OVERLAP CAPITAL LLC
FUNDING SPECIALIST PARTICIPATION AGREEMENT
By checking the acknowledgment boxes and clicking “Submit,” you (“Participant”) agree to the following terms with Overlap Capital LLC (“Overlap Capital”).
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Independent Contractor Status
Participant is an independent contractor and not an employee, agent, joint venturer, or legal representative of Overlap Capital. Participant has no authority to bind Overlap Capital to any agreement, commitment, representation, or obligation of any kind.
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Scope of Role
As a Funding Specialist, Participant may introduce prospective businesses to the Overlap Capital marketplace through their assigned “Funded By” link or other authorized submission channels.
Participant may educate prospective businesses on high-level capital concepts and the Overlap Capital process but is not authorized to:
• Quote rates or pricing
• Guarantee approvals or funding outcomes
• Negotiate terms with lenders or investors
• Represent themselves as a licensed broker unless separately contracted and authorized
• Collect sensitive financial documents outside of approved submission channels
All underwriting, structuring, lender engagement, and funding decisions remain solely within the authority of Overlap Capital and/or its designated Funding Brokers and capital partners.
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Compensation
Participant acknowledges that compensation is strictly contingent upon revenue actually collected by Overlap Capital from funded transactions originating through Participant’s approved submission channel.
Compensation is calculated as a percentage of revenue collected, not projected, anticipated, or approved amounts.
No compensation is owed for:
• Applications not completed
• Transactions not funded
• Transactions funded outside the Overlap Capital platform
• Revenue not successfully collected
Payment timing, structure, and eligibility are governed by the Overlap Capital compensation schedule in effect at the time revenue is received.
Overlap Capital reserves the right to withhold, offset, or claw back commissions in the event of fraud, material misrepresentation, policy violations, or refunded revenue.
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Non-Circumvention
Participant agrees not to circumvent Overlap Capital by diverting, re-brokering, or otherwise attempting to fund prospects introduced through Participant’s “Funded By” link outside of the Overlap Capital marketplace.
Participant further agrees not to solicit capital providers introduced through Overlap Capital for separate or competing transactions.
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Compliance and Conduct
Participant agrees to operate in good faith, maintain accurate communications, and comply with all applicable federal, state, and local laws.
Participant shall not:
• Make misleading statements
• Exaggerate borrower qualifications
• Encourage falsification of financial information
• Use Overlap Capital branding in unauthorized ways
Overlap Capital reserves the right to suspend or terminate participation at its sole discretion for conduct that may harm the platform, its partners, or its reputation.
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Tax Responsibility
Participant is solely responsible for all federal, state, and local taxes related to compensation received. Overlap Capital will issue required tax documentation in accordance with applicable law.
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Data & Privacy
Participant consents to the electronic collection, storage, and processing of submitted information for payment, compliance, and program administration purposes in accordance with Overlap Capital’s Privacy Policy.
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No Guarantee of Opportunity
Participation in the Funding Specialist program does not guarantee deal flow, revenue, or minimum compensation.
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Modification of Program
Overlap Capital reserves the right to modify commission structures, program requirements, branding policies, and marketplace procedures at any time upon notice.
Continued participation constitutes acceptance of such modifications.
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Entire Agreement
This click-wrap agreement constitutes the entire understanding between Participant and Overlap Capital regarding Funding Specialist participation and supersedes any prior informal representations.
By checking the required boxes and submitting this form, Participant acknowledges that they have read, understood, and agreed to these terms.
