Loan Agreement
By signing below, you agree to receive and repay an installment loan from WebBank, a Utah-chartered industrial bank (“WBK”), through the website lending marketplace (the “Website”) operated by LendingClub Corporation, a Delaware corporation (“LendingClub”). The following terms, together with your application on the Website, constitute a binding agreement (the “Agreement”) between you and WBK regarding your loan. WBK may be referred to as “we” or “us” throughout this Agreement as your creditor. “You” refers to you as the borrower. You agree to comply with the terms and provisions of this Agreement.
These terms affect your rights and should be read carefully before agreeing to borrow money from us. BY SIGNING THE AGREEMENT BELOW, YOU HAVE SIGNIFIED YOUR AGREEMENT TO THESE TERMS. Your agreement to these terms means you agree to borrow and repay the money if your loan is funded, consent to our privacy policy, agree to transact with us electronically, and agree to have any dispute with us resolved by binding arbitration.
1. Loan Terms. Your loan will be between $1,000 and $25,000 in the specific amount and on the terms set forth in the disclosures provided to you. All loans are closed-end loans for a 3-year term. Please see the disclosures provided to you in connection with registering your loan request on the Website for additional details. Your obligations, including your obligation to repay principal and interest, are set forth in this Agreement and in the Note or Notes that you will enter into, as described in paragraph 4 below.
2. Authorization to Obtain Credit Report. You authorize us to obtain consumer reports on you from consumer reporting agencies, such as TransUnion, Experian or Equifax. We may use your credit reports for authentication, credit scoring, credit decisioning, and related purposes. You also authorized Lending Club to jointly obtain such consumer reports, in order to post your request on the Website and otherwise administer the Website. You authorize us to verify information in your credit reports, and you agree that we may contact third parties to verify any such information. We and LendingClub may require and obtain a credit report from at least one credit reporting agency each time you request a loan.
3. Credit Decisions. Your application must include your annual income and such other information as we may obtain through the Website. We will consider public assistance, alimony, child support, or separate maintenance income as income if you choose to include such sources of income in your application and such income is likely to continue. We reserve the right to verify any information you submit through the production of appropriate documentation, and also reserve the right to conduct such verification through a third party. You hereby authorize us to request and obtain data from a third party to verify any information you provide to us in connection with your application for a loan. We may terminate consideration of your application at any time in our sole discretion.
4. Loan Funding and Closing. Through the Website, potential funders from among registered LendingClub lender members may sign up to purchase your loan following initial funding from us. Such funders will be able to review your loan request posting on the Website. If, within 14 days following the posting of your loan request, enough LendingClub lender members agree to purchase a loan in the full amount of your loan request (or such lesser amount as you choose to accept), and you have not contacted us in writing to cancel your loan request, you must close on your loan and accept the funds from us. In such event, you agree to be bound by the terms of the form of promissory note attached as Exhibit A (the "Note") as to your loan. You will have one Note for each LendingClub lender member who purchases any part of your loan; the total principal due and owing under all such Notes will equal the total amount of your loan request (or such lesser amount as you have chosen to accept for your loan). LendingClub will execute your Notes on your behalf pursuant to a power of attorney you grant to LendingClub when registering your loan request. You authorize us to disburse the loan proceeds by Automated Clearing House (“ACH”) transfer to your designated account. Following our disbursement of the loan proceeds to you, we will transfer the Notes and sell your loan to LendingClub which in turn will transfer the notes and sell your loan to the LendingClub lender members who have agreed to purchase your loan. Full or partial funding of your loan request might be available before the expiration of the 14-day period set forth above.
BY COMPLETING YOUR APPLICATION AND SUBMITTING YOUR LOAN REQUEST, YOU ARE COMMITTING TO OBTAIN A LOAN FROM US IN THE AMOUNT AND ON THE TERMS SET FORTH IN THE DISCLOSURES PROVIDED TO YOU IN CONNECTION WITH YOUR REQUEST, SHOULD YOUR REQUEST BE FUNDED. YOU HAVE NO RIGHT TO WITHDRAW YOUR REQUEST AFTER IT HAS BEEN LISTED, AND ARE OBLIGATED TO ACCEPT YOUR LOAN IF YOUR REQUEST IS FULLY FUNDED WITHIN 14 DAYS. YOU HAVE NO RIGHT TO RESCIND THE LOAN BUT MAY PREPAY THE LOAN AT ANY TIME WITHOUT PENALTY. We will not lend you any funds unless and until sufficient commitments are received from LendingClub lender members.
5. Making Your Loan Payments. You authorize Lender and its successors and assigns to debit your designated account by ACH transfer for the amount of each payment due on each due date. You acknowledge and agree that the loan incorporates a discount of 5 percentage points (5%), which is contingent upon you making loan payments by ACH transfer. You may elect to make payments by personal check by contacting support@lendingclub.com or by regular mail at LendingClub Corporation, 440 N Wolfe Road, Sunnyvale, California 94085, Attention: Loan Processing Department. If you elect to make payments by check, the interest rate discount will be cancelled and the interest rate will be increased immediately starting with your next payment by 5 percentage points (5%) for the remaining duration of the loan. In such event, the term of your loan and the number of payments will remain the same, but your payment amount will increase. This authorization does not affect your obligation to pay when due all amounts payable on your loan, whether or not there are sufficient funds therefor in such accounts. The foregoing authorization is in addition to, and not in limitation of, any rights of setoff we may have. With regard to payments made by automatic withdrawal, you have the right to stop payment of automatic withdrawals or revoke your prior authorization for automatic withdrawals by notifying your financial institution at least three (3) banking days before the scheduled date of transfer. You will notify us of the exercise of your right to stop a payment or revoke your authorization for automatic withdrawals at least three (3) banking days before the scheduled date of transfer. All payments are to be applied first to the payment of all fees, expenses and other amounts due to WBK (excluding principal and interest), then to accrued interest, and the balance on account of outstanding principal; provided, however, that after an Event of Default (as defined below), payments will be applied to your obligations as we determine in our sole discretion.
6. Other Borrower Obligations. You agree that you will not, in connection with your loan request, (i) make any false, misleading or deceptive statements or omissions of fact in your listing; (ii) misrepresent your identity, or describe, present or portray yourself as a person other than yourself, (iii) give to or receive from, or offer or agree to give to or receive from any LendingClub member or other person any fee, bonus, additional interest, kickback or thing of value of any kind or (iv) represent yourself to any person, as a representative, employee, or agent of ours, or purport to speak to any person on our behalf. You acknowledge and agree that we may rely without independent verification on the accuracy, authenticity, and completeness of all information you provide to us. Borrower will use the proceeds of the loan from Lender primarily for personal, family or household use and not for commercial purposes. Borrower certifies that the proceeds of the loan will not be used for the purpose of purchasing or carrying any securities.
7. Fees. If your loan request results in a loan, you must pay us a non-refundable origination fee. The amount of the fee ranges from 0.75% to 2% depending on our evaluation of your credit profile, and was set forth in the disclosures provided to you. This fee will be deducted from your loan proceeds, so the loan proceeds delivered to you will be less than the full amount of your loan request. You acknowledge that the origination fee will be considered part of the principal on your loan and is subject to the accrual of interest. You agree to pay a fee of $15 if ACH transfers or checks are returned or fail due to insufficient funds in your account or for any other reason. Each attempt to collect a payment is considered a separate transaction, so an unsuccessful payment fee will be assessed for each failed attempt. The bank that holds your designated account may assess its own fee in addition to the fee we assess. If any payment is more than 15 days late, we may charge a late fee in an amount the greater of 5% of the outstanding payment or $15. These fees may be collected using ACH transfers initiated by us from your designated account. Any such late fee assessed is immediately due and payable. Any payment received after 3:00 P.M. on a banking day is deemed received on the next succeeding banking day.
8. Account Verification. You have authorized us to initiate a debit entry to your bank account in an amount of $0.01 to $0.99 for account verification purposes through the ACH network. We will reverse this debit following verification and no funds will be removed from your account. You understand that if we are unable to verify your bank account for any reason, we will cancel your application your loan request will not be posted on the Website.
9. Default and Termination. You will be deemed in default on your loan (each, an “Event of Default”) if you: (i) fail to pay timely any amount due on your loan; (ii) file or have instituted against you any bankruptcy or insolvency proceedings or make any assignment for the benefit of creditors; (iii) die; (iv) commit fraud or make any material misrepresentation in this Agreement, the Notes, or any other documents, applications or related materials delivered to us in connection with your loan; or (v) fail to abide by the terms of this Agreement. Upon the occurrence of an Event of Default, we may exercise all remedies available to us under applicable law, this Agreement, and the Notes, including without limitation (x) demand upon you to immediately pay all amounts owed on your loan and (y) terminate this Agreement. Any loans you obtain prior to the effective date of termination resulting from listings you placed on the Website shall remain in full force and effect in accordance with their terms.
10. Collection & Reporting of Delinquent Loans. We reserve the right to report loan payment delinquencies at or in excess of 30 days to one or more consumer reporting agencies in accordance with applicable law. You agree to pay all costs of collecting any delinquent payments, including reasonable attorneys’ fees, as permitted by applicable law.
11. Notice of Offset. Should you register both as a LendingClub borrower and a lender on the Website, any amount you owe on the loan may be debited out of any cash balance you may maintain in the pooled LendingClub disbursement account maintained “for benefit of” the LendingClub membership, out of the bank account linked to your Lending Club lender registration, and/or withdrawn out of the monthly payments that you would otherwise be due as a LendingClub lender member.
12. Assignment of Your Loan. Together with the transfer of your Notes to the LendingClub lender members who have purchased your loan, following the closing of your loan we may (i) assign all of our right, title and interest in this Agreement to LendingClub, which may in turn assign such rights to the LendingClub lender members who have purchased your loan; and (ii) assign your Notes to LendingClub, which may in turn assign them to such lender members. You understand that individual lender members of LendingClub make their own decisions whether to fund your loan. You hereby agree that this Agreement, your Notes, and your loans and Notes may be assigned and sold to LendingClub, LendingClub lender members, and to any other subsequent owner, either prior or subsequent to their assignment to such LendingClub lender members. Each subsequent owner shall have all of our rights hereunder
13. NO GUARANTEE. WE DO NOT WARRANT OR GUARANTEE (1) THAT YOUR LOAN REQUEST WILL BE FUNDED, OR (2) THAT YOU WILL RECEIVE A LOAN AS A RESULT OF POSTING A REQUEST.
14. Entire Agreement. This Agreement and the Notes 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 us with respect to your loan request and loan. The WBK Privacy Notice attached as Exhibit B is incorporated by reference into this Agreement.
15. Notices. All notices and other communications to you hereunder may be given by email to your registered email address or posted on the Website, and shall be deemed to have been duly given and effective upon transmission. You acknowledge that you have sole access to such email account and your area on the Website and that communications from us may contain sensitive, confidential, and collections-related communications. If your registered email address changes, you must notify the change by sending an email to support@Lendingclub.com or calling 866-754-4094. You also agree to update your registered residence address and telephone number on the Website if they change.
16. NO WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS 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.
17. 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 THE AGREEMENT MAY HAVE UPON YOUR FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY.
18. Miscellaneous. You may not assign, transfer, sublicense or otherwise delegate your rights or obligations under this Agreement to another person without our prior written consent. Any such assignment, transfer, sublicense or delegation in violation of this Section shall be null and void. We are located in the state of Utah and this Agreement and the Note will be entered into in the state of Utah. Consequently, the provisions of this Agreement will be governed by federal laws and the laws of the state of Utah to the extent not preempted, without regard to conflicts of law rules. Any waiver of a breach of any provision of this 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 Agreement will not constitute a waiver of such term or condition. If any part of this Agreement is determined to be invalid or unenforceable under applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect. This Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies on any other person.
19. Arbitration. EITHER PARTY MAY, AT ITS SOLE ELECTION, REQUIRE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL PAST, PRESENT OR FUTURE DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT OR THE NOTES, YOUR LOAN REQUEST AND YOUR LOAN, INCLUDING CLAIMS BY OR AGAINST (I) YOU AND ANY PERSON CLAIMING THROUGH YOU AND (II) US, LENDINGCLUB, OR ANY LENDINGCLUB LENDER MEMBER AND ANY PERSON CLAIMING THROUGH SUCH PERSONS, BE FINAL AND BINDING ARBITRATION, except that, to the extent that you have in any manner infringed upon or violated or threatened to infringe upon or violate our patent, copyright, trademark or trade secret rights, we may seek injunctive or other appropriate relief. You may opt out of this arbitration agreement by writing to LendingClub Corporation, 440 N Wolfe Road, Sunnyvale, California 94085, Attention: Loan Processing Department within 30 days of the execution of this Agreement. This arbitration agreement is to be given the broadest possible reading that is enforceable.
Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, we will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING LENDINGCLUB OR ANY OTHER CURRENT OR FORMER MEMBER OF LENDINGCLUB, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.
This arbitration agreement is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in the paragraph above prohibiting the consolidation of claims. The AAA Rules, which you may obtain from that organization, shall govern the arbitration unless they conflict with this arbitration agreement, in which case this arbitration agreement will control. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court, nor to state or local laws that relate to arbitration proceedings.
This arbitration agreement shall survive (i) suspension, termination, revocation, closure, or changes of this Agreement, your loan, and your relationship with us or LendingClub; (ii) the bankruptcy or insolvency of any party or other person; and (iii) any transfer of your loan, your Notes, or any amounts owed on your Notes, to any other person or entity. If any portion of this arbitration agreement is deemed invalid or unenforceable, the remaining portions of this arbitration agreement shall nevertheless remain valid and in force, except that in no event shall any such invalidation be deemed to authorize an arbitrator to determine claims or make awards beyond the scope of authority as limited in this arbitration agreement.
Exhibit A
PROMISSORY NOTE
Borrower name and address: ______________________________________________ (not visible to lenders)
$_______________
_____________, 200_
For value received, I ("Borrower") promise to pay to the order of WebBank or any subsequent holder (“you” or “Lender”) of this Promissory Note (the "Note”) the principal sum of ________________ ($_________) Dollars with interest set forth below. I intend to be legally bound by this Promissory Note (the “Note”). I have read, understood, and agreed to all of the terms of this Note.
This Note bears interest during each calendar month from the date hereof until paid, at a fixed rate of ______ (%) annual percentage rate. Interest is calculated on a monthly basis upon the unpaid balance with each date representing 1/12th of a year.
Principal and interest is to be paid during and throughout the period of thirty-six (36) months in the following manner:
Payments of principal and interest in the amount of ________________ ($______) Dollars are to be made by the Borrower to the Lender commencing _____________, 200_, and on the same day of each successive month thereafter until __________, 200__, 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. The last payment might be of a slightly different amount to adjust for rounding.
All payments on this Note are to be made in immediately available lawful money of the United States. Borrower authorizes Lender to debit Borrower’s designated account by Automated Clearing House (“ACH”) transfer for the amount of each payment due on each due date. Borrower acknowledges and agrees that the loan incorporates a discount of 5 points, which is contingent upon Borrower making loan payments by ACH transfer. Borrower may elect to make payments by personal check by contacting support@lendingclub.com or by regular mail at LendingClub Corporation, 440 N Wolfe Road, Sunnyvale, California 94085, Attention: Loan Processing Department. If Borrower elects to make payments by check, the interest rate discount will be cancelled and the interest rate will be increased immediately starting with the next payment by 5 points for the remaining term of this Note. In such event, the term of the Note and the number of payments will remain the same, but the payment amount will increase. This authorization does not affect Borrower's obligations to pay when due all amounts payable under this Note, whether or not there are sufficient funds therefor in such accounts. The foregoing authorization is in addition to, and not in limitation of, any rights of setoff Lender may have. With regard to payments made by automatic withdrawal, Borrower has the right to stop payment of automatic withdrawals or revoke Borrower's prior authorization for automatic withdrawals by notifying his financial institution at least three (3) banking days before the scheduled date of transfer. Borrower will notify Lender of the exercise of Borrower's right to stop a payment or revoke Borrower's authorization for automatic withdrawals at least three (3) banking days before the scheduled date of transfer. All payments are to be applied first to the payment of all fees, expenses and other amounts due to Lender (excluding principal and interest), then to accrued interest, and the balance on account of outstanding principal; provided, however, that after an Event of Default (as defined below), payments will be applied to the Borrower’s obligations as Lender determines in its sole discretion.
Borrower agrees to pay a fee of $15 if ACH transfers or checks are returned or fail due to insufficient funds in Borrower’s account or for any other reason. Each attempt to collect a payment is considered a separate transaction, so an unsuccessful payment fee will be assessed for each failed attempt. If Borrower’s payment is more than 15 days late, Lender may charge a late fee in an amount the greater of 5% of the outstanding payment or $15. These fees may be collected using ACH transfers initiated by us from your designated account. Any such late fee assessed is immediately due and payable. Any payment received after 3:00 P.M. on a banking day is deemed received on the next succeeding banking day.
Borrower may make any payment early, in whole or in part, without penalty or premium at any time. Any partial prepayment is to be applied against the principal amount outstanding and does not postpone the due date of any subsequent monthly installments, unless Lender otherwise agrees 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. Lender may accept late payments or partial payments, even though marked “paid in full”, without losing any rights under this Note.
Borrower will use the proceeds of the loan from Lender primarily for personal, family or household use and not for commercial purposes. Borrower certifies that the proceeds of the loan will not be used for the purpose of purchasing or carrying any securities.
I will be deemed in default (each, an “Event of Default”) of my obligations under this Note if I: (i) fail to pay timely any amount due under this Note; (ii) file or have instituted against me any bankruptcy or insolvency proceedings or make any assignment for the benefit of creditors; (iii) die; (iv) commit fraud or make any material misrepresentation in this Note; or (v) fail to abide by the terms of this Note.
Upon the occurrence of an Event of Default, Lender may exercise all remedies available to it under applicable law, including demand upon Borrower to immediately pay all amounts due under this Note. Lender reserves the right to report loan payment delinquencies at or in excess of 30 days to one or more consumer reporting agencies in accordance with applicable law. Borrower agrees to pay all costs of collecting any delinquent payments, including reasonable attorneys’ fees, as permitted by applicable law.
Lender may assign this Note without notice to Borrower. Borrower may not assign this Note without the prior written consent of Lender. This Note inures to the 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 or released by Lender.
Any changes to this Note must be in writing signed by Borrower and Lender. Notices will be mailed electronically to the addresses provided.
This Note has been executed and delivered in the state of Utah and is deemed a contract made under such state's law. The unenforceability of any provision of this Note shall not affect the enforceability or validity of any other provision of this Note.
STATE LAW NOTICES:
CALIFORNIA RESIDENTS ONLY: A married applicant may apply for a separate account. If you take 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, I have the right to obtain within 60 days a free copy of my consumer credit report from the consumer reporting agency who furnished you my consumer credit report and from any other consumer credit reporting agency which complies and maintains files on consumers on a nationwide basis.
CALIFORNIA AND UTAH RESIDENTS: As required by California and Utah law, I am hereby notified that a negative credit report reflecting on my credit record may be submitted to a credit reporting agency if I fail to fulfill the terms of my credit obligations.
MARYLAND RESIDENTS ONLY: You elect to make this loan pursuant to Subtitle 10 (Credit Grantor Closed End Credit provisions) of Title 12 of the Maryland Commercial Law Article only to the extent that such provisions are not inconsistent with your authority under federal law (12 U.S.C. § 85, § 1463(g), or § 1831d, as appropriate) and related regulations and interpretations, which authority you expressly reserve.
MASSACHUSETTS RESIDENTS ONLY: Massachusetts law prohibits discrimination based upon marital status or sexual orientation.
IOWA RESIDENTS (If the principal amount of this loan exceeds $20,000) AND KANSAS RESIDENTS: IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
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 I am or may be permitted by “applicable law” are permitted by New Jersey law, and (ii) that may be or will be taken by me unless prohibited by “applicable law” are permitted by New Jersey law.
NEW YORK, RHODE ISLAND and VERMONT RESIDENTS: I understand and agree that you 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 I ask, I 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. I also understand and agree that you may obtain a consumer credit report in connection with the review or collection of any loan made to me 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.
WISCONSIN RESIDENTS ONLY: For married Wisconsin residents, my signature confirms that this loan obligation is being incurred in the interest of my 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 your interest unless, prior to the time that the loan is approved, you are 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 I am applying is granted, I will notify you if I have a spouse who needs to receive notification that credit has been extended to me.
UTAH BORROWERS: As required by law, I am hereby notified that a negative credit report reflecting on my credit record may be submitted to a credit reporting agency if I fail to fulfill the terms of my credit obligations.
SCREEN NAME OF BORROWER
BY: LENDINGCLUB CORPORATION
ATTORNEY-IN-FACT FOR BORROWER
(SIGNED ELECTRONICALLY)
Exhibit B
WBK PRIVACY NOTICE
Introduction:
At WBK, the basis of each customer relationship is trust and confidence. As financial services professionals entrusted with sensitive financial information, we respect the privacy of our customers and are committed to treating customer information responsibly.
We are dedicated to protecting your confidential information and have established standards and procedures to safeguard your personal information. This notice is to make you aware of how we treat the personal information we receive about you.
Our Privacy Policy:
It is our policy that we do not disclose nonpublic personal information about our customers, except as provided by law.
Nonpublic personal information is nonpublic information about you that we obtain in connection with providing a financial product or service to you. In particular, we do not provide account or personal information to nonaffiliated companies for independent telemarketing or direct mail marketing of any products or services of those companies.
How we collect Information:
Information about consumers is accumulated in various ways. Customers provide some themselves on applications, or other forms. WBK develops other data as part of providing a product or service to a customer. Still other information is obtained from outside sources such as consumer reporting agencies.
Confidentiality:
We will limit the use and collection of information about our customers to that which is necessary to conduct our business. We use information to protect and administer your records, accounts and funds; to comply with certain laws and regulations; to help us design or improve our products and services; and to understand your financial needs so that we can provide you with quality products and superior service.
We do not reveal specific information about your accounts or other personally identifiable data to parties outside our bank and companies for their independent use unless:
- You request or authorize it and we approve it;
- The information is provided to help complete a transaction initiated by you;
- The information is provided to LendingClub;
- The information is provided to a reputable credit bureau or similar information reporting agency; or
- The disclosure is lawfully permitted or required.
Limits on Employee Access:
At WBK, employee access to personally identifiable customer information is limited to those with a business reason to know such information. Employees are educated on the importance of maintaining the confidentiality of customer information and on these Privacy Principles. All WBK employees are responsible for maintaining the confidentiality of customer information.
Security:
We safeguard personal and financial information according to established standards and procedures. All of our operational and data processing systems are in a secure environment that protects your account information from being accessed by third parties. Our employees are trained to understand and comply with these information principles.
Information about former customers:
We maintain the same policy about disclosing information about former customers as we do about current customers.
Complete and Accurate Information:
We continually strive to maintain complete and accurate information about you and your accounts. Should you ever believe that our records contain inaccurate or incomplete informa1ion about you, please notify us. We will investigate your concerns and correct any inaccuracies.
Future changes:
We reserve the right to change the procedures and other provisions in this disclosure at any anytime. If we do, we will notify you of those changes.
If you have questions:
WBK recognizes and respects the privacy expectations of our customers. We want our customers to understand our commitment to privacy in our use of customer information. As a result of our commitment, we have developed this Privacy Notice, which is available to our customers.
