VELOCITY INVESTMENTS, LLC ASSIGNEE OF LENDINGCLUB CORPORATION v. MIGUEL RODRIGUEZ

IN THE DISTRICT COURT OF BEAVER COUNTY, STATE OF OKLAHOMA VELOCITY INVESTMENTS, LLC ASSIGNEE OF LENDINGCLUB CORPORATION BEAVER COUNTY OKLAHOMA Plaintiff, vs. MIGUEL RODRIGUEZ Defendant(s). Case No. CJ-202541 PETITION FOR MONEY DUE ON NOTE COMES NOW the Plaintiff and for its cause of action against the Defendant(s) states as follows: 1. That Plaintiff is a LIMITED LIABILITY COMPANY organized and existing under the laws of NEW JERSEY; the debt sued upon arose in and Plaintiff's cause of action accrued in the State of Oklahoma. 2. That at least one of the Defendant(s) reside(s) in or may be found in BEAVER County, Oklahoma and within the venue of this court. 3. That upon application by the Defendant(s), the Defendant(s) did enter into a Promissory Note to borrow a sum of money from LENDING CLUB BANK which has heretofore been sold and assigned to various parties including and ultimately to Plaintiff. 4. That the Defendant(s) did fail to perform the obligations under the Note and are therefore in default. 5. That if required by law or the Note, Defendant(s) were notified of his/her/their default and right to cure, but Defendant(s) failed to cure said default. 6. That the Defendant(s) still owe(s) $12874.84 to Plaintiff after giving the Defendant(s) due credit for any and all payments made thereon and any other credits entitled to Defendant(s). 7. Pursuant to the contract attached hereto, Plaintiff is entitled to reasonable attorney's fees. 8. Pursuant to the SCRA §201(b)(4), Plaintiff declares under penalty of perjury that Defendant(s) MIGUEL RODRIGUEZ is/are not in the Armed Forces for the United States, verified on 05/05/2025 via the U.S. Department of Defense website. WHEREFORE, Plaintiff prays for Judgment against Defendant(s) in the amount of: Amount Claimed: $12874.84; Interest: at the rate of 9.50% per annum from the date of Judgment until paid; Attorney fees;; and All costs herein expended, including but not limited to court costs, sheriff’s fees, and any costs for service of the summons(es). Respectfully submitted, FABER AND BRAND L.L.C. BY: /s/ Michael L. Foster Michael L. Foster OK #20701 Jason P. Gubbins OK #22576 Adam A. Tahirkheli OK #36497 P.O. Box 10110 Columbia, Missouri 65205-4000 (888) 233-3141 (573) 442-1072 FAX [email protected] ATTORNEY FOR PLAINTIFF THIS IS A COMMUNICATION FROM A DEBT COLLECTOR IN AN ATTEMPT TO COLLECT A DEBT. ANY INFORMATION OBTAINED WILL BE USED FOR THAT PURPOSE. F&B Acct. No: 546732 AFFIDAVIT OF ACCOUNT STATE OF NJ COUNTY OF Monmouth Before me, the undersigned authority, personally appeared Janet Saleh, who, being by me duly sworn deposes and states: I am of sound mind, I am over the age of 18, and I am competent to testify to the matters stated herein. I am the Litigation Support Associate of VELOCITY INVESTMENTS, LLC ASSIGNEE OF LENDINGCLUB CORPORATION a(n) LIMITED LIABILITY COMPANY organized and existing under the laws of the State of NEW JERSEY. VELOCITY INVESTMENTS, LLC ASSIGNEE OF LENDINGCLUB CORPORATION acquired, for a valuable consideration, all right, title, and interest in and to the claim set forth in VELOCITY INVESTMENTS, LLC ASSIGNEE OF LENDINGCLUB CORPORATION’s Petition/Complaint., which claim shall hereinafter be referred to as “The Account.” The original creditor for The Account was LENDING CLUB BANK. The sale agreement and assignment whereby VELOCITY INVESTMENTS, LLC ASSIGNEE OF LENDINGCLUB CORPORATION acquired The Account, (hereinafter, the “Sale Agreement”), specifically set forth the amount then owed by MIGUEL RODRIGUEZ. The Sale Agreement also required the party who sold The Account to VELOCITY INVESTMENTS, LLC ASSIGNEE OF LENDINGCLUB CORPORATION to report any subsequent payments received by them to VELOCITY INVESTMENTS, LLC ASSIGNEE OF LENDINGCLUB CORPORATION. On information and belief and based on the foregoing, after crediting any such reported payments and any payments made to VELOCITY INVESTMENTS, LLC ASSIGNEE OF LENDINGCLUB CORPORATION, there is now due and owing from MIGUEL RODRIGUEZ to VELOCITY INVESTMENTS, LLC ASSIGNEE OF LENDINGCLUB CORPORATION $12874.84, plus interest at the Judgment rate per annum from the Judgment date until paid in full by MIGUEL RODRIGUEZ. To the best of my knowledge and belief, the Defendant, MIGUEL RODRIGUEZ , is not in the Armed Forces for the United States nor any branch thereof. Defendant is not an infant or incompetent person. In witness whereof I have hereunto subscribed my name and affixed my official seal the ___ day of May 20 25 My commission Expires: [REDACTED] ALIA RIVERA Notary Public, State of New Jersey My Commission Expires 03/19/2026 BILL OF SALE LendingClub Corporation, a Delaware corporation ("LendingClub") and Velocity Investments, LLC, a New Jersey limited liability company ("Buyer") executed an Account Purchase Agreement – Forward Flow dated as of July 20, 2020 ("Agreement"). The terms of the Agreement will govern this Bill of Sale and any capitalized but undefined terms herein will have the meanings given to such terms in the Agreement. For value received and in further consideration of the mutual covenants and conditions set forth in the Agreement, the Investors referenced in the data file named Lot24-700_LendingClub_Velocity_Final Data.xlsx hereby transfer(s), sell(s), conveys(s), grant(s), and deliver(s) to Buyer, its successors and assigns, without recourse except as set forth in the Agreement, to the extent of its ownership, the Accounts as set forth in the Account Schedule attached hereto as Exhibit I delivered by Seller to Buyer on the Closing Date, and as further described in the Agreement. Pursuant to the Agreement, on July 25, 2024, the Closing Date, each Investor will sell (or cause to be sold) a pool of Accounts held by such Investors and described in the Account Schedule attached to this Bill of Sale. LendingClub represents and warrants that each of the undersigned Investors (other than LendingClub, where LendingClub is the Investor) has executed a limited power of attorney between such Investor and LendingClub wherein a designated power is for LendingClub to act as attorney-in-fact for such Investor and to execute this Bill of Sale on behalf of such Investor and take any action and execute any instruments or documents that LendingClub may deem reasonably necessary or advisable in connection with the transfers contemplated thereby. Lot Number: 24-700 Total Unpaid Balance: Number of Accounts: 4,442 DATED: July 25, 2024 SELLER: LC Trust I By: LENDINGCLUB CORPORATION, as Administrator By: [hand signed by Drew LaBenne] Name (print): Andrew LaBenne Title: Chief Financial Officer SELLER: LendingClub Corporation By: [hand signed by Drew LaBenne] Name (print): Andrew LaBenne Title: Chief Financial Officer LOAN SUMMARY Loan Id: [REDACTED] Primary Borrower Contact Information Full Real Name: MIGUEL RODRIGUEZ Screen Name: Email: Address: Home Phone: Cell or Work Phone: Loan Information Loan Issue Date: 7/28/22 Original Loan Amount: $20,000.00 Principle Balance: $11,727.06 Principle Balance Date: 8/6/24 Payoff Balance: $12,874.84 Payoff Date: 8/6/24 Loan Documents <table> <tr> <th>Document Name</th> <th>Date/time Signed</th> <th>Document Version</th> </tr> <tr> <td>Borrower Agreement</td> <td>7/21/22 04:04:04 PM PDT</td> <td>LC_SEC_V32</td> </tr> <tr> <td>Credit Score Notice</td> <td>7/21/22 04:04:04 PM PDT</td> <td>LC_SEC_V5</td> </tr> <tr> <td>Truth in Lending Disclosure</td> <td>7/21/22 11:04:04 PM PDT</td> <td>LC_SEC_V17</td> </tr> <tr> <td>Terms of Use and Consent to Electronic Transactions and Disclosures</td> <td>7/21/22 05:14:05 PM PDT</td> <td>SHARED_SECURE</td> </tr> <tr> <td>Application Terms of Use</td> <td>7/21/22 05:14:05 PM PDT</td> <td>LC_SEC_V2</td> </tr> <tr> <td>Electronic Consent</td> <td>7/21/22 05:14:05 PM PDT</td> <td>SHARED_SECURE</td> </tr> <tr> <td>Credit Profile Authorization</td> <td>7/21/22 04:04:04 PM PDT</td> <td>LC_SEC_V6</td> </tr> <tr> <td>Authorization for Automatic Payment</td> <td>7/21/22 08:08:31 AM PDT</td> <td>LC_SEC_V7</td> </tr> </table> This is a copy of an authoritative document. CJ-2025-11 Truth in Lending Disclosure Statement Lender LendingClub Bank, National Association Borrower MIGUEL RODRIGUEZ Loan ID: 190768101 <table> <tr> <th>ANNUAL PERCENTAGE RATE<br>The cost of your credit as a yearly rate</th> <th>FINANCE CHARGE<br>The dollar amount the credit will cost you</th> <th>AMOUNT FINANCED<br>The amount of credit provided to you or on your behalf</th> <th>TOTAL OF PAYMENTS<br>The amount you will have paid when you have made all scheduled payments</th> </tr> <tr> <td>28.16%</td> <td>$9,256</td> <td>$18,800</td> <td>$28,056</td> </tr> </table> Your payment schedule will be as follows: <table> <tr> <th>Number of payments</th> <th>Amount</th> <th>When payments are due</th> </tr> <tr> <td>36</td> <td>$779.32</td> <td>Your first payment will be due one month after the issuance of your loan and then monthly thereafter. Payments are due on the same date each month. If your due date is the 29th, 30th or 31st, and the current month is shorter, your payment will be on the last day of the month.</td> </tr> </table> Late charges: If your payment arrives after your 15 day grace period, you will be charged a late fee equal to the greater of: 5.00% of the late payment amount or $15. This fee is charged only once per late payment. Prepayment policy: If you pay off your loan early, you will not be charged a penalty. In the event of a full prepayment, you may be entitled to a refund of part of the finance charge. See your borrower agreement for any additional information about nonpayment, default, or other matters related to your loan. Subject to your right to cancel, an unsecured loan may issue for less than the full requested loan amount if it is not 100% funded by the end of the listing period. In the event the loan amount changes a new TIL will be provided. Total Loan Amount: $20,000.00 Total Amount Paid Directly to Existing Creditors: $12,000.00 DISCOVER CARD (2354): $2,388.00 BEST EGG (0051): $9,612.00 Origination Fees: $1,200.00 Total Amount Paid to You: $6,800.00 If we are unable to disburse any loan proceeds to one or more identified creditors for any reason, we may cancel your request in whole or in part, or disburse such loan proceeds directly to you. Unsuccessful payment fee. When a payment fails and is rejected by your bank, you will be charged an Unsuccessful Payment Fee of $15 to cover the cost incurred on the transaction by LendingClub Bank, National Association. Each attempt to collect a monthly payment is considered a separate transaction, so an Unsuccessful Payment Fee will be assessed for each failed attempt. You are not required to complete this agreement merely because you have received these disclosures or signed a borrower agreement. Promissory Note for $20,000 Loan Agreement and Promissory Note Borrower Member ID [REDACTED] Joint Applicant/Co-Borrower Member ID: N/A $20,000 July 28, 2022 In this Loan Agreement and Promissory Note (the “Note”), the word “Borrower” refers to each borrower and joint applicant/co-borrower named above or otherwise obligated under this Note. The word “Lender” refers to LendingClub Bank, National Association, and any subsequent holder of this Note. For value received, Borrower promises to pay to the order of Lender the principal sum of $20,000 Dollars with interest as set forth below. Borrower intends to be legally bound by this Note. Borrower has read, understood, and agreed to all of the terms of this Note. Interest Rate. This Note bears interest during each calendar month from the date hereof until paid in full, at a fixed rate of 23.49 (%) per annum (the "Interest Rate"). Interest will begin to accrue as of the date the loan proceeds are disbursed. After maturity, the unpaid balance of the principal will earn interest at the same fixed rate. Interest Calculation Method. Interest is calculated daily on the basis of a 360-day year with 12 months each of which is 30 days (or 30/360) long, regardless if a month has more or fewer than 30 days. This Note shall bear interest on any overdue installment of principal and, to the extent permitted by applicable law, on any overdue installment of interest, at the Interest Rate as calculated above. Payments. Principal and interest are to be paid during and throughout the period of 36 months in the following manner: Payments of principal and interest in the amount of $779.32 Dollars are to be made by the Borrower to Lender commencing August 28, 2022 , and on the same day of each successive month thereafter until July 28, 2025 , when the full amount of unpaid principal, together with unpaid accrued interest is due and payable. If the monthly anniversary is on the 29th, 30th, or 31st of the month, and the following month does not have a 29th, 30th, or 31st day, the monthly payment will be due on the last day of the month in which the payment was due. Borrower’s last payment might be of a different amount, which could be higher than the monthly installment amounts, to adjust for rounding and/or due to calculation of daily interest charges in certain instances such as a payment due date change or Borrower making a payment after the payment due date. If any late charges or other fees and charges due to Lender have not been paid, as described further below, Borrower will also owe Lender additional amounts for those fees and charges. In such cases, the amount of the last monthly payment will be adjusted by the amount necessary to repay the loan in full. Borrower must pay Lender in U.S. dollars using a check or electronic debit that is drawn on and honored by a bank in the United States. Borrower may not make payments in cash. Borrower agrees that Lender can accept late or partial payments, or payments marked “paid in full” or other restrictive endorsements, without losing its rights. Borrower may have designated an account from which to pay the amount of each payment due on each due date by ACH transfer. Borrower acknowledges that such authorization is assignable by Lender or any subsequent holder of the Note in the event that Lender or any subsequent holder of the Note sells, assigns, or transfers any interest in this Note. Loan proceeds may be disbursed into a deposit account designated by Borrower and held by or for the benefit of Borrower ("Designated Borrower Account") or, for the purpose of satisfying in whole or in part a debt obligation of Borrower, to an account held by or for the benefit of a third party creditor designated by Borrower ("Designated Creditor Account"). Borrower is responsible for ensuring that all names and account, routing or other similar information provided by Borrower to Lender for any Designated Borrower Accounts or Designated Creditor Accounts (collectively, "Designated Accounts") are accurate and complete. Borrower agrees to hold Lender and any subsequent holder of the Note harmless for any alleged or actual loss, claim, fee or other damage or expense Borrower may suffer related to the failure of a Designated Account to receive such proceeds if such failure was the result (directly or indirectly) of any error in any name or account, routing or other similar information provided by Borrower to Lender. Borrower acknowledges that neither Lender nor any subsequent holder of the Note has any obligation to confirm or investigate the accuracy or completeness of the information Borrower has provided. Borrower further agrees that, if loan proceeds are rejected by any Designated Creditor Account, Lender may deliver loan proceeds into any Designated Borrower Account to satisfy Lender's obligation of loan proceed delivery. In all events under this section, interest will begin to accrue as of the date of issuance of the loan and not upon the actual receipt of proceeds by Borrower or any other designated third party, except that no interest will be due to the extent this Note is canceled as set forth in the Borrower Agreement. If Lender is unable to deliver any loan proceeds to any Designated Account after 14 days from the initial delivery attempt, the loan will be canceled and Borrower will not owe any interest on the loan. For avoidance of doubt, if partial loan proceeds (any amount above $0) are delivered to any Designated Account, then the loan will not be canceled. If Lender is only able to deliver partial loan proceeds to any Designated Account after 14 days, Lender will apply the undelivered portion to the outstanding balance in accordance with its normal payment application procedures. If Borrower elects to make payments by check, Borrower must send the check either by regular mail or by overnight mail or UPS delivery to Lockbox Services - #134268, LendingClub Corporation, 3440 Flair Dr., El Monte, CA 91731 or to the address designated by any subsequent holder of the Note. If the loan is assigned, Borrower must make payments to the address provided by the assignee. Borrower's payment method and any necessary authorization do not affect its obligation to pay when due all amounts payable on the Note, whether or not there are sufficient funds in the applicable deposit account. The foregoing authorization is in addition to, and not in limitation of, any rights of setoff Lender may have. Origination fee. If this loan is subject to an origination fee, such fee is deducted from the loan proceeds and paid to the Lender. Any origination fee of 5% or less of the initial loan amount is not refundable regardless of when, or if, the loan is paid in full. Any origination fee amount in excess of 5% of the initial loan amount is refundable on a prorated basis over the term of the loan when and if the loan is paid in full prior to its maturity date. A partial pre-payment will not result in the refund of any origination fee amount. Borrower acknowledges that the origination fee is considered part of the principal of Borrower's loan and is subject to the accrual of interest. Insufficient funds fee. If a payment is returned, dishonored, or fails due to insufficient funds in the deposit account Borrower has designated for making payments, Borrower will be charged a fee of $15, to the extent permitted by applicable law. An insufficient funds fee may be assessed no more than once for a single failed payment. Lender may, at its option, choose to resubmit such payments. In addition to the fee assessed under this Note, a fee may be assessed by the depository institution at which Borrower's deposit account is held. Late fee. If any part of a payment, other than a late fee assessed on a prior monthly payment, is more than 15 days late, a late fee may be charged in an amount equal to the greater of 5% of the outstanding payment or $15, to the extent permitted by applicable law. Only one late fee will be charged on each late payment. Any payment received after 11:00 A.M., Mountain Time, on a banking day may deemed received on the next succeeding banking day. Prepayments and Partial Payments. Borrower may prepay this loan or make any payment early, in whole or in part, without penalty or premium at any time. Any partial prepayment will be credited against the loan balance as described in the Payments section above. Any partial prepayment does not postpone the due date of any monthly payment, unless expressly agreed to in writing. If Borrower prepays this Note in part, Borrower agrees to continue to make regularly scheduled payments until all amounts due under this Note are paid. Any regularly scheduled monthly installment of principal and interest that is received by Lender before the date it is due shall be deemed to have been received on the due date solely for the purpose of calculating interest due. Lender may extend the time to make a payment without extending the time to make other payments, accept late or partial payments without waiving Lender's right to have future payments made when they are due, or waive any fee without losing the right to impose that fee when due in the future. Use of Funds. Borrower certifies that the proceeds of the loan will not be used for the purpose of purchasing or carrying any securities or to fund any illegal activity, or to fund any post-secondary educational expenses, including, but not limited to, tuition, fees, books, supplies, miscellaneous educational expenses, or room and board. Default. Borrower will be deemed in default (each, an "Event of Default") of Borrower's obligations under this Note if Borrower: (1) fails to pay timely any amount due on the loan; (2) files or has instituted against it or any joint applicant/co-borrower any bankruptcy or insolvency proceedings or make any assignment for the benefit of creditors; (3) commits fraud or makes any material misrepresentation in this Note, the Borrower Agreement or in any other documents, applications or related materials delivered to Lender in connection with its loan, or (4) has breached or otherwise fails to abide by the terms of this Note or the Borrower Agreement. Upon the occurrence of an Event of Default, Lender may exercise all remedies available under applicable law and this Note, including without limitation, accelerate all amounts owed on this Note and demand that Borrower immediately pay such amounts. Information Furnished to Credit Bureaus. Lender may report information about Borrower's account to credit bureaus. Should there be more than one Borrower, Lender may report that loan account to the credit bureaus in the names of all Borrowers. Late payments, missed payments, or other defaults on an account may be reflected in Borrower's credit report. Borrower agrees to pay all costs of collecting any delinquent payments, including reasonable attorneys' fees, as permitted by applicable law. Joint and Several Liability. The liability of any joint applicant/co-borrower to repay in full this loan is in addition to and not in lieu of the obligations of the primary Borrower to repay the loan in full. The joint applicant/co-borrower agrees to abide by the terms and conditions of this Note or any other agreements or documents provided or executed as part of the loan application process, as if an original signatory. Lender and its designees, successors, and assigns have sole discretion to proceed against any party responsible under this Note to recover all the amounts due under this Note. Further, Lender and its designees, successors, and assigns can accept instructions from either Borrower or the joint applicant/co-borrower, and can provide any notice or disclosure to either Borrower or the joint applicant/co-borrower, which shall be binding on and deemed simultaneously received by each. Loan Charges. If a law that applies to the Loan and sets maximum loan charges is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the Loan exceed the permitted limits, then: (a) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from Borrower that exceeded permitted limits will be refunded to Borrower. Lender may choose to make this refund by reducing the principal owed under this Note or by making a direct payment to Borrower. Electronic Transactions. BORROWER EXPRESSLY AGREES THAT THE NOTE IS A "TRANSFERABLE RECORD" FOR ALL PURPOSES UNDER THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT AND THE UNIFORM ELECTRONIC TRANSACTIONS ACT. Registration of Note Owners. Borrower has appointed Lender as its agent (in such capacity, the "Note Registrar") for the purpose of maintaining a book-entry system (the "Register") for recording the names and addresses of any future owner of beneficial interests in this Note (the "Note Owners") and the principal amounts and interest on this Note owing to each pursuant to the terms hereof from time to time. The person or persons identified as the Note Owners in the Register shall be treated as the owner(s) of this Note for purposes of receiving payment of principal and interest on such Note and for all other purposes. With respect to any transfer by a Note Owner of its beneficial interest in this Note, the right to payment of principal and interest on this Note shall not be effective until the transfer is recorded in the Register. Miscellaneous. Lender may, without notice to Borrower, assign all of its right, title and interest (or any portion thereof) in this Note to any other third party. Borrower understands, acknowledges and agrees that any assignee may sell, assign or transfer the Note and all associated documents and information related to the Note without Borrower's consent or delivery of notice (subject in each case to the registration requirement above). Borrower may not assign this Note without the prior written consent of Lender. This Note inures to the benefit of successors, permitted assigns, heirs and representatives of Borrower and Lender. Borrower hereby waives demand, notice of non-payment, protest, and all other notices or demands whatsoever, and hereby consents that without notice to and without releasing the liability of any party, the obligations evidenced by this Note may from time to time, in whole or part, be renewed, extended, modified, accelerated, compromised, settled, canceled (as provided for in the Borrower Agreement) or released by Lender. Borrower shall pay any and all government fees and taxes (including but not limited to stamp and documentary taxes) incurred in connection with the execution of this Note, the Borrower Agreement, or any other documents associated with the loan. Lender may choose, in its sole discretion, to collect from and remit on behalf of Borrower the amount of any such fees and taxes, and to add such amount to the principal balance of the loan. Amounts paid to others on Borrower's behalf in connection with loan origination are shown in the Truth in Lending disclosure corresponding to the loan. Any changes to this Note must be in writing signed by Borrower and Lender. Notices will be provided electronically to Borrower's account, unless Borrower has opted out of electronic delivery and then will be mailed to the addresses then on record. Notwithstanding the foregoing, Lender may correct any clerical error or omissions in this Note or in any related document. Lender will notify Borrower promptly of any such errors and the correction made promptly upon discovery. Borrower agrees that such correction will be effective as of the original date of this Note. Examples of clerical errors include, but are not limited to, calculation, transcription and printing errors. This Note is subject to the Arbitration Agreement in the Borrower Agreement between Lender and Borrower. If at any time after the date of this Note, any of the provisions of this Note shall be held by any court of competent jurisdiction or arbitrator to be illegal, void or unenforceable, and that decision is not overturned after any rights to appeal are exhausted, such provision shall be of no force and effect, but the illegality and unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provisions of this Note. Controlling Law. Lender is located in the State of Utah, this Note is executed and delivered in the State of Utah and is a contract made under the law of the State of Utah, and funds are disbursed from the State of Utah. The provisions of this Note will be governed by Federal laws and the laws of the State of Utah to the extent not preempted, without regard to any principle of conflicts of law that would require or permit the application of the laws of any other jurisdiction. STATE LAW NOTICES: CALIFORNIA RESIDENTS ONLY: A married applicant may apply for a separate account. If Lender takes any adverse action as defined by § 1785.3 of the California Civil Code and the adverse action is based, in whole or in part, on any information contained in a consumer credit report, Borrower has the right to obtain within 60 days a free copy of Borrower's consumer credit report from the consumer reporting agency who furnished the consumer credit report and from any other consumer credit reporting agency that compiles and maintains files on consumers on a nationwide basis. CALIFORNIA AND UTAH RESIDENTS: As required by California and Utah law, Borrower is hereby notified that a negative credit report reflecting on Borrower's credit record may be submitted to a credit reporting agency if Borrower fails to fulfill the terms of Borrower's credit obligations. KANSAS: NOTICE TO CONSUMER: 1. Do not sign this Note before you read it. 2. You are entitled to a copy of this Note. 3. You may prepay the unpaid balance at any time without penalty. MASSACHUSETTS RESIDENTS ONLY: Massachusetts law prohibits discrimination based upon marital status or sexual orientation. MISSOURI AND NEBRASKA RESIDENTS: ORAL LOAN AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF SUCH DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER(S) AND THE LENDER AND ANY HOLDER OF THIS NOTE FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. NEW JERSEY RESIDENTS: The section headings of the Note are a table of contents and not contract terms. Portions of this Note with references to actions taken to the extent of applicable law apply to acts or practices that New Jersey law permits or requires. In this Note, actions or practices (i) by which Lender is or may be permitted by "applicable law" are permitted by New Jersey law, and (ii) that may be or will be taken by Lender unless prohibited by "applicable law" are permitted by New Jersey law. NEW YORK, RHODE ISLAND and VERMONT RESIDENTS: Borrower understands and agrees that Lender may obtain a consumer credit report in connection with this application and in connection with any update, renewals for extension of any credit as a result of this application. If Borrower asks, Borrower will be informed whether or not such a report was obtained, and if so, the name and address of the agency that furnished the report. Borrower also understands and agrees that Lender may obtain a consumer credit report in connection with the review or collection of any loan made to Borrower as a result of this application or for other legitimate purposes related to such loans. OHIO RESIDENTS ONLY: The Ohio laws against discrimination require that all creditors make credit equally available to all credit-worthy customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with the law. WASHINGTON RESIDENTS ONLY: Oral agreements or oral commitments to loan money, extend credit, or to forbear from enforcing repayment of a debt are not enforceable under Washington law. WISCONSIN RESIDENTS ONLY: For married Wisconsin residents, Borrower's signature confirms that this loan obligation is being incurred in the interest of Borrower's marriage or family. No provision of any marital property agreement (pre-marital agreement), unilateral statement under § 766.59 of the Wisconsin statutes or court decree under § 766.70 adversely affects Lender's interest unless, prior to the time that the loan is approved, Lender is furnished with a copy of the marital property agreement, statement, or decree or have actual knowledge of the adverse provision. If this loan for which Borrower is applying is granted, Borrower will notify Lender if Borrower has a spouse who needs to receive notification that credit has been extended to Borrower. MEMBER ID OF BORROWER & CO-BORROWER (if any) 247569813 BY: LENDINGCLUB BANK, NATIONAL ASSOCIATION ATTORNEY-IN-FACT FOR BORROWER and CO-BORROWER (if any) (SIGNED ELECTRONICALLY) COPY OF AUTHORITATIVE DOCUMENT Borrower Agreement Last updated November, 2021. Please read this Borrower Agreement carefully and print or save a copy for future reference. This Borrower Agreement is between you ("you" and "your" mean you and each and every other borrower, including any joint applicant/co-borrower, who is obtaining a loan from us) and LendingClub Bank, National Association ("we," "us," "our," and "LendingClub"). If you request a loan from us, and if that request results in a loan that is approved and funded, then your loan will be governed by the terms of this Borrower Agreement and the Loan Agreement and Promissory Note, which is attached to this Borrower Agreement as Exhibit A (the "Loan Agreement"), as may be revised from time to time. The version of the Loan Agreement in effect when you make a loan request will apply to any loan made in response to that request, and any separate loan would be governed by the version of the Loan Agreement then in effect. By consenting to this Borrower Agreement, you are also agreeing to the Loan Agreement and authorizing us to complete the Loan Agreement as necessary to facilitate your loan request. This Borrower Agreement will terminate if your loan request is cancelled, withdrawn, or declined. BY ELECTRONICALLY SIGNING THIS BORROWER AGREEMENT, YOU HAVE SIGNIFIED YOUR AGREEMENT TO THESE TERMS. 1. Loan Terms. Your loan will have a principal balance in the amount set forth in the final Truth in Lending disclosure ("TIL Disclosure") and Loan Agreement corresponding to your loan. You agree and acknowledge that any preliminary loan disclosures made to you prior to the disbursement of loan proceeds may be revised based on the actual, initial principal balance of the loan. All loans are unsecured, fully-amortizing, closed-end loans for the term stated in your TIL Disclosure and Loan Agreement. Your obligations, including your obligation to repay principal and interest, are set forth in the TIL Disclosure and the Loan Agreement. Other fees and terms of the loan will also be set forth in the Loan Agreement. All payments are to be applied to your obligations as we determine in our sole discretion, except to the extent applicable law requires that we apply payments in a specific manner. 2. Limited Power of Attorney Grant. As a condition to receiving a loan from us, you hereby grant to us a limited power of attorney ("Power of Attorney") and appoint us as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to: • Complete and execute the Loan Agreement(s) in the form attached as Exhibit A that reflect the accepted terms set forth in each of your final TIL Disclosure(s) as such may be posted in response to your loan request(s) in the online account you have established, or will establish, with us ("Online Account"); • Agree to any changes necessary to correct any errors or omissions in any Loan Agreement(s) before or after execution; provided that notice is given to you; and • Otherwise act with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the exercise of such other powers above as fully to all intents and purposes as you might or could do in person. This Power of Attorney is limited solely to the purpose described above and will expire automatically upon the termination of this Borrower Agreement. You may revoke this Power of Attorney by contacting us at [email protected] or calling 888-596-3157 and cancelling your loan request; provided, however, if a loan request has been approved you must provide such notice before the loan proceeds are transferred to a Designated Account and before the Loan Agreement is executed on your behalf. The performance of any of the foregoing acts by us on your behalf will occur in the State of Utah. Once the Loan Agreement is signed by us or our designee acting as your attorney-in-fact, it is deemed executed on your behalf and shall be your valid and binding obligation thereafter. 3. Loan Consummation. YOU AGREE AND ACKNOWLEDGE THAT YOU ARE NOT OBLIGATED UNDER THE TERMS OF THE LOAN AGREEMENT, AND THE LOAN TRANSACTION BETWEEN YOU AND US IS NOT COMPLETED (I.E., CONSUMMATED), UNTIL YOUR LOAN HAS BEEN FUNDED. YOU ACKNOWLEDGE THAT WE ARE MATERIALLY RELYING UPON THIS UNDERSTANDING IN UNDERTAKING THE POTENTIAL ISSUANCE OF YOUR LOAN. 4. Information for Members of the Armed Forces and their Dependents. Federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36 percent. This rate must include, as applicable to the credit transaction or account: The costs associated with credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fee charged (other than certain participation fees for a credit card account). If you are a member of the Armed Forces, or a dependent of a member of the Armed Forces, you may call (844) 538-6754 to hear the preceding statement and certain payment-related information. 5. Use of Loan Proceeds. You agree that you will not use any loan proceeds: (i) to fund any post-secondary educational expenses, including, but not limited to, tuition, fees, books, supplies, miscellaneous educational expenses, or room and board; (ii) to fund any illegal activity or any other activity or use not otherwise allowed under this Borrower Agreement or the terms applicable to any products or services that we offer (each, a "Service"), including but not limited to all LendingClub websites and the subdomains thereof (collectively, the "Site") and the group of financial service technologies that LendingClub or any of its affiliates have developed to enable the services we facilitate or provide (collectively, the "LC Platform"); (iii) for the purpose of purchasing or carrying any securities; or (iv) for the purpose of investing, trading, or speculating in any currencies, including without limitation cryptocurrencies or digital currencies or any futures or derivatives thereof. You further acknowledge and agree that we may rely without independent verification on the accuracy, authenticity, and completeness of all information you provide to us and all representations you make to us. 6. Joint and Several Liability. The liability of any joint applicant/co-borrower under this Borrower Agreement and under the Loan Agreement is in addition to and not in lieu of the obligations of the primary borrower. The joint applicant/co-borrower agrees to abide by the terms and conditions of this Borrower Agreement, the Loan Agreement, and any other agreements and documents provided or executed as part of the loan application process, as if an original signatory. We (and our designees, successors, and assigns) have sole discretion to proceed, at any time, against any party responsible under this Borrower Agreement. Further, we (and our designees, successors, and assigns) can accept instructions from either you or the joint applicant/co-borrower, and can provide any notice or disclosure to either you or the joint applicant/co-borrower, which shall be binding on and deemed simultaneously received by each. 7. Consent for Communications. You expressly consent and agree to receive communications (including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system) from us, our affiliates, successors and assigns, and designated third-party service providers acting on our behalf regarding any loan or account application that you submit or attempt to submit to us, any loan that you obtain from or through us, and any account that you establish with us, at any telephone number that you provide to us or that we can reasonably associate with you (through skip trace, caller ID capture or other means), now and in the future, including cellular telephone numbers. You agree to notify us if any telephone number associated with any such application, loan, or account, changes or is reassigned to a new subscriber. You certify that you are authorized to provide this consent because you are either the subscriber of the telephone number you provide or a non-subscriber customary user with authority to provide this consent. Standard communication rates, fees, and charges from your telephone service provider may apply. You agree that we may monitor and record any communications between you and us for quality assurance and other permitted business purposes. You understand and agree that we may always communicate with you in any manner allowed by law that does not require your consent. 8. Assignment; Servicing; Registration. We may sell, assign, or transfer this Borrower Agreement and the Loan Agreement, or any of our rights under this Borrower Agreement or the Loan Agreement, in whole or in part at any time. You understand, acknowledge and agree that a third-party assignee may further sell, assign or transfer your Loan Agreement and all associated documents and information related to the Loan Agreement in whole or in part at any time, without your consent or notice to you (subject to applicable law and the registration requirement below). You further understand and agree that we and any assignee of the Loan Agreement may share account information with any servicer or sub-servicer. You may not assign, transfer, sublicense or otherwise delegate your rights or obligations under this Borrower Agreement or any Loan Agreement to another person without our prior written consent. Any such assignment, transfer, sublicense or delegation in violation of this section 8 shall be null and void. Subject to applicable law, we may delegate servicing of any loan you obtain to another entity in our sole discretion without notice, and any subsequent holder of the Loan Agreement may act as servicer of any loan that you obtain, and may delegate servicing to another entity in its sole discretion without notice. You hereby appoint us as your agent (in such capacity, the "Note Registrar") for the purpose of maintaining a book-entry system (the "Register") for recording the names and addresses of any owner of beneficial interests in this Note (the "Note Owners") and the principal amounts and interest on this Note owing to each pursuant to the terms hereof from time to time. The person or persons identified as the Note Owners in the Register shall be treated as the owner(s) of this Note for purposes of receiving payment of principal and interest on such Note and for all other purposes. With respect to any transfer by a Note Owner of its beneficial interest in this Note, the right to payment of principal and interest on this Note shall not be effective until the transfer is recorded in the Register. 9. Entire Agreement. This Borrower Agreement, together with any corresponding Loan Agreement, the Application Terms and Conditions, any other document provided or executed as part of the loan application process, represent the entire agreement between you and us regarding the subject matter hereof and supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and us with respect to your loan request and loan. 10. Electronic Transactions. THIS BORROWER AGREEMENT IS FULLY SUBJECT TO YOUR CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES. 11. Notices. Unless we state otherwise in this Borrower Agreement, all notices to be provided to us under this Borrower Agreement must be sent to us at LendingClub Bank, N.A., 595 Market Street, Suite 200, San Francisco, California 94105, Attention: Legal Department. All notices and other communications from us to you hereunder may be given by email to your registered email address or posted in your Online Account, and shall be deemed to have been duly given and effective upon transmission. You acknowledge that you have control of such email account and your Online Account, and that communications from us may contain sensitive, confidential, and collections-related communications. If your registered email address changes, you must notify us of the change by sending an email to [email protected] or calling 888-596-3157. You also agree to update your registered residence address and telephone number if they change, which you may do in your Online Account. You acknowledge and agree that, if your loan is assigned, you must notify your loan servicer of any changes to your contact information. 12. NO WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS BORROWER AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 13. LIMITATION ON LIABILITY. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, WE MAKE NO REPRESENTATION OR WARRANTY TO YOU REGARDING THE EFFECT THAT THIS BORROWER AGREEMENT MAY HAVE UPON YOUR FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY. 14. Controlling Law. We are located in the State of Utah, this Borrower Agreement is entered into in the State of Utah and is a contract made under the law of the State of Utah, and funds for loans are disbursed from the State of Utah. The provisions of this Borrower Agreement will be governed by Federal laws and the laws of the State of Utah to the extent not preempted, without regard to any principle of conflicts of laws that would require or permit the application of the laws of any other jurisdiction. 15. Miscellaneous. The parties acknowledge that there are no third-party beneficiaries to this Borrower Agreement. Any waiver of a breach of any provision of this Borrower Agreement will not be a waiver of any other subsequent breach. Failure or delay by either party to enforce any term or condition of this Borrower Agreement will not constitute a waiver of such term or condition. Without limiting the foregoing, we may extend the time to make a payment without extending the time to make other payments, accept late or partial payments without waiving our right to have future payments made when they are due, or waive any fee without losing the right to impose that fee when due in the future. If at any time after the date of this Borrower Agreement, any of the provisions of this Borrower Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality and unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provisions of this Borrower Agreement. The headings in this Borrower Agreement are for reference purposes only and shall not affect the interpretation of this Borrower Agreement in any way. You acknowledge and agree that this Borrower Agreement, including Section 16 below, shall apply to any assignee or subsequent holder of the loan. 16. Arbitration Agreement. RESOLUTION OF DISPUTES: PLEASE READ THIS PROVISION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW LEGAL CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, IF YOU DO NOT OPT OUT OF THIS ARBITRATION AGREEMENT AS PROVIDED IN SECTION 16(b) BELOW. IF YOU ARE A "COVERED BORROWER" AS DEFINED BY THE MILITARY LENDING ACT (32 C.F.R. § 232, AS AMENDED FROM TIME TO TIME), THIS SECTION 16 (ARBITRATION AGREEMENT) IS NOT APPLICABLE TO YOU AND YOU DO NOT NEED TO TAKE FURTHER ACTION TO OPT OUT. FOR PURPOSES OF THIS SECTION 16 (ARBITRATION AGREEMENT), THE TERMS "WE," "US," AND "OUR" INCLUDE LENDINGCLUB BANK, NATIONAL ASSOCIATION, LEANINGCLUB CORPORATION, AND/OR THEIR RESPECTIVE AFFILIATES, RELATED PERSONS OR ENTITIES, AND ANY PREDECESSORS AND SUCCESSORS IN INTEREST; ANY SUBSEQUENT HOLDER OF ANY LOAN YOU OBTAIN; AND ANY ASSIGNEE OF ANY CORRESPONDING LOAN AGREEMENT. YOU AND WE ACKNOWLEDGE THAT WE AND YOU HAVE A RIGHT TO LITIGATE CLAIMS IN COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF EITHER WE OR YOU ELECTS TO HAVE A DISPUTE DECIDED THROUGH ARBITRATION PURSUANT TO THIS ARBITRATION AGREEMENT. YOU AND WE NEVERTHELESS HEREBY KNOWINGLY AND VOLUNTARILY WAIVE OUR RIGHTS TO LITIGATE CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY EITHER YOU OR US. a. You and We Agree to Arbitrate Disputes Between Us. Either you or we may, at either's sole election, require that the sole and exclusive forum for resolution of a Claim be final and binding arbitration pursuant to this Section 16 ("Arbitration Agreement"), unless you opt out as provided in Section 16(b) below. We agree not to invoke our right to arbitrate an individual Claim; you may bring it in small claims court, so long as the Claim remains in such court and advances only on an individual (non-class, non-representative) basis and seeks relief only applicable to you. As used in this Arbitration Agreement, "Claim" shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us (or persons claiming through or connected with us), on the other hand, relating to or arising out of the Borrower Agreement, the Loan Agreement, any Service (including but not limited to the Site and the LC Platform), any loan application, loan request, or loan, and/or the activities or relationships that involve, lead to, or result from any of the foregoing. Claims are subject to arbitration regardless of whether they arise from contract, tort (intentional or otherwise), a constitution, statute, common law, principles of equity, or any other legal theory. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Agreement is to be given the broadest possible interpretation that is enforceable. Your agreement to the Borrower Agreement is made pursuant to a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1, et seq., governs the interpretation and enforcement of this Arbitration Agreement. b. Opt Out Procedure. You may opt out of this Arbitration Agreement for all purposes by sending an arbitration opt-out notice to LendingClub Bank, N.A., 595 Market Street, Suite 200, San Francisco, California 94105, Attention: Legal Department, which is received at the specified address within 30 days of the date of your electronic acceptance of the Borrower Agreement. The opt-out notice must clearly state that you are rejecting arbitration; identify the Borrower Agreement to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send an opt-out notice by mail, delivery service (e.g., UPS, FedEx), or courier as long as it is received at the specified address within the specified time. No other methods can be used to opt out of this Arbitration Agreement. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt-out notice on your behalf. If you opt out of this Arbitration Agreement, all other parts of the Borrower Agreement will continue to apply. c. Pre-Arbitration Notice of Dispute. If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Before filing any claim in arbitration, you may notify us of a Claim or dispute you may have by sending an email to [email protected] at any time, or by calling (888) 596-3157 from Mon-Fri 6:00 AM to 5:00 PM PT and Sat 8:00 AM to 5:00 PM PT. d. Arbitration Procedures. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator or arbitrators instead of a judge or jury, and court review of an arbitration award is very limited. The arbitrator(s) can award the same damages or other types of relief on an individual basis that a court could under applicable law, subject to the limitations set forth in this Arbitration Agreement. All issues are for the arbitrator(s) to decide, except issues relating to arbitrability, the scope or enforceability of this Arbitration Agreement, or the interpretation or enforceability of Section 16(f) below (Prohibition of Class and Representative Actions and Non-Individualized Relief) shall be for a court of competent jurisdiction to decide. The party initiating arbitration shall do so with the American Arbitration Association (the "AAA") or JAMS. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent such rules or policies conflict with this Arbitration Agreement or any countervailing applicable law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit JAMS's web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Agreement, this Arbitration Agreement shall control, subject to countervailing applicable law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. If the value of the relief sought is $10,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator(s) requires otherwise. Except to the extent preempted, superseded, or supplemented by Federal law, the arbitrator(s) will apply the substantive law of the State of Utah, without regard to principles of conflicts of law, to any dispute or Claim in arbitration, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall take steps to reasonably protect confidential information. The award of the arbitrator(s) shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. e. Costs of Arbitration. If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing applicable law, if contrary to the administrator's rules. We shall pay the administrator's hearing fees for up to one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, you request that we pay them and we agree to do so, or you are able to demonstrate to the arbitrator(s) that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by countervailing applicable law. f. Prohibition of Class and Representative Actions and Non-Individualized Relief. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS A PRIVATE ATTORNEY GENERAL ACTION ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED OR COULD HAVE BEEN ASSERTED IN COURT ON A PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. YOU AND WE ALSO AGREE NOT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION AGAINST US OR YOU. UNLESS CONSENTED TO IN WRITING BY ALL PARTIES TO THE ARBITRATION: (1) NO PARTY TO THE ARBITRATION MAY JOIN, CONSOLIDATE, OR OTHERWISE BRING CLAIMS FOR OR ON BEHALF OF TWO OR MORE INDIVIDUALS OR ENTITIES IN THE SAME ARBITRATION UNLESS THOSE PERSONS OR ENTITIES ARE PARTIES TO A SINGLE TRANSACTION, AND (2) AN AWARD IN ARBITRATION SHALL DETERMINE THE RIGHTS AND OBLIGATIONS OF THE NAMED PARTIES ONLY, AND ONLY WITH RESPECT TO THE CLAIMS IN ARBITRATION, AND SHALL NOT (A) DETERMINE THE RIGHTS, OBLIGATIONS, OR INTERESTS OF ANYONE OTHER THAN A NAMED PARTY, OR RESOLVE ANY CLAIM OF ANYONE OTHER THAN A NAMED PARTY; NOR (B) MAKE AN AWARD FOR THE BENEFIT OF, OR AGAINST, ANYONE OTHER THAN A NAMED PARTY. NO ADMINISTRATOR OR ARBITRATOR SHALL HAVE THE POWER OR AUTHORITY TO WAIVE, MODIFY, OR FAIL TO ENFORCE THIS SECTION 16(F), AND ANY ATTEMPT TO DO SO, WHETHER BY RULE, POLICY, ARBITRATION DECISION OR OTHERWISE, SHALL BE INVALID AND UNENFORCEABLE. ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 16(F) SHALL BE DETERMINED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION AND NOT BY THE ADMINISTRATOR OR ANY ARBITRATOR. g. Survival and Severability. This Arbitration Agreement shall survive (i) the suspension, termination, revocation, closure of, or amendments to, the Borrower Agreement, Loan Agreement, and/or the relationship between you and us; (ii) the bankruptcy or insolvency of you or us or any other person; and (iii) any transfer or assignment of any loan or Loan Agreement(s) or any other promissory note(s) which you owe, or any amounts owed on such loans or notes, to any other person or entity. If any portion of this Arbitration Agreement other than Section 16(f) is deemed invalid or unenforceable, the remaining portions of this Arbitration Agreement shall nevertheless remain valid and in force. If a court decides that any of the provisions of Section 16(f) above is invalid or unenforceable because it would prevent the exercise of a nonwaivable right to pursue public injunctive relief and that decision is not overturned after any rights to appeal are exhausted, then any dispute regarding the entitlement to such relief (and only that form of relief) must be severed from arbitration and may be litigated in court. Also, if a court decides that any of the provisions of Section 16(f) above is invalid or unenforceable for any other reason and that decision is not overturned after any rights to appeal are exhausted, then any dispute or Claim that may not be arbitrated in accordance with the provisions of Section 16(f) that are held to be invalid or unenforceable must be severed from arbitration and may be litigated in court. For the sake of clarity, in no event shall any court decision finding a provision of Section 16(f) invalid or unenforceable be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Agreement. 17. Loan Cancellation. YOU MAY CANCEL THE LOAN AGREEMENT AT ANY TIME UP TO MIDNIGHT PACIFIC TIME OF THE FIFTH CALENDAR DAY AFTER THE LOAN HAS BEEN FUNDED OR, IF THE FIFTH CALENDAR DAY IS A SUNDAY OR IS DEEMED A HOLIDAY BY US, MIDNIGHT PACIFIC TIME OF THE NEXT BUSINESS DAY FOLLOWING SUCH SUNDAY OR HOLIDAY. YOUR LOAN AGREEMENT MAY BE CANCELLED BY TELEPHONE AT THE PHONE NUMBER BELOW BETWEEN THE HOURS OF 5:00 AM TO 5:00 PM PACIFIC TIME, MONDAY THROUGH FRIDAY AND 8:00 AM TO 5:00 PM PACIFIC TIME SATURDAYS, EXCEPT FOR DAYS DEEMED HOLIDAYS BY US, OR VIA EMAIL AT THE ADDRESS BELOW. CANCELLATION OUTSIDE OF NORMAL BUSINESS HOURS CAN ONLY BE MADE VIA EMAIL. CANCELLATION BY EMAIL WILL BE DETERMINED BY THE TIME & STAMP ON THE EMAIL AS IT APPEARS IN OUR OR OUR AGENT'S INBOX. IF YOU DECIDE TO CANCEL, ALL LOAN PROCEEDS WILL BE WITHDRAWN FROM YOUR ACCOUNT WITHIN TEN (10) BUSINESS DAYS AFTER WE RECEIVE NOTICE OF YOUR LOAN CANCELLATION. IF WE OR OUR AGENTS CANNOT WITHDRAW THE FULL AMOUNT FROM YOUR BANK ACCOUNT AND YOU DO NOT OTHERWISE RETURN THE LOAN PROCEEDS WITHIN THE TEN (10) BUSINESS DAY PERIOD REFERENCED ABOVE, YOU WILL STILL BE RESPONSIBLE FOR PERFORMANCE OF ALL OBLIGATIONS UNDER THE BORROWER AGREEMENT AND THE LOAN AGREEMENT, INCLUDING BUT NOT LIMITED TO PAYMENT OF ANY FEES, INTEREST, AND PRINCIPAL OF THE LOAN. YOU MAY CANCEL THE LOAN AGREEMENT BY CONTACTING US AT [email protected] OR CALLING 888-596-3157. IN OUR SOLE DISCRETION, WE MAY TERMINATE THIS BORROWER AGREEMENT, AND ANY RELATED LOAN AGREEMENT, FOR ANY REASON PRIOR TO THE FUNDING OF YOUR LOAN Exhibit A Loan Agreement and Promissory Note Borrower Member ID: _______________________________________________ Joint Applicant/Co-Borrower Member ID: $_____________________ In this Loan Agreement and Promissory Note (the "Note"), the word "Borrower" refers to each borrower and joint applicant/co-borrower named above or otherwise obligated under this Note. The word "Lender" refers to LendingClub Bank, National Association, and any subsequent holder of this Note. For value received, Borrower promises to pay to the order of Lender the principal sum of ________ ($_ ) Dollars with interest as set forth below. Borrower intends to be legally bound by this Note. Borrower has read, understood, and agreed to all of the terms of this Note. Interest Rate. This Note bears interest during each calendar month from the date hereof until paid in full, at a fixed rate of (%) per annum (the "Interest Rate"). Interest will begin to accrue as of the date the loan proceeds are disbursed. After maturity, the unpaid balance of the principal will earn interest at the same fixed rate. Interest Calculation Method. Interest is calculated daily on the basis of a 360-day year with 12 months each of which is 30 days (or 30/360) long, regardless if a month has more or fewer than 30 days. This Note shall bear interest on any overdue installment of principal and, to the extent permitted by applicable law, on any overdue installment of interest, at the Interest Rate as calculated above. Payments. Principal and interest are to be paid during and throughout the period of _________ months in the following manner: Payments of principal and interest in the amount of ______________ ($______) Dollars are to be made by Borrower to Lender commencing , 20__, and on the same day of each successive month thereafter until , 20_, when the full amount of unpaid principal, together with unpaid accrued interest is due and payable. If the monthly anniversary is on the 29th, 30th, or 31st of the month, and the following month does not have a 29th, 30th, or 31st day, the monthly payment will be due on the last day of the month in which the payment was due. Borrower's last payment might be of a different amount, which could be higher than the monthly installment amounts, to adjust for rounding and/or due to calculation of daily interest charges in certain instances such as a payment due date change or Borrower making a payment after the payment due date. If any late charges or other fees and charges due to Lender have not been paid, as described further below, Borrower will also owe Lender additional amounts for those fees and charges. In such cases, the amount of the last monthly payment will be adjusted by the amount necessary to repay the loan in full. Borrower must pay Lender in U.S. dollars using a check or electronic debit that is drawn on and honored by a bank in the United States. Borrower may not make payments in cash. Borrower agrees that Lender can accept late or partial payments, or payments marked "paid in full" or other restrictive endorsements, without losing its rights. Borrower may have designated an account from which to pay the amount of each payment due on each due date by ACH transfer. Borrower acknowledges that such authorization is assignable by Lender or any subsequent holder of the Note in the event that Lender or any subsequent holder of the Note sells, assigns, or transfers any interest in this Note. Loan proceeds may be disbursed into a deposit account designated by Borrower and held by or for the benefit of Borrower ("Designated Borrower Account") or, for the purpose of satisfying in whole or in part a debt obligation of Borrower, to an account held by or for the benefit of a third party creditor designated by Borrower ("Designated Creditor Account"). Borrower is responsible for ensuring that all names and account, routing or other similar information provided by Borrower to Lender for any Designated Borrower Accounts or Designated Creditor Accounts (collectively, "Designated Accounts") are accurate and complete. Borrower agrees to hold Lender and any subsequent holder of the Note harmless for any alleged or actual loss, claim, fee or other damage or expense Borrower may suffer related to the failure of a Designated Account to receive such proceeds if such failure was the result (directly or indirectly) of any error in any name or account, routing or other similar information provided by Borrower to Lender. Borrower acknowledges that neither Lender nor any subsequent holder of the Note has any obligation to confirm or investigate the accuracy or completeness of the information Borrower has provided. Borrower further agrees that, if loan proceeds are rejected by any Designated Creditor Account, Lender may deliver loan proceeds into any Designated Borrower Account to satisfy Lender's obligation of loan proceed delivery. In all events under this section, interest will begin to accrue as of the date of issuance of the loan and not upon the actual receipt of proceeds by Borrower or any other designated third party, except that no interest will be due to the extent this Note is canceled as set forth in the Borrower Agreement. If Lender is unable to deliver any loan proceeds to any Designated Account after 14 days from the initial delivery attempt, the loan will be canceled and Borrower will not owe any interest on the loan. For avoidance of doubt, if partial loan proceeds (any amount above $0) are delivered to any Designated Account, then the loan will not be canceled. If Lender is only able to deliver partial loan proceeds to any Designated Account after 14 days, Lender will apply the undelivered portion to the outstanding balance in accordance with its normal payment application procedures. If Borrower elects to make payments by check, Borrower must send the check either by regular mail or by overnight mail or UPS delivery to Lockbox Services - #134268, LendingClub Corporation, 3440 Flair Dr., El Monte, CA 91731 or to the address designated by any subsequent holder of the Note. If the loan is assigned, Borrower must make payments to the address provided by the assignee. Borrower's payment method and any necessary authorization do not affect its obligation to pay when due all amounts payable on the Note, whether or not there are sufficient funds in the applicable deposit account. The foregoing authorization is in addition to, and not in limitation of, any rights of setoff Lender may have. Origination fee. If this loan is subject to an origination fee, such fee is deducted from the loan proceeds and paid to the Lender. Any origination fee of 5% or less of the initial loan amount is not refundable regardless of when, or if, the loan is paid in full. Any origination fee amount in excess of 5% of the initial loan amount is refundable on a prorated basis over the term of the loan when and if the loan is paid in full prior to its maturity date. A partial pre-payment will not result in the refund of any origination fee amount. Borrower acknowledges that the origination fee is considered part of the principal of Borrower’s loan and is subject to the accrual of interest. Insufficient funds fee. If a payment is returned, dishonored, or fails due to insufficient funds in the deposit account Borrower has designated for making payments, Borrower will be charged a fee of $15, to the extent permitted by applicable law. An insufficient funds fee may be assessed no more than once for a single failed payment. Lender may, at its option, choose to resubmit such payments. In addition to the fee assessed under this Note, a fee may be assessed by the depository institution at which Borrower’s deposit account is held. Late fee. If any part of a payment, other than a late fee assessed on a prior monthly payment, is more than 15 days late, a late fee may be charged in an amount equal to the greater of 5% of the outstanding payment or $15, to the extent permitted by applicable law. Only one late fee will be charged on each late payment. Any payment received after 11:00 A.M., Mountain Time, on a banking day may deemed received on the next succeeding banking day. Prepayments and Partial Payments. Borrower may prepay this loan or make any payment early, in whole or in part, without penalty or premium at any time. Any partial prepayment will be credited against the loan balance as described in the Payments section above. Any partial prepayment does not postpone the due date of any monthly payment, unless expressly agreed to in writing. If Borrower prepays this Note in part, Borrower agrees to continue to make regularly scheduled payments until all amounts due under this Note are paid. Any regularly scheduled monthly installment of principal and interest that is received by Lender before the date it is due shall be deemed to have been received on the due date solely for the purpose of calculating interest due. Lender may extend the time to make a payment without extending the time to make other payments, accept late or partial payments without waiving Lender’s right to have future payments made when they are due, or waive any fee without losing the right to impose that fee when due in the future. Use of Funds. Borrower certifies that the proceeds of the loan will not be used for the purpose of purchasing or carrying any securities or to fund any illegal activity, or to fund any post-secondary educational expenses, including, but not limited to, tuition, fees, books, supplies, miscellaneous educational expenses, or room and board. Default. Borrower will be deemed in default (each, an "Event of Default") of Borrower’s obligations under this Note if Borrower: (1) fails to pay timely any amount due on the loan; (2) files or has instituted against it or any joint applicant/co-borrower any bankruptcy or insolvency proceedings or make any assignment for the benefit of creditors; (3) commits fraud or makes any material misrepresentation in this Note, the Borrower Agreement or in any other documents, applications or related materials delivered to Lender in connection with its loan, or (4) has breached or otherwise fails to abide by the terms of this Note or the Borrower Agreement. Upon the occurrence of an Event of Default, Lender may exercise all remedies available under applicable law and this Note, including without limitation, accelerate all amounts owed on this Note and demand that Borrower immediately pay such amounts. Information Furnished to Credit Bureaus. Lender may report information about Borrower’s account to credit bureaus. Should there be more than one Borrower, Lender may report that loan account to the credit bureaus in the names of all Borrowers. Late payments, missed payments, or other defaults on an account may be reflected in Borrower’s credit report. Borrower agrees to pay all costs of collecting any delinquent payments, including reasonable attorneys’ fees, as permitted by applicable law. Joint and Several Liability. The liability of any joint applicant/co-borrower to repay in full this loan is in addition to and not in lieu of the obligations of the primary Borrower to repay the loan in full. The joint applicant/co-borrower agrees to abide by the terms and conditions of this Note or any other agreements or documents provided or executed as part of the loan application process, as if an original signatory. Lender and its designees, successors, and assigns have sole discretion to proceed against any party responsible under this Note to recover all the amounts due under this Note. Further, Lender and its designees, successors, and assigns can accept instructions from either Borrower or the joint applicant/co-borrower, and can provide any notice or disclosure to either Borrower or the joint applicant/co-borrower, which shall be binding on and deemed simultaneously received by each. Loan Charges. If a law that applies to the Loan and sets maximum loan charges is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the Loan exceed the permitted limits, then: (a) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from Borrower that exceeded permitted limits will be refunded to Borrower. Lender may choose to make this refund by reducing the principal owed under this Note or by making a direct payment to Borrower. Electronic Transactions. BORROWER EXPRESSLY AGREES THAT THE NOTE IS A "TRANSFERABLE RECORD" FOR ALL PURPOSES UNDER THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT AND THE UNIFORM ELECTRONIC TRANSACTIONS ACT. Registration of Note Owners. Borrower has appointed Lender as its agent (in such capacity, the "Note Registrar") for the purpose of maintaining a book-entry system (the "Register") for recording the names and addresses of any future owner of beneficial interests in this Note (the "Note Owners") and the principal amounts and interest on this Note owing to each pursuant to the terms hereof from time to time. The person or persons identified as the Note Owners in the Register shall be treated as the owner(s) of this Note for purposes of receiving payment of principal and interest on such Note and for all other purposes. With respect to any transfer by a Note Owner of its beneficial interest in this Note, the right to payment of principal and interest on this Note shall not be effective until the transfer is recorded in the Register. Miscellaneous. Lender may, without notice to Borrower, assign all of its right, title and interest (or any portion thereof) in this Note to any other third party. Borrower understands, acknowledges and agrees that any assignee may sell, assign or transfer the Note and all associated documents and information related to the Note without Borrower's consent or delivery of notice (subject in each case to the registration requirement above). Borrower may not assign this Note without the prior written consent of Lender. This Note inures to the benefit of successors, permitted assigns, heirs and representatives of Borrower and Lender. Borrower hereby waives demand, notice of non-payment, protest, and all other notices or demands whatsoever, and hereby consents that without notice to and without releasing the liability of any party, the obligations evidenced by this Note may from time to time, in whole or part, be renewed, extended, modified, accelerated, compromised, settled, canceled (as provided for in the Borrower Agreement) or released by Lender. Borrower shall pay any and all government fees and taxes (including but not limited to stamp and documentary taxes) incurred in connection with the execution of this Note, the Borrower Agreement, or any other documents associated with the loan. Lender may choose, in its sole discretion, to collect from and remit on behalf of Borrower the amount of any such fees and taxes, and to add such amount to the principal balance of the loan. Amounts paid to others on Borrower's behalf in connection with loan origination are shown in the Truth in Lending disclosure corresponding to the loan. Any changes to this Note must be in writing signed by Borrower and Lender. Notices will be provided electronically to Borrower's account, unless Borrower has opted out of electronic delivery and then will be mailed to the addresses then on record. Notwithstanding the foregoing, Lender may correct any clerical error or omissions in this Note or in any related document. Lender will notify Borrower promptly of any such errors and the correction made promptly upon discovery. Borrower agrees that such correction will be effective as of the original date of this Note. Examples of clerical errors include, but are not limited to, calculation, transcription and printing errors. This Note is subject to the Arbitration Agreement in the Borrower Agreement between Lender and Borrower. If at any time after the date of this Note, any of the provisions of this Note shall be held by any court of competent jurisdiction or arbitrator to be illegal, void or unenforceable, and that decision is not overturned after any rights to appeal are exhausted, such provision shall be of no force and effect, but the illegality and unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provisions of this Note. Controlling Law. Lender is located in the State of Utah, this Note is executed and delivered in the State of Utah and is a contract made under the law of the State of Utah, and funds are disbursed from the State of Utah. The provisions of this Note will be governed by Federal laws and the laws of the State of Utah-to the extent not preempted, without regard to any principle of conflicts of law that would require or permit the application of the laws of any other jurisdiction. STATE LAW NOTICES: CALIFORNIA RESIDENTS ONLY: A married applicant may apply for a separate account. If Lender takes any adverse action as defined by § 1785.3 of the California Civil Code and the adverse action is based, in whole or in part, on any information contained in a consumer credit report, Borrower has the right to obtain within 60 days a free copy of Borrower's consumer credit report from the consumer reporting agency who furnished the consumer credit report and from any other consumer credit reporting agency that complies and maintains files on consumers on a nationwide basis. CALIFORNIA AND UTAH RESIDENTS: As required by California and Utah law, Borrower is hereby notified that a negative credit report reflecting on Borrower's credit record may be submitted to a credit reporting agency if Borrower fails to fulfill the terms of Borrower's credit obligations. KANSAS: NOTICE TO CONSUMER: 1. Do not sign this Note before you read it. 2. You are entitled to a copy of this Note. 3. You may prepay the unpaid balance at any time without penalty. MASSACHUSETTS RESIDENTS ONLY: Massachusetts law prohibits discrimination based upon marital status or sexual orientation. MISSOURI AND NEBRASKA RESIDENTS: ORAL LOAN AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF SUCH DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER(S) AND THE LENDER AND ANY HOLDER OF THIS NOTE FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. NEW JERSEY RESIDENTS: The section headings of the Note are a table of contents and not contract terms. Portions of this Note with references to actions taken to the extent of applicable law apply to acts or practices that New Jersey law permits or requires. In this Note, actions or practices (i) by which Lender is or may be permitted by "applicable law" are permitted by New Jersey law, and (ii) that may be or will be taken by Lender unless prohibited by "applicable law" are permitted by New Jersey law. NEW YORK, RHODE ISLAND and VERMONT RESIDENTS: Borrower understands and agrees that Lender may obtain a consumer credit report in connection with this application and in connection with any update, renewals for extension of any credit as a result of this application. If Borrower asks, Borrower will be informed whether or not such a report was obtained, and if so, the name and address of the agency that furnished the report. Borrower also understands and agrees that Lender may obtain a consumer credit report in connection with the review or collection of any loan made to Borrower as a result of this application or for other legitimate purposes related to such loans. OHIO RESIDENTS ONLY: The Ohio laws against discrimination require that all creditors make credit equally available to all credit-worthy customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with the law. WASHINGTON RESIDENTS ONLY: Oral agreements or oral commitments to loan money, extend credit, or to forbear from enforcing repayment of a debt are not enforceable under Washington law. WISCONSIN RESIDENTS ONLY: For married Wisconsin residents, Borrower's signature confirms that this loan obligation is being incurred in the interest of Borrower's marriage or family. No provision of any marital property agreement (pre-marital agreement), unilateral statement under § 766.59 of the Wisconsin statutes or court decree under § 766.70 adversely affects Lender's interest unless, prior to the time that the loan is approved, Lender is furnished with a copy of the marital property agreement, statement, or decree or have actual knowledge of the adverse provision. If this loan for which Borrower is applying is granted, Borrower will notify Lender if Borrower has a spouse who needs to receive notification that credit has been extended to Borrower. MEMBER ID OF BORROWER & CO-BORROWER (if any) BY: LENDINGCLUB BANK, NATIONAL ASSOCIATION ATTORNEY-IN-FACT FOR BORROWER and CO-BORROWER (if any) (SIGNED ELECTRONICALLY) Authorization for Automatic Payments Last updated July 22, 2021 Please read this Authorization carefully and print or save a copy for future reference. In this Authorization for Automatic Payments ("Authorization"), the words "you" and "your" mean any person authorizing us to initiate a series of transactions to such person’s deposit account through an electronic funds transfer system. The words "we," "us," and "our" mean LendingClub Bank, National Association ("LendingClub Bank"), and its affiliates, successors and assigns, and designated third-party service providers acting on its behalf. This Authorization is effective (1) only if you obtain, or have obtained, a loan made by LendingClub Bank, or a loan made by WebBank and serviced by LendingClub Corporation or any affiliate thereof, and (2) only with respect to the specific loan in relation to which you are providing your authorization herein (the "Loan"). If you are accessing this Authorization in connection with your application for the Loan, and your Loan proceeds have not yet been disbursed, you hereby authorize us to initiate a series of recurring charges to the deposit account you have designated in the online Loan application portal, every month beginning one month after your Loan proceeds are disbursed, in the amounts and on the dates disclosed in the final Truth in Lending disclosure and promissory note(s) corresponding to the Loan, and continuing until the earlier of the date the Loan is paid in full or the recurring ACH charges are cancelled by you, by your depository institution, or by us. If you are accessing this Authorization after your Loan proceeds have been disbursed, either from within the online account that you have established with us ("Online Account") or by using another electronic method (including but not limited to electronic mail, SMS text, or web chat), you hereby authorize us to initiate a series of recurring charges every month to the deposit account that you designated through your Online Account or otherwise, in the amounts and on the dates displayed or otherwise communicated to you in relation to this Authorization, and continuing until the earlier of the date the Loan is paid in full or the recurring ACH charges are cancelled by you, by your depository institution, or by us. You understand and agree that these charges may be made to your deposit account on the next business day after any ACH payment date that falls on a weekend, holiday, or other day when we or other depository institutions are not open for business. You also understand and agree that recurring charges may vary in amount, and may include principal, interest, and any fees incurred. We will provide electronic notice for all recurring charges that will vary in amount from one month to the next, at least ten (10) calendar days in advance of each charge. You also authorize us to (1) apply the funds we receive in payment of your Loan, (2) provide a copy of this Authorization to your depository institution upon its request, (3) initiate electronic credit entries at any time to pay any amounts we may owe you, and (4) verify and correct information about your deposit account with your depository institution if any information is missing or incorrect. You agree to help us verify your deposit account information upon request, by providing a voided check, deposit slip, and other assistance and information. Payment Cancellation and Other Terms. We reserve the right to cancel these charges to your deposit account at any time, without giving you advance notice. Even if this happens, you must still make your Loan payments on or before the due dates disclosed in the promissory note(s) corresponding to your Loan. You understand and agree that you are solely responsible for completing timely payments of your Loan, regardless of your method of payment. You may cancel our authorization to make charges to your deposit account at any time by notifying us or by notifying your depository institution. The party you notify must be allowed a reasonable period of time, up to three (3) business days, to process your cancellation request. Contact your depository institution directly to learn how to cancel charges through the depository institution. You may notify us of any cancellation request or any charge you believe was made in error by writing to LendingClub Bank, N.A., 595 Market Street, Suite 200, San Francisco, California 94105, or by calling us at 888-596-3157, or by changing your payment settings in your Online Account, if applicable. If any recurring charge is rejected by your depository institution for any reason, you authorize us to reattempt to process the charge, and to increase any subsequent recurring charge by any amount up to the amount of such rejected charge. If you incur any fees that are owed to us in connection with your Loan, you authorize us to initiate a charge in the amount of such fees, or to increase any subsequent recurring charge by any amount up to the amount of such fees. You certify that the information you provide is correct and complete to the best of your knowledge and that you are individually authorized to have funds deducted from your designated deposit account in order to make your Loan payments and to pay any other amounts under the terms of this Authorization, and you agree that we are not responsible for any charges or fees imposed by your depository institution in connection with insufficient funds in your deposit account. You agree that we did not require you to agree to this Authorization and that you voluntarily elected to do so for your convenience, in order to make your Loan payments and to pay any other amounts under the terms of this Authorization. You agree to keep sufficient funds in your deposit account to pay the full amount of these payments on the dates scheduled. You agree that the transactions you authorize comply with all applicable laws (including but not limited to laws administered by the U.S. Office of Foreign Assets Control) and with any applicable Automated Clearing House network rules. Consent. By clicking the button, or selecting the checkbox, displayed in connection with acknowledging and/or agreeing to this Authorization (or by otherwise taking an affirmative action indicating your agreement to this Authorization, including but not limited to providing an affirmative response to an electronic communication), you agree that: • You have received, read, and agree to all of the terms of this Authorization; and • You authorize us to initiate a series of transactions to your deposit account in accordance with the terms of this Authorization. COPY OF AUTHORITATIVE DOCUMENT Terms of Use Last Updated February 17, 2022 In these Terms of Use, the words "you," "your," and "User" mean each and every person who accesses or uses any Service (as defined below). The words "we," "us," "our," and "LendingClub" mean LendingClub Bank, National Association. Please review these Terms of Use before using or accessing any products or services offered by LendingClub (each, a "Service"), which include but are not limited to LendingClub websites and the subdomains thereof (collectively, the "Site") and the group of financial service technologies that LendingClub or any of its affiliates have developed to enable the services we facilitate or provide (collectively, the "LC Platform"). If you do not agree to these terms without limitation or exclusion, you should exit this site. These Terms of Use are effective immediately for new users, and from February 1, 2021 for existing users. All Services are provided by LendingClub or its affiliates. By accessing or using any Service, including the Site or the LC Platform, you signify that you have read, understand and agree to be bound by these terms of use ("Terms of Use"), regardless of whether you have registered with LendingClub as a member. In addition to these Terms of Use, you may enter into other agreements with us or others that will govern your use of Services or related services offered by others. If there is any contradiction between these Terms of Use and another agreement you enter into applicable to specific aspects of a Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, "Users" means anyone who accesses and/or uses a Service. For any terms herein, applicable to all Users, all applicants, whether individually or jointly, all investor members, or business and other entity Users specifically, or where the context otherwise requires, "Users" shall be deemed to include any business or other entity on behalf of which any Service is accessed by any other User, and "you" shall be deemed to include any such business or other entity and any person acting on behalf of any such business or other entity in connection with the use of any Service. For purposes of these Terms of Use, a sole proprietor participating in our Small Business lending program is deemed to be acting on behalf of a business. Changes to these Terms of Use We may make changes to these Terms of Use from time to time. If we do this, we will post the changed Terms of Use on the Site and will indicate at the top of this page the date the Terms of Use were last revised. You understand and agree that your continued use of any Service after we have made any such changes constitutes your acceptance of the new Terms of Use. Eligibility: General All Services are intended solely for Users who, if they are a natural person, are eighteen (18) years of age or older, and any registration by, use of or access to a Service by any natural person under 18 is unauthorized, unlicensed and in violation of these Terms of Use. By using any Service, you represent and warrant that, if you are a natural person, you are 18 or older and that you agree to and will abide by all of the terms and conditions of these Terms of Use. If you violate any of these Terms of Use, or otherwise violate an agreement between you and us, we may terminate your membership, delete your profile and any content or information that you have posted and/or prohibit you from using or accessing any Service (or any portion, aspect or feature thereof), at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 18. Proprietary Rights in Service Content; Limited License All content within all Services, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the "Service Content"), are the proprietary property of LendingClub with all rights reserved. No Service Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without LendingClub’s prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post within a Service. Provided that you are eligible for use of a Service, you are granted a limited license to access and use the Service and to download or print a copy of any portion of the Service Content solely for your use in connection with your use of the Service, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not republish Service Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Service Content is strictly prohibited. Any use of any Service or any Service Content other than as specifically authorized herein, without the prior written permission of LendingClub, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause. You may review personal information (including credit data) posted by or relating to other Users on the Site, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the creditworthiness of other Users. You may not reproduce any personal information (including credit data). Further, you represent and warrant that: (i) you do not have the ability to match any personal information (including credit data) posted by or relating to other Users to the identity of any individual; (ii) you will not make any attempt to obtain data permitting you to match any personal information (including credit data) posted by or relating to other Users to the identity of any individual; (iii) you will not accept any information from any third party that permits such a match; and (iv) you will make no such match. Restrictions on Data Collection/Termination Without our prior consent, you may not: • use any automated means to access this Site or collect any information from the Site (including, without limitation, robots, spiders, scripts or other automatic devices or programs); • frame the Site, utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over this Site’s pages, or otherwise affect the display of this Site’s pages; • engage in the practices of "screen scraping," "database scraping" or any other activity with the purpose of obtaining content or other information; • upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial or non-commercial solicitation or bulk communications of any kind to any LendingClub member or third party; • Use data provided by LendingClub, provided in any manner whatsoever, for any competing uses or purposes. You further agree that you have never used data, provided in any manner whatsoever, from LendingClub in the past to compete with the products or services of LendingClub; or • use this Site in any manner that violated applicable law or that could damage, disable, overburden, or impair this Site or interfere with any other party's use and enjoyment of this Site. We may terminate, disable or throttle your access to, or use of, this Site and any other Service at any time without notice for any reason, with or without cause at LendingClub's sole discretion. The following provisions of these Terms of Use shall survive termination of your use or access to any Service: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Applicable Law and Dispute Resolution, and General Provisions, and any other provision that by its terms survives termination of your use or access to any Service. User Representations You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through any Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory, fraudulent or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Users by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from any Service or for any other purpose. You further agree that you may not use any Service in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Service. In addition, you agree not to use any Service to: • upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; • except where authorized by LendingClub, register for more than one User account, register for a User account on behalf of an individual other than yourself, operate a User account on behalf of or for the benefit of any person who is not eligible to register for or operate a User account in their own name, or register for a User account on behalf of any group or entity (other than approved investment accounts opened on behalf of legal entities, joint consumer loan accounts or accounts opened for purposes of participating in our Small Business lending program); • impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with or authority to act on behalf of any person or entity; • upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; • upload, post, transmit, share, store or otherwise make publicly available any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; • solicit personal information from any natural person under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes from any User; • upload, post, transmit, share or otherwise make available any material that contains software viruses or any other malicious or tracking computer code, files or programs designed to track, interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; • intimidate or harass another User; • upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; • use or attempt to use another's account, service or system without authorization from that person and LendingClub, or create a false identity on any Service; or • upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of LendingClub, is objectionable or which restricts or inhibits any other person from using or enjoying any Service, or which may expose LendingClub or its Users to any harm or liability of any type. User Content Posted within any Service You are solely responsible for the personal or business information, photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content that you upload, publish, provide or display (hereinafter, "post") within or through any Service, or transmit to or share with other Users (collectively the "User Content"). It is against the Terms of Use to contact members directly or to attempt to enter into any lending transactions with members outside of any Service. You understand and agree that LendingClub may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of LendingClub violates these Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others. By posting User Content within any Service, you automatically grant, and you represent and warrant that you have the right to grant, to LendingClub an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with any Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from any Service at any time. If you choose to remove your User Content, the license granted above will not expire. You may review personal or business information (including credit data) posted by other Users within a Service, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the creditworthiness of other Users for any purpose other than in connection with your loan investment activities as an investor member. INVESTOR MEMBERS: SECURITIES MATTERS Notwithstanding anything to the contrary in these Terms of Use, in no event shall anything in these Terms of Use be deemed to be a waiver, and we will not assert there has been a waiver, that would not be permissible under Section 14 of the Securities Act of 1933, Section 29(a) of the Securities Exchange Act of 1934, or any other applicable provision of federal and state securities laws. TERMS APPLICABLE TO INDIVIDUAL USERS Registration Data; Account Security In consideration of your use of any Service, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms in the Service or otherwise requested by us ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; (d) promptly notify us regarding any material changes to information or circumstances that could affect your eligibility to continue to use any Service or the terms on which you use the any Service; and (e) be fully responsible for all use of your account and for any actions that take place using your account. TERMS APPLICABLE TO BUSINESS AND OTHER ENTITY USERS Eligibility: Business and Other Entity Users Access to any Service for Users that are businesses, other entities or persons acting on behalf of such businesses or entities, including for all Users participating in our Small Business lending program, is intended solely for authorized representatives of businesses or other entities that are in good standing in each jurisdiction in which they are registered to conduct business and persons otherwise authorized by such businesses or entities to act in furtherance of the business or entity's use of a Service. By using any Service on behalf of a business or other entity, including as a sole proprietor participating in our Small Business lending program, you represent and warrant that you are duly authorized in accordance with the foregoing by the business or other entity on behalf of which you are acting, that you have the power and authority to enter into binding agreements on behalf of the business or entity or in the capacity in which you are acting, and that the business or entity is in good standing in each jurisdiction in which it is registered to conduct business to the best of your knowledge. Furthermore, you confirm that you agree to all of the terms and conditions of these Terms of Use individually and on behalf of such business or other entity, and represent and warrant that you and such business or other entity will abide by all of the terms and conditions of these Terms of Use. If you, the business or entity, any other person acting on behalf of the business or entity or any guarantor (if applicable) violate any of these Terms of Use, or otherwise violate an agreement between the business or entity (or, if applicable, any guarantor) and LendingClub or any of its affiliates, LendingClub or such affiliate may terminate the business or entity's membership, delete any associated profile and any content or information in connection with the business or entity's membership and/or prohibit you, such business or entity and any other person acting on the business or entity's behalf from using or accessing any Service (or any portion, aspect or feature of any Service), at any time in its sole discretion, with or without notice. Additional Representations: Business and Other Entity Users In addition to the User Representations set forth above under "User Representations," which you hereby confirm on behalf of the business or entity member, you further agree, both individually and on behalf of the business or entity, not to use any Service to: • register for multiple User accounts on behalf of the same business or entity; • operate or otherwise utilize an account opened in the name of a business or entity for the benefit of any persons other than that business or entity; • operate or otherwise utilize an account opened in the name of a business or entity for any purpose prohibited by law or regulation, any activity which that business or entity is not duly authorized to conduct, or for any purpose prohibited by any other agreement between the business, guarantor or entity and LendingClub; • operate a User account on behalf of any business or entity with regard to which you are not an authorized person with the power to enter into binding agreements on behalf of the business or entity; • communicate with any other User regarding the business or entity, or its business operations, other than anonymously and publicly via the Site, or upload, post, transmit, share or otherwise make available any information or informational material identifying the business or entity or its business operations (other than Registration Data provided to LendingClub or other information requested by LendingClub or otherwise necessary for your use of any Service), and • upload, post, transmit, share, store or otherwise make publicly available within any Service any private information regarding the business or entity, including, without limitation, addresses, phone numbers, email addresses, tax identification numbers and credit, or any personal information regarding persons associated with the business or entity (other than Registration Data provided to LendingClub). Furthermore, you represent and warrant and agree, both individually and on behalf of the business or entity, that: • all email addresses provided on behalf of the business or entity are and will be used by the business or entity for business purposes; and • you will not represent or portray the business or entity as being affiliated with LendingClub in any capacity other than being a User of a Service without our prior written consent. Additional Representations: Small Business Borrowers In addition to the User Representations set forth above under "User Representations" and "Additional Representations: Business and Other Entity Users," which you hereby confirm on behalf of the small business borrower, you further agree and confirm, both individually and on behalf of the business and/or entity, that: • use of any Service is contingent on acceptance of and compliance with these Terms of Use by all persons acting on the business or entity's behalf or in furtherance of the business or entity's loan request, including persons acting as a prospective guarantor of any requested loan; • all information relating to any prospective guarantor of any requested loan that is requested by any registration forms on the Site will be provided via the Site directly by such prospective guarantor; • neither you nor the business or entity will communicate with any other User regarding any loan request made by the business or entity other than anonymously and publicly via the Site; • neither you nor the business or entity will use any Service to attempt to generate business or investment interest in the business or entity from any other person, including other Users, other than for purposes of obtaining a loan or through the use of the proceeds of any loan the business or entity may receive; and • you will not represent or portray the business or entity as anything other than a borrower in connection with its loan request without our prior written consent. Registration Data; Account Security In consideration of your use of any Service on behalf of a business or other entity member, you, individually and on behalf of such business or entity, agree to (a) provide accurate, current and complete information about the business or entity, yourself and any other principals and/or authorized representatives of the business or entity member as may be prompted by any registration forms on the Site or otherwise requested by LendingClub ("Registration Data"), including the business or entity's full legal name; (b) provide such materials as LendingClub may request to establish and/or verify your or any other person's identity or authority to enter into binding agreements on behalf of the business or entity, or to establish and/or verify the business or entity's legal existence, good standing in any jurisdiction and eligibility to use any Service, or to establish and/or verify your eligibility to act as guarantor with regard to any loan requested by the business or entity; (c) maintain the security of any password and identification issued for use by or on behalf of the business or entity; (d) maintain and promptly update the Registration Data, and any other information provided to LendingClub by you or anyone else acting on behalf of the business or entity, to keep it accurate, current and complete; (e) promptly notify LendingClub regarding any material changes to information or circumstances impacting the business or entity's legal existence, good standing in any jurisdiction in which the business or entity is authorized to conduct business, or eligibility for continued use of any Service; and (f) be fully responsible for all use of any accounts opened on behalf of the business or entity and for any actions that take place using such account. Scope of License to Use For Users that are businesses or other entities, or persons acting on behalf of businesses or other entities, the limited license to access and use the Site granted above shall be deemed granted to the business or entity member and to those authorized representatives of the business or entity for whom Registration Data has been provided to LendingClub while acting on behalf of the business or entity member in their official capacities. Any access to or use of any Service by persons who are not authorized representatives of the business or entity, including but not limited to any representative for whom Registration Data has not been provided, voids this license and shall constitute a violation of these Terms of Use. Furthermore, this license is revocable by us at any time with regard to the business or entity member and/or any person acting on such business or entity's behalf without notice and with or without cause. ALL USERS: INTELLECTUAL PROPERTY MATTERS Trademarks LendingClub and all other graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of LendingClub in the U.S. and/or other countries. LendingClub's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of LendingClub. Copyright Complaints If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below, or as registered at https://dmca.copyright.gov: Attention: Legal Department 595 Market Street, Suite 200 San Francisco CA, 94105 (415) 632 5600 (415) 632 5608 [email protected] To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following: 1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; 3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; 4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; 5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and 6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Repeat Infringer Policy In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, LendingClub has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the memberships of members who are deemed to be repeat infringers. LendingClub may also at its sole discretion limit access to any Service and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. Submissions You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about any Service ("Submissions"), provided by you to LendingClub are non-confidential and shall become the sole property of LendingClub. LendingClub shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. ALL USERS: LENDINGCLUB CHROME EXTENSION Overview LendingClub Chrome Extension ("LCCE") is a Service offered by LendingClub that enables Users to earn Rewards for qualifying purchases from retailers, brands, merchants, or other participating third parties ("Merchants"), subject to the terms and conditions set forth herein. These Terms of Use apply to all persons who use, access, or interact with any part of LCCE. For purposes herein, "Rewards" means any incentive that you may earn through LCCE, including but not limited coupons, discounts, or other promotions offered by Merchants (collectively, "Offers"), or any cash back offered by us ("Cashback"). For the avoidance of doubt, Rewards offered through LCCE are not a gift certificate, store gift card, or general-use prepaid card. We may make available webpages, browser extensions ("Browser Extensions"), and mobile applications that allow Users to access LCCE (collectively, "LCCE Technology"). To use LCCE Technology you must have a compatible device. We do not warrant that LCCE Technology will be compatible with your device. We hereby grant you a non-exclusive, non-transferable, revocable license to use LCCE Technology for your personal use only. The foregoing license grant is not a sale of any LCCE Technology or any copy thereof, and we or our third-party partners or suppliers retain all right, title, and interest in all LCCE Technology (and any copy thereof). You acknowledge that we may from time-to-time issue upgraded versions of LCCE Technology and may automatically electronically upgrade the version of LCCE Technology that you are using on your device. You consent to such automatic upgrading on your device and agree that these Terms of Use will apply to all such upgrades. All LCCE Technology originates in the United States and is subject to United States export laws and regulations. LCCE Technology may not be exported or re-exported to certain countries, or those persons or entities prohibited from receiving exports from the United States. In addition, LCCE Technology may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of LCCE and LCCE Technology. Your access to and use of LCCE and LCCE Technology may be interrupted for the duration of any scheduled, unscheduled, or unanticipated downtime, suspension or other unavailability, for any reason and in our sole discretion, including without limitation: (i) as a result of power outages, system failures or other interruptions, (ii) for scheduled and unscheduled downtime to permit maintenance or modifications to LCCE or LCCE Technology, (iii) in the event of a denial of service attack or other attack or event that we determine may create any risk to us, you or any of our users, customers, or licensees, or (iv) in the event that we determine that any aspect of LCCE is prohibited by applicable law or otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons. We shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any downtime, suspension or other unavailability of LCCE or LCCE Technology. We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, settings or other service interruptions. We do not assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or settings. We may terminate your access to all or any part of LCCE or LCCE Technology at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your use of LCCE and cancellation of any Rewards which remain unpaid. Browser Extension You may be required to install a Browser Extension to access LCCE. Your use of any Browser Extension is subject to these Terms of Use and the LendingClub Privacy Policy. By clicking the "Add to" or "Install" button (or a similar button, as applicable), or by installing, activating, enabling, using, or otherwise accessing any Browser Extension, you acknowledge and accept the disclosures herein and agree to be bound by these Terms of Use and the LendingClub Privacy Policy. If you do not wish to be bound by these Terms of Use and the LendingClub Privacy Policy, do not click the "Add" or "Install" button, and do not install, activate, enable, access, click, or otherwise use any Browser Extension. A Browser Extension enables us to display relevant Offers, Cashback, or other Rewards in your browser when you visit certain websites. When you are interacting with a Browser Extension, we will collect information about the Merchants, Offers, Cashback, or other Rewards that you select. A Browser Extension may also have functionality that does not depend upon your interaction with it. By installing a Browser Extension, you enable the Browser Extension to automatically collect information on the pages you visit using your browser so we can display relevant Offers, Cashback, or other Rewards. A Browser Extension may also collect information on the results pages of any searches you make so it can display Offers, Cashback, or other Rewards where relevant. Information collected by a Browser Extension for these purposes may include date and time of use, browser type, browser version, URLs of web pages visited, general information about the visited web page, product searches, product search results, information about products added to cart, and other product information. A Browser Extension may also collect and use data, such as the order contents and order total, from order confirmation pages, so that we may confirm your Rewards faster and more reliably. We do not intentionally collect or use for this purpose other types of information that may be included on a Merchant's order confirmation page, such as your address or partial payment information, although this information may be incidentally captured to the limited extent it is displayed by the Merchant. Any data collected by any Browser Extension will be used, stored, and disclosed in accordance with the LendingClub Privacy Policy. You may terminate all data collection by any Browser Extension by uninstalling the Browser Extension. We may update a Browser Extension when a new version is released or when new features are added. These updates occur automatically. We reserve the right to add features or functions to a Browser Extension but have no obligation to make available to you any subsequent versions or new features that may be included in some versions of the Browser Extension. Rewards Rewards may include Offers, Cashback, or other referral bonuses activated by the creation of trackable links (each, a "Link") for one or more Merchants. A Link may be embedded within a browser or other form of digital communication and may redirect you, or direct recipients with whom you share the Link, to one or more Merchants. In general, Links are configured to track and attribute transactions to you so that you may earn Rewards if you or someone to whom you send a Link completes a transaction with a Merchant. Some transactions may not earn Rewards or may earn Rewards at a rate which is different from the rate indicated by LCCE. You are not guaranteed to earn Rewards from a transaction even if you (i) create a Link, (ii) share a Link, (iii) take an action to activate Cashback, (iv) receive a notification from LCCE, (v) receive an indication from LCCE that a transaction is eligible to earn Rewards, (vi) cause a transaction to be completed (whether directly or as a result of sharing a Link with someone who completes a transaction), or (vii) receive from LCCE a confirmation regarding a successful transaction. We may be required to nullify Rewards due to limitations established by certain Merchants that prohibit payments to Users who reside in certain geographies due to tax nexus or other considerations. Even if the LCCE indicates that a transaction is eligible for or has generated Rewards, the transaction may fail to earn Rewards for several reasons, without notice to you, including without limitation: (i) Merchants may alter terms, conditions, or commission rates; (ii) Merchants may discontinue their programs; (iii) Merchants may exclude certain products or services from Rewards eligibility; (iv) LCCE may be suspended or terminated; (v) technical failures. Technical failures related to Merchants or LCCE may result in transactions failing to be tracked or attributed to you. Links may fail to function properly, and Link tracking may cease to function during transmission when you share a Link with others. Links may be altered or disabled by web browsers or ad blockers. Merchants may reject transactions due to suspected policy violations. The communication channel or browser through which a Link is activated or shared may modify or block the Link, alter the tracking code, or strip out the tracking code. Some Rewards originate from compensation we receive from Merchants. Merchants may have holdback periods during which they hold a pending payment for a specified period, for example, until the expiration of a return policy and/or until a service is consumed. If we are not paid for a transaction by a Merchant, we will not provide any associated Rewards to you. We will only provide such Rewards to you after the transaction is successfully tracked and completed and after we receive payment for that specific transaction from the Merchant. If, for any reason or no reason, the Merchant pays less than expected amount or does not compensate us for the transaction, we reserve the right, in our sole discretion, to adjust or cancel the associated Rewards. Any Reward amount which may be due to you is determined by us in our sole discretion. We reserve the right, in our sole discretion, to withhold, cancel or adjust the amounts or rates of any Rewards or Rewards payment, at any frequency for any reason at any time without notice to you, and we may apply such adjustments for all pending and unpaid Rewards. By using LCCE, you accept this condition. Additionally, we may choose in our sole discretion to institute a limit on how many times you may receive Rewards. We reserve the right at any time to cancel, modify, or restrict any aspect of LCCE and apply such changes retroactively to any Rewards which are accrued but not yet paid. Intended Use You may be rewarded for transactions completed by you or by others who click on a Link you have shared with them. You agree not to engage in or facilitate the promotion of Links through any channels that we do not permit ("Unapproved Channels"), including but not limited to those listed below. If you have questions or concerns about whether a specific promotional method is acceptable, please contact us in writing for written authorization before you begin using such a promotional channel. Failure to adhere to these restrictions may result in termination of your use of LCCE and the voiding of any unpaid Rewards. You agree not to allow any unauthorized third-party access to LCCE or to any information, data, text, links, images, software, chat, communications, and other content made available to you in connection with your use of LCCE. You agree to maintain the confidentiality of any usernames and passwords by which you access LCCE. Unapproved Channels include without limitation: (i) any communications to people who did not provide consent or opt-in, or to recipient lists that were purchased or obtained illegally; (ii) any search advertising, browser plug-ins, toolbars, pop-up or pop-under advertising, display advertising, or any paid promotional channel; and (iii) any attempted or successful fraud, or the failure to abide by these Terms of Use. You shall not cause any transactions to be made or Rewards to be activated that are not in good faith, including but not limited to through the use of any device, program, bot, i-frame, or hidden frame: You agree not to edit, remove or modify any element contained in a Link. Changing the Link may invalidate it or cause it to be inoperable. Certain communication platforms may block, alter or otherwise disable a Link, in which case the tracking and attribution may be inoperable, in which case no Reward shall be earned. Some Merchants may place cookies (or other forms of tracking beacons) on your device to recognize your device during a subsequent visit. This may enable the sender of the Link to earn a Reward for transactions which occur after the initial click on a Link. If you, or those clicking on your shared Link, block or delete cookies, tracking and attribution may be inoperable, in which case no Reward will be earned. You are responsible for all usage and activity associated with your device and any account you may establish with us. If you attempt to earn Rewards by recommending a product or Merchant using a Link, the FTC Endorsement Guides may require you to reference that fact within your message when you send a Link. Learn more at www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking. By using LCCE, you opt in and grant us the right to send you emails, text messages, app notifications and other forms of communications relating to your account, customer service inquiries, Rewards, payment information, promotional opportunities, and third party notices. Earning Cashback We offer the ability for Users to earn Cashback on their purchases completed through LCCE. When we receive compensation for referring Users to Merchants, we may provide a portion of this fee to Users as Cashback. Compensation received by LendingClub may affect whether retailers and products appear on our site, where they are placed, and how we promote them to you. Participation in LCCE and the opportunity to earn Cashback are offered at our sole discretion and is subject to your compliance with these Terms of Use. In order to earn Cashback online, you must use the shopping links provided through LCCE. If you visit other sites before completing your purchase or use coupons not provided through LCCE, your purchase might be associated with a service other than LCCE and you might not earn Cashback on your purchase. If you disable "cookies" on your computer, you may not be able to earn Cashback because cookies are used to authenticate Users and verify eligibility for Cashback. Cashback Payments When you activate Cashback and complete a purchase of an eligible product or service from a participating Merchant (or if you share a Link with someone who completes an eligible transaction using the Link), this may generate pending Cashback, which is conditional until confirmed by us. Any information sent or displayed to you regarding Cashback shall not create a contractual obligation. We may alter or cancel pending Cashback for any reason, including without limitation: (i) charge-backs, (ii) product returns, (iii) duplicate entries or other accounting errors, (iv) the Merchant's non-payment, (v) the Merchant's non-receipt of payment; (vi) the Merchant's refund of payment to the purchaser; (vii) the Merchant's withdrawal from LCCE participation; (viii) alteration or cancellation of the Merchant's program; (ix) non-bona fide transactions, (x) our inability to contact you in order to validate transactions; (xi) your distribution of Links via Unapproved Channels, or (xii) your failure to comply with these Terms of Use or any Merchant policies or terms. All Cashback payments are made via PayPal. As a condition of receiving payment of accrued Cashback, you must have a valid PayPal account and a valid email address that is associated with such PayPal account. Additionally, you must not be a resident of a country subject to economic or trade sanctions by the U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control ("OFAC") or be listed as a "Specially Designated National," a "Specially Designated Global Terrorist," a "Blocked Person" or similar designation under the OFAC sanctions regime. You further agree to provide additional information we may reasonably request to verify your identity as a condition for receiving payment. The minimum payment amount for Cashback is $5.01. Cashback balances below $5.01 will be withheld and rolled forward for potential payment during the next payment period. Payments may be issued in batches (for example once monthly). We reserve the right to change the frequency and timing of Cashback payments without notice to you. If at any time you do not have a valid PayPal account, or you fail to associate your device with a valid PayPal account, your unpaid Cashback amounts will be subject to cancellation. Cashback accrual rates vary depending on Merchant policies and reporting schedules. For example, Cashback for travel-related purchases typically does not accrue until after travel has been completed. We reserve the right to delay payment for any purchase based on changes to Merchant policies at any time, and to modify the payment schedule of Cashback at any time. We are not responsible for payments delivered to the wrong person or address, or for payment errors made by payment processors such as PayPal. Cashback Adjustments In our sole discretion, we may deduct amounts from your Cashback balance to make adjustments for returns and cancellations with respect to Cashback-eligible purchases. Whether a given purchase qualifies for Cashback is determined in our sole discretion. If a Merchant fails to report a transaction to us or fails to make payment to us for any reason in connection with a transaction, we reserve the right to cancel the Cashback associated with that transaction. It is your responsibility to monitor your Cashback status to ensure that Cashback has been properly credited and paid, and that your Cashback balance is accurate. If you believe that a Cashback amount has not been correctly credited to you, you must contact us within ninety (90) days of the transaction. We may make account adjustments for any Cashback that we, in our sole discretion, deem fraudulent, abusive, unethical, suspicious, or otherwise inconsistent with these Terms of Use or any applicable law or regulation. Our decisions are final. Should you disagree with any Cashback adjustments that we make, your sole remedy is to stop participating in LCCE. Merchants We reserve the right, without notice to you, to add or remove Merchants, change commission rates from Merchants, and determine to which Merchant we direct a Link. You agree that we have the right, but not the obligation, to seek on your behalf any and all Rewards or potential Rewards from Merchants. You agree that we have no special relationship with or fiduciary duty to you and you acknowledge that we have no duty to take any action regarding any Rewards or potential Rewards from any Merchants. We do not guarantee that merchants will honor Offers. Offer codes may be expired or invalid. Offers may not be eligible for your transaction, based upon exclusions, terms and conditions determined by Merchants. A product or service purchased from any Merchant or other third party is governed by and subject to the policies, including applicable exchange and shipping policies, of such Merchant or other third party. You agree that we are not agents of any Merchant or other third party. Accordingly, your participation in any offer or transaction with any Merchant or other third party, and your correspondence with any Merchant or other third party, is solely between you and that Merchant or other third party. We do not assume any liability, obligation, or responsibility for any part of such offer, transaction, or correspondence, including, without limitation, the withdrawal or modification of any such offer or transaction. We are not responsible for any changes to or discontinuance of any Merchant or other third party, for the withdrawal of any Merchant or other third party from LCCE, or for any effect on the accrual of Cashback caused by such changes, discontinuance, or withdrawal. We do not endorse, warrant or guarantee the products, services or content of Merchants or other third parties, and we are not responsible for their activities, policies, products or services. When you use LCCE to access Merchants or other third parties, you do so at your own risk. Merchants and other third parties are not under our control, and you acknowledge and agree that we are not responsible or liable, directly or indirectly, for any aspect of content, functions, accuracy, transactions, legality, privacy policies, practices, terms of use, prices, offers, rates, opinions expressed, appropriateness or any other aspect of such third parties. We do not guarantee that the product details, prices, coupon availability or other service terms, rates or Rewards offered by any particular Merchant or other third party through LCCE are actually the terms that may be offered or provided to you. We encourage you to be aware when you visit a third party's website and read the applicable terms, conditions, and privacy policy of each website. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or relating to your use of or reliance on any such transaction, purchase, content, goods or services available from or through any such Merchant or third party. By using LCCE, you release and hold us harmless from any and all liability arising from your use of any Merchant or third-party website or service. If there is a dispute between you and any Merchant or third party, you agree that we are under no obligation to represent your interests in any way. To the maximum extent permitted by applicable laws and regulations, you release LendingClub, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature—known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to your use of LCCE. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." Taxes You are responsible for independently assesses and complying with all relevant tax and legal requirements. We do not and will not provide you with tax or legal advice. In the event that, during any single calendar year, a Reward payment would result in payment to you of $600 or more, we may require you to provide us with a completed IRS form W-9 and we may thereafter issue a Form 1099 for that calendar year. We may utilize a third-party service provider to perform this function. If we require a completed form W-9 from you and you fail to provide one, we reserve the right to void any Rewards. ALL USERS: MISCELLANEOUS TERMS Links to Other Web Sites and Content By using a Service, you may access or receive links to other web sites ("Third Party Sites"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the "Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through any Service or any Third Party Content posted within any Service, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave any Service and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate. User Disputes You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Privacy Please review our Privacy Policy, which is hereby incorporated by reference into these Terms of Use. By using any Service, you are consenting to the Privacy Policy and agree to have your personal data transferred to and processed in the United States. Disclaimers LendingClub and its parent, affiliates, subsidiaries, and providers, and their respective officers, directors, employees, agents, independent contractors and licensors (collectively the "LendingClub Parties") do not guarantee the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any Service Content, User Content, or Third Party Content (together, "Content") and the LendingClub Parties disclaim liability for errors or omissions in any Content. All Services and all Content is provided "as is" and "as available," without any warranty, either express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement or title. Additionally, there are no warranties as to the results of your use of the Content. The LendingClub Parties do not warrant that any Service is free of viruses or other harmful components. This does not affect those warranties which are incapable of exclusion, restriction or modification under the laws applicable to these Terms of Use. LendingClub does not guarantee the accuracy of any User Content or Third Party Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post within any Service and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter within any Service or in connection with any User Content or Third Party Content. LendingClub is not responsible for the conduct, whether online or offline, of any User of any Service. LendingClub cannot guarantee and does not promise any specific results from use of any Service. Any Service may be temporarily unavailable from time to time for maintenance or other reasons. LendingClub assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. LendingClub is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or in any Service or combination thereof, including injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with any Service. Under no circumstances will LendingClub be responsible for any loss or damage, including any loss or damage to any User Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone's use of any Service, any User Content or Third Party Content posted within or through any Service or transmitted to Users, or any interactions between Users, whether online or offline. LendingClub reserves the right to change any and all content contained within any Service at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by LendingClub. Limitation on Liability EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS PROVIDED ABOVE IN THE PARAGRAPH TITLED, "INVESTOR MEMBERS: SECURITIES MATTERS", IN NO EVENT WILL LENDINGCLUB OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF ANY SERVICE OR ANY CONTENT OR OTHER MATERIALS WITHIN OR ACCESSED THROUGH ANY SERVICE, EVEN IF LENDINGCLUB IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN EXCEPT AS PROVIDED ABOVE IN THE PARAGRAPH TITLED, "INVESTOR MEMBERS: SECURITIES MATTERS", TO THE EXTENT PERMITTED BY APPLICABLE LAW LENDINGCLUB'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LENDINGCLUB FOR THE SERVICE DURING THE TERM OF MEMBERSHIP IN NO CASE, EXCEPT AS PROVIDED ABOVE IN THE PARAGRAPH TITLED, "INVESTOR MEMBERS: SECURITIES MATTERS", WILL LENDINGCLUB'S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO LENDINGCLUB FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM LENDINGCLUB, REGARDLESS OF THE CAUSE OF ACTION. IN ADDITION TO THE SPECIFIC SECURITIES LAWS PROVISIONS DESCRIBED ABOVE IN THE PARAGRAPH TITLED, "INVESTOR MEMBERS: SECURITIES MATTERS", CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. Governing Law; Venue and Jurisdiction By accessing or using any Service, you agree that the laws of the State of Utah, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Use. If you obtain a loan, the terms of the loan will be governed by Federal laws and the laws of the State of Utah to the extent not preempted, without regard to any principle of conflicts of laws that would require or permit the application of the laws of any other jurisdiction. Indemnity You agree to indemnify and hold LendingClub, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with your User Content, any Third Party Content you post or share within or through any Service, your use of any Service, your conduct in connection with any Service or with other Users, or any violation of these Terms of Use or of any law or the rights of any third party. The previous sentence shall not apply to any extent to Users while acting as an investor member or while registering as an investor member in connection with their (i) posting of User Content or (ii) use of the Site. Other The failure of LendingClub to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use is held invalid, the remainder of these Terms of Use shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. Questions Please visit our Personal Loans FAQ page or our Business Loans FAQ page for more information.