Terms-of-Service Agreement

• “Authorized User” means Customer and Customer’s employees, loan officers, loan partners, processors, consultants, contractors, and agents who are authorized by Customer to access and use the Services.
• “Customer Data” means, other than Aggregated Statistics, information, data, and other content submitted, posted, or transmitted by or on behalf of Customer or any Authorized User through the Services, including Loan Seeker records.
• “Documentation” means Provider’s user manuals, handbooks, scripts, and guides relating to the Services.
• “Loan Seeker” means a consumer inquiry, contact, or prospective borrower generated, reactivated, or delivered through the Services.
• “Provider IP” means the Services, the Documentation, and all intellectual property provided in connection with them, including Aggregated Statistics, but not Customer Data.
• “Services” means the mortgage growth system, campaigns, automations, CRM buildout, and training provided by Provider and described on our Platform page.
• “Third-Party Products” means products, content, services, or materials owned by third parties (including Meta, Google, CRM, telephony, and email providers) that are incorporated into or accessible through the Services.

This is to give you notice of business relationships among providers. CHBZDM1 LLC (which operates the Services as Conversion Spark) and its CRM, telephony, and marketing vendors may refer to you the services of another. Because of these relationships, any referral may provide the referred company, its direct or indirect parent, and their respective employees with a financial or other benefit. Conversion Spark is a marketing and technology company. Conversion Spark is not a mortgage lender, mortgage broker, or licensed loan originator, does not originate, broker, fund, or service loans, and does not receive compensation contingent on the closing of any loan.

1. Provision of Access. Subject to your payment of Fees and compliance with this Agreement, Provider grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations. All deliverables of the Services are created and delivered on signup and can be accessed by logging into your CRM account.
2. Documentation License. Provider grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes.
3. Use Restrictions. You shall not (i) copy, modify, or create derivative works of the Services or Documentation; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, or transfer them; (iii) reverse engineer, decompile, or decode any software component; (iv) remove proprietary notices; or (v) use the Services in any manner that infringes any right of any person or violates any applicable law, rule, or regulation.
4. Aggregated Statistics. Provider may monitor use of the Services and compile anonymized, aggregated data and performance information (“Aggregated Statistics”). All right, title, and interest in Aggregated Statistics belongs solely to Provider, provided they do not identify Customer or Customer's Confidential Information.
5. Reservation of Rights. Provider reserves all rights not expressly granted. Nothing in this Agreement grants any intellectual property rights by implication, waiver, or estoppel.
6. Suspension. Provider may temporarily suspend access if there is a threat or attack on Provider IP, your use poses a security risk, the Services are used for fraudulent or illegal activity, you become insolvent, provision is prohibited by law, a vendor suspends Provider's access, or Fees are unpaid. Provider will have no liability for any losses resulting from a Service Suspension.

1. Terms of Use. The Services shall not be used for unlawful, fraudulent, offensive, or obscene activity, as further described in Provider’s Terms of Use, which is incorporated by reference.
2. Licensing and Compliance. You represent and warrant that you and your Authorized Users hold all required NMLS and state licenses to originate or broker mortgage loans in every market you advertise in, and that you will comply with all applicable mortgage advertising and consumer protection laws, including TILA/Regulation Z, RESPA, ECOA/Regulation B, the MAP Rule, the Telephone Consumer Protection Act (TCPA), CAN-SPAM, state Do-Not-Call rules, UDAAP, and all fair lending requirements. You are solely responsible for including your NMLS ID, Equal Housing Opportunity notices, and any required disclosures, disclaimers, APR triggers, and state-specific language in your advertising. You are the sole “sender” and “caller” for all outbound communications made through the Services and are solely responsible for obtaining prior express written consent where required.
3. Account Use. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, including all acts and omissions of Authorized Users.
4. Ad Campaigns. Ad campaigns are built out on request or after you complete your onboarding call. Provider is not required to provide ad campaigns until onboarding is complete. If you are unable to advertise on Meta or Google, Provider will use commercially reasonable efforts to help restore your advertising privileges, but if unsuccessful, Provider is not required to provide campaigns for that platform and you remain responsible for the full price of the Services.
5. Customer Data. You grant Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Customer Data as necessary to provide the Services, and a perpetual, irrevocable, royalty-free license to use Customer Data incorporated within Aggregated Statistics. You are solely responsible for the content, accuracy, and lawful use of Customer Data, including any nonpublic personal information of consumers.
6. Passwords and Access Credentials. You are responsible for keeping your credentials confidential, will not sell or transfer them, and will promptly notify us of any unauthorized access.
7. Third-Party Products. Third-Party Products are subject to their own terms and conditions. If you do not agree to those terms, do not access or use those Third-Party Products.

Customer shall pay Provider the fees described at checkout (“Fees”) according to the payment plan selected, in US dollars, on or before each due date. You authorize Provider to charge the credit or debit card you provide. You represent and warrant that (a) the card information you supply is true, correct, and complete; (b) you are authorized to use that card; (c) charges will be honored by your card issuer; and (d) you will pay all charges at the posted prices, including applicable taxes.

If Customer fails to make any payment when due: (i) Provider may charge interest on the past due amount at 1.5% per month, or the highest rate permitted by law, whichever is lower; (ii) Customer shall reimburse Provider for reasonable collection costs, including attorneys’ fees and collection agency fees; and (iii) if the failure continues 30 days or more, Provider may suspend access until amounts are paid in full. All Fees are exclusive of taxes, which are Customer’s responsibility.

Support Services: Phone, SMS, email, and check-in Zoom support are included free for 30 days after signup. After 30 days, Customer agrees to automatic payments for continued support services at the then-current monthly rate disclosed at checkout. Support services are automatically enrolled and renewed. To cancel support, contact team@conversionspark.io. Cancelling support does not affect access to the system, but see Section 9 for how it affects the Limited Refund.

Deposits: All deposits for the system are non-refundable and acknowledged as a contractual first payment for the system.

1. Advertising Fees. By purchasing the Services, you acknowledge that you are required to pay a monthly amount (“Ad Budget”) directly to Meta and/or Google to meet the limited refund requirements in Section 9. These payments have no affiliation with Provider, and Provider receives no kickback or compensation from them. Provider is not responsible for any charges, over-spending, ad account bans, or disputes with those platforms.
2. Domain Fees. You are responsible for all fees relating to any domains used in connection with the Services. If you use one of Provider's white-label domains, you agree to a $5 per year domain usage fee charged to your payment method. You may cancel at any time, but you will lose access to the white-label domain.
3. Calling, Phone Number, and Email Fees. You are responsible for all messaging, telephony, and email fees required to use the Services, including CRM subscription fees and per-message/per-minute usage charges billed directly by the CRM or its telephony providers. You may be charged in increments for email, voice, and SMS credits. You may cancel these charges at any time, but you will lose access to messaging, which is necessary to meet the limited refund requirements in Section 9. You acknowledge that Provider may receive a financial benefit if you purchase CRM services through Provider.

You acknowledge that your payment is directly for system buildout and must be paid in full whether you use the Services or not. Buildout starts immediately after signup and cannot be stopped once started. If you are restricted from advertising on Meta or Google, you cannot cancel, pause, or receive a discount on your Fees. Accordingly, all sales are final unless the limited refund requirements in Section 9 are met in full. If you pay using an installment plan, you must not cancel or stop the plan mid-term.

You shall not chargeback any amounts charged to your credit or debit card. If you chargeback a charge for a payment initiated by you, Provider may recover the amount of the chargeback plus $50 by any means considered necessary, including recharging your card or referring the amount to a collection agency.

Both parties agree to refrain from publishing or making slanderous, disparaging, degrading, offensive, or negative statements regarding either party or their respective principals, employees, affiliates, or business practices, orally or in writing, in any online or offline forum, including social media posts, messages, text messages, or calls to existing or potential clients. Both parties further agree to refrain from publishing information regarding their business relationship in any forum. Doing so is a breach of this Agreement.

To be eligible for Provider's limited refund plus $1,500, you must meet every one of the following requirements:

1. You must have been using the Services for at least five (5) months;
2. It has been no more than six (6) months and two (2) weeks since you bought the Services (date of first payment to Provider). Extra time is provided in the event of a system outage, account error, or ad account ban;
3. You must first obtain Provider's approval to change any of the provided campaigns, qualification questions, qualification settings, targeting, loan-program offers, or provided media (images and video);
4. You must spend a minimum of $40 per day on Ad Spend, each and every day for five (5) straight months, solely on the Recommended Advertising Campaigns (if Meta advertising is banned or restricted, you may use Google to spend the same amount);
5. You must have closed fewer than three (3) loans in the five (5) month period from Loan Seekers generated by the System. If you have closed three (3) or more loans — whether from paid ads, our organic marketing, our scripts, or the Trainings — the System has performed and no refund is owed;
6. You must conduct all your initial communications with Loan Seekers using the provided automated and scripted messages until they become a borrower or a loan application (1003) is submitted;
7. You have shown up on time for every booked appointment you receive, and calls for those appointments must have been made inside the CRM. If calls cannot be made in the CRM, you may call from a personal phone but must log all communication in the CRM notes;
8. You must not have deleted any contacts or conversations you have had with Loan Seekers inside the CRM;
9. You or an Authorized User must have called every Loan Seeker that responds a minimum of five (5) times in the first thirty (30) days of receiving that Loan Seeker (automated messages do not count). Communications must be performed inside the provided CRM, and you or an Authorized User must respond to all replies inside the CRM within seventy-two (72) hours. You should have no unread messages;
10. You must have completed the provided system training and Loan Seeker conversion training in the Training Portal located in the CRM;
11. You must use the provided CRM to track and update every Loan Seeker's status in the opportunities/pipeline section (New, Contacted, Pre-Qual, Application, Processing, Clear-to-Close, Funded);
12. You must be actively licensed (NMLS) and able to originate or broker loans in the markets you are advertising in for the entire five (5) month period;
13. You must reach out to Provider promptly if there is an error in your system, a system outage, or an ad account ban. Any messages regarding errors must be sent within twenty-four (24) hours of the error occurring;
14. You must retain support services for each and every month of the five (5) months;
15. You must have made all your payments on time;
16. You must submit a formal request for a refund with supporting evidence to team@conversionspark.io;
17. After you submit your formal request, you must communicate with Provider until a decision is made. Provider may ask for additional documentation, including CRM exports, ad account spend reports, and loan origination records;
18. If all the above requirements are met, Provider will refund the amount paid (directly to Provider) for the Services plus $1,500.

(A.I. Only) Limited Refund Requirements.

1. You must have been using the Services for at least five (5) months;
2. It has been no more than six (6) months and two (2) weeks since you bought the Services (date of first payment to Provider). Extra time is provided in the event of a system outage or account error;
3. You must first obtain Provider's approval to change any of the provided workflows and A.I. scripts provided to you during your initial setup;
4. You must upload a minimum of two hundred (200) quality, skip-traced mortgage records per month (homeowner, refinance, or purchase-intent lists);
5. You must conduct all your initial communications with Loan Seekers using the provided automated and scripted messages until they become a borrower or a loan application (1003) is submitted;
6. You have shown up on time for every booked appointment, with calls made inside the CRM or logged in the CRM notes;
7. You must not have deleted any contacts or conversations inside the CRM;
8. You or the A.I. must have contacted every Loan Seeker that responds a minimum of five (5) times in the first thirty (30) days after upload, with all replies answered inside the CRM within seventy-two (72) hours;
9. You must have completed the provided system training, A.I. training, and Loan Seeker conversion training in the Training Portal;
10. You must have closed fewer than three (3) loans in the five (5) month period as a direct or indirect result of the Services, Trainings, or System;
11. You must be actively licensed (NMLS) for the entire five (5) month period;
12. You must report any system error or outage within twenty-four (24) hours of the error occurring;
13. You must have made all your payments on time;
14. You must have paid for and used support during the five (5) months. If you opt out of support, you are not entitled to a refund;
15. You must submit a formal request for a refund with supporting evidence to team@conversionspark.io and communicate with Provider until a decision is made;
16. If all the above requirements are met, Provider will refund the system setup fee.

From time to time each party may disclose information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (“Confidential Information”). Confidential Information does not include information that is in the public domain, already known to the receiving party, rightfully obtained from a third party on a non-confidential basis, or independently developed. The receiving party shall not disclose Confidential Information except to employees, agents, or subcontractors with a need to know who are bound by no less stringent obligations, or as required by law or court order after notice to the other party. These obligations expire five years after disclosure, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

Provider complies with its Privacy Policy in providing the Services. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy and consent to all actions taken by us with respect to your information in compliance with the then-current version of that policy. California residents should also review our California Privacy Policy.

As between you and us, we own all right, title, and interest in and to the Services, and you own all right, title, and interest in and to Customer Data. Any comments, questions, suggestions, or recommendations you send us (“Feedback”) are non-confidential, and you assign to us all right, title, and interest in any ideas, know-how, concepts, or techniques contained in the Feedback, which we may use for any purpose without attribution or compensation.

1. Provider Warranty. Provider warrants that it provides the Services using a commercially reasonable level of care and skill. This warranty does not apply, and Provider strictly disclaims all warranties, with respect to any Third-Party Products.
2. Customer Warranty. You warrant that you own all right, title, and interest in and to Customer Data and that both the Customer Data and your use of the Services comply with the Terms of Use and all applicable mortgage, advertising, and consumer protection laws.
3. Except for the limited warranty above, the Services are provided “as is” and Provider specifically disclaims all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Provider makes no warranty that the Services will meet your requirements, operate without interruption, achieve any intended result, or be secure, accurate, complete, or error-free.
4. You acknowledge that Provider does not guarantee a specific Loan Seeker cost, Loan Seeker volume, response rate, application rate, pull-through rate, funded-loan volume, or commission income. Provider does not promise, guarantee, or warrant your business success, income, or sales.
5. EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY: Any information, content, or functionality available on or through this website, including any products and services available for purchase or download, is for educational and general informational purposes only and is not legal, compliance, tax, or lending advice.
6. DUE DILIGENCE: You agree to use your best judgment, perform due diligence, and where appropriate consult a licensed professional or your own compliance counsel prior to implementing any information, advice, plan, policy, strategy, or recommendation obtained from Provider.
7. ENDORSEMENTS, TESTIMONIALS, CASE STUDIES & RESULTS: Any reference, case study, closed-loan figure, volume figure, or testimonial shown on the Website is intended solely as a reference and shall not be construed as a guarantee of usefulness, results, or accuracy. Results shown are not typical and depend on your market, licensing, pricing, follow-up, and effort.

Provider Indemnification. Provider shall indemnify, defend, and hold harmless Customer from and against all losses, damages, liabilities, claims, judgments, settlements, penalties, costs, and reasonable attorneys’ fees (“Losses”) incurred by Customer resulting from any third-party claim that the Services infringe that third party’s US patents, copyrights, or trade secrets, provided Customer promptly notifies Provider, cooperates, and allows Provider sole authority to control the defense and settlement. If such a claim is made, Provider may, at its sole discretion, modify or replace the Services to make them non-infringing, obtain the right for Customer to continue use, or terminate this Agreement. This section will not apply to claims arising from Customer Data or Third-Party Products and states your sole remedy for infringement claims.

Customer Indemnification. Customer shall indemnify, hold harmless, and at Provider’s option defend Provider and its officers, managers, members, employees, agents, affiliates, successors, and assigns from and against all Losses arising from any third-party claim (i) that Customer Data infringes or misappropriates a third party’s intellectual property rights; (ii) based on Customer’s or an Authorized User’s negligence, willful misconduct, or use of the Services in an unauthorized manner; or (iii) arising from Customer’s violation of any mortgage licensing, advertising, telemarketing, TCPA, or consumer protection law.

In no event will Provider be liable under or in connection with this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value, or lost business, production, revenues, commissions, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether Provider was advised of the possibility of those losses. In no event will Provider’s aggregate liability arising out of or related to this Agreement exceed the total amounts paid to Provider under this Agreement in the 12-month period preceding the event giving rise to the claim, or $2,500, whichever is less.

1. Term. The term of this Agreement begins on the Effective Date and continues until terminated.
2. Termination. You may terminate this Agreement for any reason at any time on written notice to Provider. Either party may terminate on written notice if the other party materially breaches and the breach is incapable of cure or remains uncured 30 days after notice, or immediately if the other party becomes insolvent, files or has filed against it a bankruptcy petition, makes a general assignment for the benefit of creditors, or has a receiver appointed.
3. Effect of Termination. On termination, Customer shall immediately discontinue use of the Provider IP. Termination does not affect Customer's obligation to pay all Fees that became due before termination, and does not entitle Customer to any refund except if Customer meets the limited refund requirements in Section 9.
4. Survival. Sections 5, 7, 8, 10, 12, 13, 14, 15, 16(d), 18, 19, and 20, and any right or obligation that by its nature is intended to survive, will survive termination.

You acknowledge that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through direct email communication from us. You are responsible for reviewing any such modifications, and your continued use of the Services after the effective date will be deemed acceptance of the modified terms.

This Agreement is governed by and construed in accordance with the internal laws of the State of Wyoming without giving effect to any conflict of laws provision. Any legal suit, action, or proceeding arising out of this Agreement shall be instituted exclusively in the state or federal courts located in Sheridan County, Wyoming, and each party irrevocably submits to the jurisdiction of those courts.

Binding Arbitration. Except for claims seeking injunctive relief or the collection of unpaid Fees, any dispute arising out of or relating to this Agreement shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Sheridan County, Wyoming. Judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver. You and Provider 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, collective, or representative proceeding. You and Provider waive any right to a jury trial.

This Agreement, together with the Terms of Use and Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings. If any provision is held invalid or unenforceable, that provision will be modified to the minimum extent necessary and the remaining provisions will continue in full force. No waiver is effective unless in writing. You may not assign this Agreement without Provider’s prior written consent; Provider may assign freely. Neither party is liable for failures caused by events beyond its reasonable control. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

All notices to Provider must be sent to CHBZDM1 LLC, 1309 Coffeen Avenue, Ste 1200, Sheridan, WY 82801, with a copy by email to team@conversionspark.io. Notices to Customer may be sent to the email address associated with your account.