• Immediately notify WCS of changes to deal structure, funding needs, or parties involved.

• Not bypass, avoid, or circumvent WCS during any part of the transaction.

• Include WCS in all communication with the title company.

• Introduce WCS to the title company.

• Personally guarantee the EMD principal amount if the EMD cannot be returned.

• Pay any option fee required under the contract prior to WCS wiring EMD funds.

Failure to comply constitutes material breach.

5. No Guarantee of Funding or Deal Completion

WCS does not guarantee:

• Funding approval

• Successful assignment

• Resale

• Refinance

• Closing

• Profitability

If a deal fails to close, no refund will be issued for any upfront fees.

6. No Reliance

Client acknowledges that it is not relying upon:

• Marketing materials

• Oral statements

• Projections

• Case studies

• Calculator outputs

• Community discussions

Only the terms contained in a signed written funding agreement govern the transaction.

7. Legal Relationship

This is not a loan, and no interest is charged.

WCS provides temporary capital allocation services, compensated via fixed or performance-based service fees.

The Parties are independent contractors.

Nothing herein creates:

• A fiduciary relationship

• A partnership

• A joint venture

• An agency relationship

• A brokerage relationship

Unless explicitly set forth in a separately executed written agreement.

8. Limitation of Liability

To the fullest extent permitted by law, WCS shall not be liable for:

• Lost profits

• Lost opportunity

• Consequential damages

• Special damages

• Indirect damages

• Punitive damages

In no event shall WCS’s total liability exceed the total fees paid to WCS for the specific transaction giving rise to the claim.

9. Indemnification

Client agrees to indemnify and hold harmless WCS from any claims, damages, liabilities, losses, costs, or expenses (including attorney fees) arising from:

• Client’s breach

• Transaction disputes

• Seller or buyer litigation

• Title disputes

• Client misrepresentation

• Regulatory inquiry resulting from Client conduct

• Client’s negligence or misconduct

10. Chargebacks and Disputes

Clients agree not to initiate chargebacks or payment disputes for any fees paid.

Any such action constitutes material breach and Client agrees to reimburse:

• Collection costs

• Legal fees

• Administrative costs

11. Wire Fraud Disclaimer

WCS is not responsible for:

• Wire fraud

• Altered wiring instructions

• Escrow misdirection

• Banking interruptions

Client must independently verify all wiring instructions.

12. Force Majeure

WCS shall not be liable for delays or failures due to events beyond its control, including:

• Title delays

• Banking disruptions

• Government action

• Regulatory issues

• Acts of God

13. Dispute Resolution

Any dispute shall be resolved exclusively through binding arbitration in Pinellas County, Florida, under the rules of the American Arbitration Association.

The Parties waive:

• Jury trial

• Class actions

The prevailing party shall be entitled to reasonable attorney fees and costs.

14. Governing Law

All agreements are governed by the laws of the State of Florida.

15. Survival

Sections relating to:

• Fees

• Limitation of Liability

• Indemnification

• Arbitration

• Non-Circumvention

• No Reliance

Survive termination.

16. Acceptance of Terms

By making payment or signing a transaction agreement with Wise Capital Solutions, Client acknowledges that they have read, understood, and agreed to these Terms and Conditions.