These Broker Terms (the "Terms") are between Corlan, Inc. ("Corlan") and the mortgage broker, financial intermediary or advisor who accepts them ("Broker"). Broker accepts them by ticking the acceptance box when registering for the Corlan Portal or when submitting a financing opportunity to Corlan. Corlan records the version accepted, the date and time, and the name and email of the person accepting.
1. What These Terms Cover
These Terms apply to every financing opportunity Broker submits to Corlan, through corlan.io, the Corlan Portal or by email (each, a "Submission"). A Submission identifies a borrower or sponsor (the "Sponsor") and a property or project (the "Property"). These Terms set the ground rules between Corlan and Broker. They do not create any obligation to the Sponsor or to any lender.
2. Broker's Claim on a Submission
(a) Each Submission is time-stamped when Corlan receives it. For 12 months from that time (the "Claim Period"), Corlan will treat Broker as the introducing broker for any financing of that Property for that Sponsor. (b) If anyone else submits the same Sponsor and Property during the Claim Period, Corlan will tell Broker and will not proceed with that other party without first settling Broker's position with Broker. (c) The Claim Period ends early if Corlan declines the Submission under Section 4, or if Broker withdraws it in writing.
3. Broker Keeps the Relationship
The Sponsor remains Broker's client. During the Claim Period, Corlan will not solicit the Sponsor for any other financing or business without Broker's written consent. Corlan may communicate with the Sponsor as needed to evaluate and work the Submission, and will keep Broker informed through the Corlan Portal.
4. Review and Decision
Corlan reviews each Submission and may accept or decline it at its sole discretion. If Corlan declines, it will tell Broker, the Claim Period ends, and Broker is free to place the financing elsewhere. Neither party owes the other anything for a declined Submission.
5. Compensation Is Agreed Deal by Deal
(a) These Terms do not entitle Broker to any fee, split or other compensation. (b) If Corlan accepts a Submission, Corlan and Broker will agree Broker's compensation for that financing in a separate written co-brokerage agreement. That agreement will be signed before Corlan sends the Sponsor a letter of intent or contacts any lender about the Submission. (c) Unless the co-brokerage agreement says otherwise, Broker's compensation is paid only out of fees Corlan actually receives when the financing closes.
6. Non-Circumvention
During the Claim Period: (a) once Corlan has accepted a Submission, Corlan will not close a financing of the Property for the Sponsor without Broker's compensation having been agreed under Section 5; and (b) Broker will not, directly or through anyone else, close a financing of the Property with any lender or capital provider that Corlan contacted about, or introduced for, the Submission, other than through Corlan.
7. Confidentiality
Each party will keep the other's non-public information confidential, including lender identities, quotes and terms, and Sponsor information, and will use it only for the Submission. Corlan does not disclose lender identities to the Sponsor or to Broker before the Sponsor signs Corlan's engagement letter.
8. Broker's Statements
Broker confirms that: (a) Broker is authorized by the Sponsor to share the Submission with Corlan; (b) the information Broker provides is accurate to the best of Broker's knowledge; (c) Broker complies with the laws and any licensing requirements that apply to Broker's business; and (d) Broker will not make any statement or promise on Corlan's behalf.
9. Independent Parties
Corlan and Broker are independent. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship, and neither party may bind the other.
10. Changes to These Terms
Corlan may update these Terms. An update applies only to Submissions made after Broker accepts the updated version. The version Broker accepted with a Submission governs that Submission.
11. Governing Law
These Terms are governed by the laws of the State of California. Any dispute will be heard in the state courts of San Francisco County, California. In any action to enforce these Terms, the prevailing party is entitled to its reasonable attorneys' fees and costs.
Corlan, Inc. · One Sansome Street, Suite 1400, San Francisco, CA 94104 · dealroom@corlan.io