Mentorship & Consulting Services Agreement

ISI Collective is an educational mentorship and consulting program designed to provide general guidance, professional opinions based on real-world experience, educational resources, systems, frameworks, accountability, and access to certain industry relationships relating to real estate investing, ground-up development, construction, project planning, and related business activities.

The Program is intended to help Members better understand the process of evaluating, acquiring, financing, developing, constructing, managing, and potentially selling a ground-up real estate investment project.

ISI provides education, mentorship, consulting, and access to information. ISI does not take control of the Member’s project and does not make legal, financial, construction, investment, or business decisions on the Member’s behalf.

The Program begins on the Effective Date and continues until the earlier of:

(a) twelve (12) months from the Effective Date; or

(b) the completion and sale of the Member’s first qualifying ground-up real estate development project undertaken during the Program.

For purposes of this Agreement, a qualifying project generally means a ground-up real estate development opportunity pursued by the Member with guidance received through the Program.

The Program does not automatically renew.

Any extension beyond the Program Term must be approved by ISI in writing.

Unused services, access, mentorship opportunities, calls, resources, or support expire at the conclusion of the Program Term unless ISI agrees otherwise in writing.

The ISI Collective mentorship is generally organized around three phases:

Phase 1 — Financial Assessment

The Member may receive guidance relating to:

• Available capital
• Credit position
• Financial readiness
• Current experience
• Available resources
• Potential deposit requirements
• Business funding resources
• Capital preparation
• Identifying gaps that may need to be addressed before pursuing a project

ISI does not guarantee that any Member will qualify for financing, obtain capital, improve credit, receive business funding, or become financially eligible for any specific project.

Phase 2 — Find the Right Land

The Member may receive guidance relating to:

• Identifying potential land opportunities
• Evaluating location and lot characteristics
• Development potential
• Reviewing potential projects
• Preliminary feasibility
• Underwriting
• Land purchase price
• Estimated construction cost
• Potential financing cost
• Holding costs
• Project timeline
• Potential sale price
• Potential margin
• Project risk
• Deal evaluation
• Go / no-go decision-making

Any review, opinion, calculation, projection, spreadsheet, model, Deal Calculator, or discussion provided by ISI is educational in nature only.

No analysis provided by ISI constitutes a guarantee that a property is suitable, profitable, buildable, financeable, marketable, or appropriate for the Member.

Phase 3 — Fund + Build the Project

The Member may receive general guidance relating to:

• Project funding structures
• Construction lending
• Private lending
• Hard-money resources
• Private-equity relationships
• Construction sequencing
• Project scheduling
• Build milestones
• Plans and specifications
• Managing subcontractors
• Material selections
• Design coordination
• Project documentation
• Construction checklists
• Construction Spec Book concepts
• General field-management principles
• Project organization

ISI does not guarantee project funding, financing approval, construction completion, contractor performance, project cost, timeline, sale price, profit, return on investment, or any other project outcome.

Depending on the Member’s needs, project stage, availability, and circumstances, the Program may include access to:

• Direct mentorship
• Live group or individual mentorship discussions
• Private community communication
• Slack or another designated communication platform
• Deal review discussions
• Construction and development guidance
• Educational frameworks and templates
• Deal underwriting resources
• Deal Calculator concepts or tools
• Construction planning resources
• Construction Spec Book concepts or resources
• Industry relationships
• Lender relationships
• Contractor and subcontractor relationships
• Architects
• Engineers
• Realtors
• Vendors
• Suppliers
• Design-center resources
• Material sourcing resources
• Other third-party professionals

Nothing in this Agreement guarantees that every resource, relationship, vendor, professional, contractor, lender, or service provider will be available or appropriate for every Member or every project.

ISI may, from time to time, introduce, recommend, identify, or provide access to contractors, subcontractors, architects, engineers, lenders, Realtors, material suppliers, vendors, designers, consultants, or other third parties.

Any such introduction or recommendation is provided solely as a convenience and based on ISI’s experience or prior relationship.

Member acknowledges and agrees that:

• ISI does not guarantee the availability of any particular contractor, subcontractor, vendor, lender, supplier, or professional.
• ISI does not guarantee that any third party will agree to work with the Member.
• ISI does not guarantee pricing, scheduling, workmanship, licensing status, insurance coverage, availability, performance, quality, financing terms, delivery dates, materials, warranties, or results provided by any third party.
• ISI does not supervise or control independent contractors, suppliers, lenders, or other third parties.
• All third parties operate independently from ISI unless expressly stated otherwise in a separate written agreement.
• Member is solely responsible for conducting Member’s own due diligence before hiring, retaining, contracting with, purchasing from, borrowing from, or otherwise relying upon any third party.
• Member is solely responsible for reviewing and accepting all contracts, bids, scopes of work, financing documents, estimates, invoices, purchase orders, warranties, and other agreements with third parties.

The Member’s decision to use any contractor, subcontractor, professional, supplier, lender, vendor, or other third party is entirely the Member’s decision and responsibility.

ISI may provide Members with access to certain showroom, design-center, vendor, manufacturer, distributor, or material-sourcing relationships.

ISI may also inform Members of pricing that has historically been available through certain supplier relationships.

Member acknowledges that:

• No specific material pricing is guaranteed.
• No specific discount is guaranteed.
• “Builder pricing,” “preferred pricing,” “discounted pricing,” or similar terminology does not represent a promise that the Member will receive any particular price or percentage discount.
• Pricing may change at any time.
• Material availability may change.
• Supplier terms may change.
• Shipping, taxes, labor, installation, delivery, market conditions, supply-chain issues, and other factors may affect final cost.
• ISI is not responsible for defective materials, incorrect orders, installation problems, delays, warranty issues, supplier disputes, shortages, substitutions, or pricing changes.

All purchases are made at the Member’s sole discretion and risk.

ISI makes no promise, warranty, representation, or guarantee regarding any financial, investment, construction, funding, lending, business, or real estate result.

ISI does not guarantee that Member will:

• Earn any amount of money
• Recover the Program Fee
• Make a profit
• Achieve a six-figure profit
• Achieve any particular return on investment
• Locate suitable land
• Purchase a property
• Obtain financing
• Obtain construction lending
• Obtain private funding
• Improve credit
• Secure a contractor
• Secure a particular subcontractor
• Receive favorable material pricing
• Complete construction
• Complete construction within a specific timeframe
• Remain within a projected construction budget
• Sell a property
• Sell a property at a particular price
• Complete a development project
• Avoid financial loss

Real estate development and investing involve substantial financial and business risk.

Past projects, examples, case studies, historical profits, instructor experiences, projections, illustrations, and testimonials are provided for educational purposes only and are not representations that the Member will achieve the same or similar results.

Past performance is not a guarantee of future performance.

Member understands and agrees that all final decisions remain exclusively with Member.

Member is solely responsible for deciding whether to:

• Purchase land
• Sign contracts
• Pay deposits
• Borrow money
• Use personal or business credit
• Hire contractors
• Hire subcontractors
• Select vendors
• Select lenders
• Purchase materials
• Approve plans
• Approve budgets
• Approve change orders
• Proceed with construction
• Sell or hold property
• Accept or reject offers
• Make any other investment or business decision

Any opinion, suggestion, discussion, review, analysis, calculation, referral, comment, or guidance provided by ISI is advisory and educational only.

The Member shall independently determine whether any decision is appropriate based upon the Member’s own circumstances and independent professional advice.

The Member assumes one hundred percent (100%) responsibility for Member’s investment decisions, financial commitments, contracts, project decisions, transactions, and resulting outcomes.

ISI provides mentorship, education, accountability, consulting, and general professional opinions based upon experience.

Unless separately retained under a distinct written agreement, ISI and its owners, officers, employees, mentors, representatives, affiliates, and contractors are not acting as the Member’s:

• Attorney
• Accountant
• Tax adviser
• Investment adviser
• Securities adviser
• Fiduciary
• Real estate broker
• Mortgage broker
• Loan originator
• Lender
• Appraiser
• Inspector
• Engineer
• Architect
• Title agent
• Escrow agent
• Property manager
• General contractor for the Member’s project
• Construction manager
• Joint venture partner
• Business partner
• Agent

Nothing in this Agreement creates a partnership, joint venture, fiduciary relationship, agency relationship, employment relationship, brokerage relationship, or financing commitment.

Member is encouraged and expected to consult appropriately licensed professionals before making decisions involving:

• Legal matters
• Contracts
• Real estate transactions
• Tax matters
• Accounting
• Financing
• Lending
• Securities
• Construction
• Engineering
• Architecture
• Zoning
• Permitting
• Insurance
• Property value
• Title
• Inspections
• Environmental matters
• Investment decisions

Member shall not rely exclusively upon ISI when professional licensing, professional judgment, or legal compliance requires consultation with another qualified professional.

Member is solely responsible for conducting appropriate due diligence before entering any transaction.

This includes, without limitation:

• Title
• Liens
• Ownership
• Zoning
• Land use
• Permitting
• Buildability
• Property condition
• Utilities
• Environmental conditions
• Flood zones
• Insurance
• Taxes
• Financing
• Construction costs
• Comparable sales
• Market value
• Project timeline
• Contractor licensing
• Contractor insurance
• Supplier terms
• Contract terms
• Closing costs
• Exit strategy

Any review conducted by ISI is supplemental educational guidance and does not replace Member’s independent due diligence.

ISI may designate Slack or another platform as the official Program communication channel.

Member agrees to:

• Maintain access to the designated communication platform
• Keep contact information current
• Monitor Program communications
• Respond to reasonable Program-related communications
• Attend scheduled meetings when reasonably possible
• Provide accurate and complete information
• Complete agreed action items
• Communicate project changes that materially affect mentorship guidance
• Participate in good faith

Member should ordinarily provide a substantive response to ISI communications within three (3) business days.

Failure to actively participate may limit ISI’s ability to provide meaningful mentorship.

If Member fails to communicate with ISI for fifteen (15) consecutive days without an approved pause or other reasonable explanation, ISI may place Member in inactive status and temporarily suspend access to certain Program resources.

If Member remains inactive for sixty (60) consecutive days without an approved pause, ISI may consider the Member to have voluntarily abandoned the Program and may terminate remaining access.

Program abandonment does not entitle Member to a refund.

ISI may, in its discretion, approve a temporary Program pause based upon reasonable circumstances.

Any pause must be approved in writing.

Unless ISI agrees otherwise, a Program pause may not exceed three (3) consecutive months.

A pause does not automatically extend the Program Term unless ISI expressly agrees to the extension in writing.

Member understands that real estate development is a sequential process and that ISI may recommend that certain steps be completed before later steps are pursued.

Member agrees to make reasonable efforts to follow the systems, workflows, instructions, checklists, and sequencing provided through the Program.

If Member intentionally skips recommended steps, provides inaccurate information, ignores material recommendations, or independently changes the project in a manner that affects prior guidance, ISI may require additional review or may recommend returning to an earlier stage of the process.

ISI is not responsible for delays, additional costs, financing issues, project problems, missed opportunities, or losses resulting from Member’s decision not to follow recommended processes.

ISI is intended to be a professional, collaborative, respectful learning environment.

Member agrees to:

• Treat other Members, mentors, employees, contractors, vendors, and partners respectfully
• Avoid harassment, threats, intimidation, discrimination, or abusive conduct
• Avoid knowingly false or misleading statements
• Respect confidentiality
• Protect other Members’ personal and business information
• Avoid unauthorized solicitation of other Members
• Avoid misuse of ISI resources or relationships
• Avoid unlawful activity
• Avoid conduct that materially disrupts the Program or community

ISI will generally attempt to address ordinary concerns through communication, coaching, clarification, or written warning before considering removal.

ISI may suspend or terminate Member’s Program access if Member:

• Fails to pay amounts when due
• Materially breaches this Agreement
• Repeatedly refuses to participate or communicate
• Shares protected Program materials without authorization
• Shares login credentials
• Harasses, threatens, or abuses another person
• Engages in fraud or intentional misrepresentation
• Uses the Program for unlawful activity
• Creates a safety, legal, cybersecurity, or reputational risk
• Materially disrupts the community
• Repeatedly disregards Program standards after reasonable notice
• Misuses ISI’s name, brand, relationships, or intellectual property

When reasonably appropriate, ISI may provide Member an opportunity to correct a curable violation before termination.

No cure period is required for fraud, threats, violence, intentional intellectual-property misuse, unlawful conduct, theft, intentional diversion of funds, or conduct creating an immediate safety or legal risk.

Termination for cause does not create a right to a refund.

If Member’s access is suspended or terminated because of nonpayment, failed payment, or failure to maintain an authorized payment method, all amounts previously paid remain nonrefundable. Suspension or termination of Program access does not cancel, waive, or eliminate any payment obligation otherwise due under the invoice, financing arrangement, payment authorization, or written payment schedule accepted at enrollment.

All ISI curricula, systems, videos, recordings, presentations, checklists, worksheets, calculators, templates, frameworks, processes, guides, logos, branding, websites, documents, and other Program materials remain the property of ISI or its licensors.

Member receives a limited, revocable, nonexclusive, nontransferable license to use Program materials solely for Member’s own educational and project-related purposes.

Member may not:

• Sell Program materials
• Publish Program materials
• Distribute Program materials
• Share login credentials
• Reproduce materials for commercial training
• Teach or resell ISI’s curriculum
• Remove ownership notices
• Create competing educational products based substantially upon ISI materials
• Upload proprietary materials into a public database, AI-training system, or similar repository without authorization

Member may receive access to nonpublic business information, contractor relationships, lender relationships, supplier relationships, pricing information, templates, processes, deal information, and other confidential information.

Member agrees to use reasonable care to protect such information and not disclose it except as reasonably necessary for Member’s own project or as required by law.

ISI will likewise use reasonable care to protect confidential information provided by Member.

Member may not record, livestream, publish, distribute, reproduce, or publicly share private mentorship sessions, calls, presentations, community discussions, or other Program communications without prior written authorization from ISI and any other persons whose consent is legally required.

Unauthorized recording or distribution may constitute a material breach of this Agreement.

Member agrees to pay the Program Fee identified above according to the invoice, financing arrangement, payment authorization, or written payment schedule accepted at enrollment.

If Member elects or accepts an installment payment plan, Member expressly authorizes ISI Collective, Inc. and its third-party payment processor to automatically charge the payment method provided or authorized by Member for each scheduled installment payment on or about the applicable due date, without requiring separate authorization for each individual charge.

Member agrees to maintain a valid and authorized payment method on file for the duration of any installment payment schedule and to promptly update payment information if the payment method expires, is replaced, becomes invalid, or otherwise cannot be processed.

If a scheduled payment is declined, returned, disputed, blocked, reversed, or otherwise unsuccessful, ISI may attempt to process the payment again using the authorized payment method on file, to the extent permitted by applicable law and payment-processor rules.

Failure to make any required payment when due, including failure resulting from an expired, declined, invalid, or unauthorized payment method, may result in immediate suspension of Program access and, if the payment remains unresolved, termination from the Program.

Suspension or termination for nonpayment does not create a right to a refund. All amounts previously paid remain final and nonrefundable except where applicable law requires otherwise or ISI expressly agrees otherwise in writing.

Suspension, termination, cancellation of Program access, or Member’s decision to stop participating does not cancel, waive, or eliminate any payment obligation otherwise due under the invoice, financing arrangement, payment authorization, or written payment schedule accepted at enrollment.

Member may not avoid an existing payment obligation merely by revoking or replacing a payment method, disputing a properly authorized charge, discontinuing participation, or requesting removal from the Program. Any change to an accepted payment schedule must be approved by ISI in writing.

Use of a third-party financing or payment provider does not modify Member’s obligations under this Agreement unless ISI expressly agrees otherwise in writing.

To the extent provided in the applicable enrollment documents or required by law, Member may have a limited cancellation right following enrollment.

After any applicable cancellation period has expired and ISI has begun providing services, mentorship, access, onboarding, resources, or Program materials, all payments are final and nonrefundable except where applicable law requires otherwise or ISI expressly agrees otherwise in writing.

Member’s decision to stop participating, change plans, delay a project, decide not to pursue development, experience financing difficulty, fail to secure property, fail to obtain financing, fail to complete a project, become dissatisfied with the outcome of an investment, or lose Program access because of nonpayment does not create a refund right.

Cancellation, suspension, or termination of Program access does not eliminate payment obligations that remain due under an accepted invoice, financing arrangement, payment authorization, or written payment schedule.

To the fullest extent permitted by law, Member acknowledges that ISI is not responsible for the acts, omissions, negligence, breach, misconduct, workmanship, financial condition, licensing, performance, representations, warranties, delays, errors, or failures of any independent third party.

Member voluntarily assumes the risks associated with selecting and engaging third-party:

• Contractors
• Subcontractors
• Builders
• Suppliers
• Vendors
• Lenders
• Brokers
• Realtors
• Architects
• Engineers
• Inspectors
• Designers
• Material suppliers
• Consultants
• Other professionals

To the fullest extent permitted by law, Member releases and agrees to hold harmless ISI Collective, Inc., its owners, officers, employees, mentors, contractors, representatives, affiliates, and agents from claims, losses, damages, liabilities, costs, or expenses arising from or relating to Member’s independent decision to engage, contract with, purchase from, borrow from, or otherwise utilize any third-party provider introduced, recommended, discussed, or identified through the Program.

Member understands that real estate investing and construction involve significant risks, including:

• Loss of capital
• Loss of deposits
• Cost overruns
• Financing changes
• Interest-rate changes
• Contractor defaults
• Material shortages
• Construction defects
• Permit delays
• Inspection issues
• Weather delays
• Market changes
• Property-value declines
• Unanticipated expenses
• Litigation
• Tax consequences
• Delayed sales
• Failed transactions
• Lower-than-expected profits
• Complete financial loss

Member knowingly and voluntarily assumes these risks.

TO THE FULLEST EXTENT PERMITTED BY LAW, ISI COLLECTIVE, INC., ITS OWNERS, OFFICERS, EMPLOYEES, MENTORS, CONTRACTORS, REPRESENTATIVES, AND AFFILIATES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOST OPPORTUNITIES, LOST FINANCING, LOST DEPOSITS, DIMINISHED PROPERTY VALUE, CONSTRUCTION LOSSES, MATERIAL LOSSES, DELAYS, OR TRANSACTION LOSSES ARISING FROM OR RELATING TO THE PROGRAM OR MEMBER’S BUSINESS OR INVESTMENT ACTIVITIES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF ISI ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE PROGRAM FEES ACTUALLY PAID TO AND RETAINED BY ISI.

Nothing in this Agreement limits any liability that applicable law does not permit to be limited or waived.

To the fullest extent permitted by law, Member agrees to defend, indemnify, and hold harmless ISI Collective, Inc., its owners, officers, employees, mentors, contractors, representatives, affiliates, and agents from third-party claims, losses, judgments, penalties, damages, liabilities, and reasonable legal expenses arising from or relating to:

• Member’s real estate transactions
• Member’s construction project
• Member’s contracts
• Member’s financing
• Member’s representations
• Member’s advertising
• Member’s communications
• Member’s hiring decisions
• Member’s use of contractors or vendors
• Member’s purchase of materials
• Member’s legal or regulatory violations
• Member’s misuse of Program materials
• Member’s negligence, misconduct, or breach of this Agreement

This obligation does not apply to the extent a claim is finally determined to have resulted from ISI’s fraud, intentional misconduct, or liability that cannot lawfully be waived or shifted.

ISI may use Slack, Zoom, email, CRM software, file-sharing services, payment processors, online portals, or other third-party technology.

ISI does not control and is not responsible for the continued availability, performance, security, policies, outages, or operation of third-party platforms.

ISI may substitute comparable technology when reasonably necessary.

ISI shall not be liable for delays or interruptions caused by circumstances beyond its reasonable control, including severe weather, hurricanes, natural disasters, illness, government action, utility failures, internet outages, platform failures, labor disruption, civil disturbance, war, or other events outside ISI’s reasonable control.

This Agreement shall be governed by the laws of the State of Florida, without regard to conflict-of-law principles, except where applicable law requires otherwise.

Before initiating litigation, the parties agree to provide written notice of the dispute and make a good-faith effort to resolve the matter through direct discussion for at least thirty (30) days.

To the fullest extent permitted by law, exclusive venue for any litigation arising from this Agreement shall lie in the appropriate state or federal court located in the Florida county where ISI maintains its principal business office, subject to any mandatory legal requirement providing otherwise.

TO THE FULLEST EXTENT PERMITTED BY LAW, MEMBER KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING FROM OR RELATING TO THIS AGREEMENT.

This Agreement represents the entire agreement between ISI and Member concerning the Program and supersedes prior oral or written discussions relating to the same subject matter.

No oral statement, sales conversation, social-media post, advertisement, website statement, mentor comment, text message, or informal communication modifies this Agreement.

Any amendment must be in writing and approved by ISI.

Member may not assign or transfer Program access without ISI’s written consent.

If any provision of this Agreement is determined to be unenforceable, the provision shall be enforced to the maximum lawful extent or severed as necessary, and the remaining provisions shall remain in effect.

A failure by ISI to enforce a provision on one occasion does not waive the right to enforce it later.

Electronic signatures and electronically accepted agreements shall have the same force and effect as original signatures.

Provisions relating to payment obligations, intellectual property, confidentiality, disclaimers, releases, limitation of liability, indemnification, dispute resolution, and other provisions that by their nature should survive shall survive expiration or termination of this Agreement.

By signing below, Member acknowledges and agrees that:

• Member has read this Agreement in full.
• Member understands that ISI provides educational mentorship and consulting services.
• Member understands that ISI does not control Member’s investment decisions.
• Member understands that Member is fully responsible for Member’s own decisions, transactions, investments, contracts, financing, contractors, suppliers, and project.
• Member understands that ISI does not guarantee any financial result.
• Member understands that ISI does not guarantee financing.
• Member understands that ISI does not guarantee access to any specific contractor, subcontractor, lender, supplier, vendor, or professional.
• Member understands that ISI does not guarantee material pricing or discounts.
• Member understands that introductions to third parties do not make ISI responsible for those third parties.
• Member understands that real estate investing and development involve substantial risk and possible financial loss.
• Member understands that historical results, case studies, and examples are not guarantees of future performance.
• Member understands and authorizes automatic processing of scheduled installment payments when Member accepts an installment payment plan and provides or authorizes a payment method for that purpose.
• Member understands that failure to make required payments may result in suspension or termination of Program access without a refund of amounts previously paid.
• Member understands that suspension, termination, cancellation, or nonparticipation does not eliminate payment obligations otherwise due under an accepted payment arrangement.
• Member has had the opportunity to ask questions before signing.
• Member is voluntarily entering into this Agreement and accepts its terms.