Last revised December 2025
Welcome to “the Club”! As a member of LendingClub Bank, we’re thrilled to provide you tools and insights to help you better understand and manage your debt and overall financial health. When you use LendingClub Bank’s DebtIQ™, you are entering into a legal agreement, as outlined below.
While there is quite a bit of legal language, we've made efforts to make the agreement straightforward – Now, let’s jump into the legal terms.
Terms of Use
DebtIQ is a service (the “Service”) provided by LendingClub Bank, N.A. ("LendingClub”, and together with service providers, agents, assigns, and third parties acting on LendingClub’s behalf "we," "us," or "our"). By checking the authorization checkbox and enrolling in and accessing or using the Service, you signify that you have read, understand, and agree to these DebtIQ Terms of Use, the DebtIQ Credit Authorization, our Privacy Policy, our Online and Mobile Banking Agreement.
Carefully read the entire DebtIQ Terms of Use (the “Agreement)”, as it impacts your legal rights. If you do not agree to this Agreement without limitation or exclusion, please discontinue your use of and access to the Service. This Agreement and the terms defined herein are effective immediately.
NOTICE OF BINDING ARBITRATION AGREEMENT
THE ARBITRATION AGREEMENT INCLUDED IN SECTION 9 BELOW CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND US. AMONG OTHER THINGS, THE ARBITRATION AGREEMENT PROVIDES, WITH LIMITED EXCEPTIONS, THAT YOU OR WE MAY ELECT TO HAVE DISPUTES RESOLVED BY BINDING AND FINAL ARBITRATION INSTEAD OF COURT. THE ARBITRATION AGREEMENT ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THE ARBITRATION AGREEMENT CAREFULLY AND IN ITS ENTIRETY. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, PLEASE CONSULT AN ATTORNEY, AS THIS SECTION AFFECTS YOUR LEGAL RIGHTS.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN 30 DAYS OR ARE A “COVERED BORROWER” AS DEFINED BY THE MILITARY LENDING ACT: (1) WE CAN REQUIRE YOU TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ONLY THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS; (2) YOU WAIVE YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL; AND (3) YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION.
We reserve the right in our sole discretion to make changes to how we operate and provide the Service, including adding new services, modifying existing services, suspending, discontinuing, or terminating your access to any or all portions of the Service.
Contact Us
If you have questions about your DebtIQ account, you may contact us at 844.880.5798.
1. Our Services
LendingClub Bank’s DebtIQ encompasses tools, services, and offers or links to LendingClub’s other products or services, which may be personalized for you, designed to help you take control of your debt, and understand and manage your overall financial health.
Through DebtIQ we will provide you with free credit reports, credit scores, credit monitoring, and various information from your credit accounts. DebtIQ will also provide you with the ability to manage credit cards (“Cards”). If eligible, you may receive personalized product offers with the goal of helping you to improve your financial health. We will sometimes need you to provide consents or agree to special terms as we continue to develop the products and features available to you. Please note that some features are being developed and may not be available to all users. A feature that was once available to you may be discontinued.
You agree to provide current, complete, and accurate information to use this Service. If any provided information is untrue, inaccurate, not current, or incomplete, LendingClub may terminate your account or decline future use of any features or Services.
Your Credit Information
Credit Score. Your credit score, score factors, and other credit information (collectively, "Credit Score Information") provided through the Service are based on data obtained from one or more of the major credit bureaus or consumer reporting agencies (each a “Credit Bureau”).You can use the Service and view your Credit Score Information for free without impacting your credit score. Credit Score Information, including the credit score, is updated regularly while you are enrolled in the Service.
The Service can only evaluate the Credit Score Information that appears on your consumer report. Accounts not reported to or subsequently deleted from your consumer report will not be reflected in your credit score. LendingClub does not control your Credit Score Information and is not able to make any changes to it. LendingClub cannot act on your behalf to dispute the accuracy of any information that appears in your credit report, other than information reported by LendingClub. If you believe that the reported Credit Score Information is inaccurate or incomplete, you will need to contact the Credit Bureau directly (unless the inaccurate or incomplete reporting involves a LendingClub product).
Tradeline Information. Your tradeline details, which may include your credit card balance, total credit limit and available credit, will be provided through the Service (“Tradeline Information”). Your Tradeline Information displayed and evaluated in the Service is provided by one or more Credit Bureaus and received through one or more of our third-party service providers. LendingClub does not maintain your Tradeline Information and is not able to make any changes to the information.
Your Right To Receive A Free Credit Report. Under the Fair Credit Reporting Act, you have the right to receive a free credit report from each of the three national consumer reporting agencies once during any twelve-month period. To do so or for more information, visit AnnualCreditReport.com or call 877-322-8228.
Education and Insights
DebtIQ will provide financial education through various tools, including a simulator for your credit score and/or strategies to help you pay down your debt and improve your overall financial health.
The credit score simulations estimate how certain changes may impact your credit score over time. Credit score changes simulated in DebtIQ are only predicted estimates. LendingClub and Credit Bureau do not guarantee that your actual credit score will change by the same amount, in the same way, or at all. The credit score simulator is not an offer of credit. The information that you enter in the credit score simulator does not directly impact your credit score.
LendingClub may offer options to sort your credit cards to help you make decisions about the payment priority of your credit cards and/or simulate how payments to certain cards may impact interest savings and progress on paying down your debt (“Payment Strategies”). This may consider information including but not limited to your credit card balances, APRs, and card utilization. While these Payment Strategies consider information unique to you, LendingClub is not aware of all your financial information which could impact your payment priority.
Neither DebtIQ nor any other feature of the Service is intended to provide any legal, tax, or financial advice.
Paying Your Credit Card Accounts with DebtIQ
Overview. You can use the Service to make one-time payments to Cards you authorize in DebtIQ with funds from your LendingClub checking account (the “Payments Feature”). To use the Payments Feature, you must have a LendingClub checking account that is open and in good standing. You must designate a LendingClub checking account (“Payment Account”) as the account from which payments to your Cards should be withdrawn.
You may instruct us to withdraw funds from your Payment Account and transfer funds to your designated credit card issuer to make the payment on the credit card account. Payments can only be made to Cards for which the identity of the cardholder has been verified to be consistent with identity of the individual enrolled in DebtIQ.
One-Time Payments. You may make a one-time payment by instructing and authorizing us to initiate a single payment from your Payment Account for an amount you specify to a Card available for payment in your DebtIQ account. Our ability to pay your card depends on factors including you providing accurate card information, compatibility with our payment processing systems and verified ownership.
We may set a maximum dollar amount for payment or other restrictions if we reasonably believe restrictions are necessary or advisable for security reasons or to prevent misuse, fraud or an illegal act.
Timing. Instructions to pay a card through this Payments Feature must be submitted at least four full Business Days before you wish the payment to be received by the credit card. For the purpose of this Agreement, Business Day means Monday through Friday, excluding federal holidays. Failure to submit payment instructions at least four full Business Days before it should be received by the issuing bank may result in late fees, interest charges, and other consequences. You understand your responsibility to submit timely payment instructions, and LendingClub will not be liable for any late fees charged as a result of untimely payment instructions.
Once a payment is processing, it cannot be stopped.
Inability to Access Funds from Payment Account. If funds cannot be accessed from your Payment Account to complete your payment instructions for any reason (for example, insufficient funds, closed account, locked account, or inability to locate account), the transaction will not be completed. If you do not have sufficient funds in your Payment Account to complete the full payment amount no payment will be made toward your Card(s).
Electronic Fund Transfers Rights and Responsibilities. Please see the Deposit Account Agreement for additional information relating to electronic fund transfers rights and responsibilities, including without limitation information about unauthorized transactions and error resolution. The Deposit Account Agreement was provided and agreed to during deposit account opening and is included herein by reference. All payments made through DebtIQ are made from a LendingClub checking account. Except as specifically disclosed in this Agreement as applicable specifically to the DebtIQ Service and experience, all roles, responsibilities and processes relating to electronic fund transfers are consistent with what is provided in the Deposit Account Agreement.
Periodic Statement. LendingClub will not send you an independent periodic statement listing transactions that you make through DebtIQ. The transactions will appear on the statement associated with your Payment Account, which will remain the official record of your Payment Account and its activity.
Alerts and Notices
You expressly consent and agree to receive notifications, alerts and messages (“Notices”), from LendingClub and its affiliates, to your email address and, based on your preferences, communicated by additional means, such as, text messages, by pop-up notices or push notifications on your mobile device or displayed to you in your online LendingClub account or in your mobile LendingClub application. Please be aware that Notices may be delayed or prevented from being delivered to you for a variety of reasons. Therefore, we cannot guarantee the accuracy or timely arrival of any Notices.
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 or relating to the Service, 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 or email address associated with the Service 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 or email address 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.
Financial Product Offers
Through the use of the Service, you may be presented with offers or links to LendingClub’s other products or services, or other third party products or services, as options to help you reach your financial goals and offer you the opportunity to improve your overall financial health. These products or services may be owned and operated by LendingClub, including content, features, tools, data, software and functions made available by LendingClub through www.lendingclub.com, our mobile applications, and other websites or applications we operate. These products or services may have additional terms that will be provided during application or origination processes.
Changes to DebtIQ Terms of Use
We may make changes to this Agreement from time to time, in our sole discretion, including adding new terms or fees or deleting existing terms. If we do this, we will notify you if required by applicable law and post the updated Agreement on the LendingClub website and indicate the date the Agreement was last revised. You understand and agree that your continued use of the Service after we have made any such changes constitutes your acceptance of the new Agreement. We will sometimes need you to provide consents or agree to special terms as we continue to develop the products and features available to you.
2. Your Account Requirements
Eligibility
You must be a LendingClub member with an online banking profile to access products or services provided by or through LendingClub or its affiliates, including products and services you obtained through the LendingClub platform. You must be at least 18 years old to use the Service. You certify that you are enrolling in the Service for yourself. The Service is not available for non-consumer members. Each user is only permitted to register for one DebtIQ account.
In addition to the eligibility criteria set forth above, you may be required to meet additional eligibility criteria for certain features set forth in this Agreement. For example, features that rely upon information provided by third parties may require that those third parties possess sufficient information about you to support such feature. If you lack sufficient credit history or third parties are unable to match you with a Credit Score Information, you may not be able to use all the DebtIQ Services and features. We reserve the right to refuse access to DebtIQ Services and features at any time.
Accuracy of Information; Unauthorized Use
To the extent we request information from you in connection with your use of the Service, you agree to provide true, accurate and complete information. You understand that it is your responsibility to keep all information up-to-date. You agree to notify us promptly of any unauthorized use of the Service and of any loss, theft, or disclosure of your password. You agree not to give or make available your online or mobile banking User ID and/or password or other means to access your account to any unauthorized individuals. You are responsible for all payments you authorize using the Service. If you permit other persons to use Services or your password/user ID or other means to access your account, you are responsible for any transactions they authorize. If you believe that your Password/User ID or other means to access your account has been lost or stolen or that someone may attempt to use the Service without your consent or has transferred money without your permission, you must notify us at once by contacting us at 844.880.5798, and we may require that you update your Password/User ID to protect your account security. For more information on your rights and obligations concerning unauthorized or erroneous transactions, please refer to your Deposit Account Agreement. Failure to comply with these requirements shall constitute a breach of this Agreement and shall constitute grounds for immediate termination of your right to access the Service.
Consents and Use of Financial Information
When you enroll with DebtIQ, you authorize us to create and maintain an account in your name using your account enrollment information and other information that may be collected about you in accordance with our Privacy Policy as part of providing our Service.
When you enroll in DebtIQ, you also specifically consent and authorize us to request and receive your consumer report, and any information derived therefrom, from one or more Credit Bureaus and other third party service providers and use such consumer report and information as agreed to in the DebtIQ Credit Authorization presented during enrollment.
Additionally, during your use of the Service, and for the purpose of making one or more features available within DebtIQ, you may direct us to retrieve your financial account information (“Financial Account History”) maintained online by third-party financial institutions such as your bank or credit card company (“Service Providers”) in order to link your credit cards (collectively, “Other Account(s)”) within the DebtIQ Service. An Other Account is an account that is successfully linked with the DebtIQ Service (“Linked Card”). We do not receive or store any user account credentials for Other Accounts. Instead, the Service Providers store those login credentials in a separate database to retrieve Financial Account History.
We process and retain your Financial Account History in our databases. Please be aware that any stored Financial Account History may be subject to corruption of data, loss of personalized settings or other interruptions in availability.
In addition, any Financial Account History is only as accurate as the information provided to us by our Service Providers, which may not necessarily reflect your Financial Account History as provided to you by your financial institution. Because of this, it is your responsibility to ensure that your Financial Account History, including but not limited to due dates and amounts due, is accurate. We are not responsible for inaccurate or incomplete information contained in your Financial Account History. If you provide any information about your credit cards such as due dates, APR, minimum payments and balances, you assume responsibility for the accuracy of that data.
Device Usage
We may, solely at our discretion, make the Service available through a browser on your computer, a browser on a mobile device, or through an application running on a mobile device. You are responsible for all costs incurred by you with respect to using the Service on any device, including data usage fees and other telecommunications fees. By using LendingClub’s mobile application, you agree that we may communicate with you by electronic means to your mobile device and, as a result, that certain information about your usage of our mobile application may be communicated to us in accordance with our Privacy Policy.
Cancellation
You may terminate your service with DebtIQ at any time by unenrolling from the Privacy menu of your online banking. Your cancellation will be effective after we have a reasonable time to process it. When you cancel, it does not affect the validity of any actions taken by us prior to your cancellation or while we are processing it. If you unenroll from DebtIQ, you will be able to view a history of the payments in your LendingClub checking account. The payments you initiated will also appear on the statement associated with your Payment Account, which will remain the official record of your Payment Account and its activity. You may lose access to all data in your terminated DebtIQ account, and any Financial Product Offers may be voided.
We may cancel or amend the terms of the Service at any time for any reason.
Termination
We may terminate, suspend, discontinue, or limit your access to any or all portions of the Service at any time for any reason without prior notice. We may determine other eligibility criteria in our sole discretion.
Market Research
From time to time, you may be presented with a survey or other questions to solicit feedback about your use of the Service. Your participation in these types of market research activities is optional and will not impact your eligibility to receive features or services when available to the general public. Should you choose to participate, we may use information you provide to improve and/or develop our Service.
3. Limitations and Restrictions on Use of the Service
Credit Scores and Credit Report
We intend for you to learn more about your credit score and the factors that impact it. We do not guarantee that the information we present as part of the Service, including credit report or Credit Score Information, is the same information that may be used or reviewed by LendingClub or a third party to assess your creditworthiness or eligibility for any particular product or service.
Analysis and Estimates
We may use information we obtain about you to analyze and present certain information, features, or products to you. Any analysis or estimate we provide as part of the Service is for informational purposes only. The analysis and estimates are based on certain assumptions and use only the data we have. The methodology we use to determine which offers, analysis, or other information is presented or highlighted is proprietary and may change.
Product and Third Party Offers
With respect to product offers, we do not guarantee that you will be presented with offers for any particular types of products or services or that you will meet the approval criteria for any particular offer. It is always your choice whether to apply for a product or service offered by us or a partner. We will never submit an application for a product or service on your behalf without your consent.
No Professional Services Provided
LendingClub is not a credit counselor, credit repair organization (as defined under federal or state law, including the Credit Repair Organizations Act), or financial advisor and the Service is not intended to be relied upon as financial advice. LendingClub does not provide credit repair services or advice or assistance with rebuilding or improving your credit history or credit score or monitoring for specific events that may impact your credit information. Any analysis provided in connection with the Service is based on available data, which may not include all relevant information that you may wish to consider before making decisions. Use of the Service is not a substitute for individualized professional advice.
Links to or Connections with Third Party Sites or Applications
The Service or communications to you may contain third party content or links to third party sites, applications or services (collectively, “Third Party Content”). The Service may also include features that allow you to connect your LendingClub Bank checking account with accounts or services provided by third parties, such as accounts you maintain with financial institutions (“Third Party Services”). We do not control, maintain, or endorse the Third Party Content or Third Party Services, and we are not responsible or liable for any Third Party Content or Third Party Services, including any damages, losses, failures, or problems caused by, related to, or arising from Third Party Content or Third Party Services. Your interactions and business dealings with the providers of the Third Party Content or Third Party Services, including products or services offered by such third parties, are solely between you and the third party. You should review all of the relevant terms and conditions associated with Third Party Content or Third Party Services, including any privacy policies and terms of service. We are not responsible for any information that you agree to share with third parties in connection with Third Party Content or Third Party Services.
Trademark and Copyright Information
DebtIQ and the other trademarks, logos, and service marks displayed through this Service are the property of LendingClub, its affiliates or their respective third-party owners. Under no circumstances may you alter, modify, or change these trademarks. You are prohibited from using these trademarks for any purpose without written permission. All content contained with or provided through the Service is owned by LendingClub or its licensors. You are prohibited from copying or using such content for any purpose other than to receive the Service.
Compliance with Law
You must comply with all applicable laws when using the Service. You are not permitted to use the Service to obtain any consumer report, score or other consumer information under false pretenses or in violation of the Fair Credit Reporting Act or applicable state or federal law.
4. No Warranty
WE PROVIDE ACCESS TO THE SERVICE, INCLUDING ITS CONTENT AND MATERIALS, "AS IS" AND "AS AVAILABLE" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. LENDINGCLUB, ON BEHALF OF ITSELF, ITS AFFILIATES AND ITS LICENSORS, SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH OUR SERVICE WILL CREATE ANY WARRANTY. YOUR USE AND ACCESS OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO OUR SERVICE.
YOU ACKNOWLEDGE THAT LENDINGCLUB IS SOLELY AN INTERMEDIARY (I) BETWEEN YOU AND ANY CONSUMER REPORTING AGENCY OR OTHER INFORMATION PROVIDERS ACTUALLY PROVIDING YOUR CREDIT INFORMATION; (II)BETWEEN YOU AND THIRD PARTIES WHOSE OFFERS WE MAY PRESENT AND (III)BETWEEN YOU AND ANY CREDIT CARD ISSUER OR SERVICER TO WHOM WE MAY FACILITATE PAYMENTS. LENDINGCLUB EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE SERVICE, INCLUDING THE INACCURACY OR INCOMPLETENESS OF ANY CREDIT SCORE INFORMATION, OFFERS, TOOLS OR ANALYSES AVAILABLE THROUGH THE SERVICE.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL AFFECT WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW.
5. Governing Law
This Agreement is governed by and interpreted according to federal law and the laws and regulations of the state of Utah. If state and federal law are inconsistent, or if state law is preempted by federal law, federal law governs. This Agreement may rely upon all applicable preemptions afforded to national banks by the laws and regulations of the United States of America.
6. Severability
If any provision of this Agreement conflicts with law or is held invalid or unenforceable for any reason, then that provision shall be deemed to be restated to reflect original intentions of the parties in accordance with applicable law. The remaining provisions of this Agreement will remain in full force and effect unless otherwise provided.
7. Limitation of Liability
NEITHER LENDINGCLUB NOR ANY OF ITS AFFILIATES, AGENTS, LICENSORS, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EQUITY HOLDERS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY, "LENDINGCLUB PARTIES" AND EACH A “LENDINGCLUB PARTY”) SHALL BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR PENALTIES (INCLUDING DAMAGES FOR LOST PROFITS, LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION, AND THE LIKE), HOWEVER THEY MAY ARISE, INCLUDING BUT NOT LIMITED TO YOUR USE OF THIS SERVICE OR ANY OF LENDINGCLUB'S OTHER SERVICES, WHETHER FOR BREACH OR IN TORT, EVEN IF LENDINGCLUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF LENDINGCLUB PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF, OR ANY INABILITY TO USE ANY PORTION OF, THE SERVICE, OR OTHERWISE ARISING OUT OF OR RELATING TO THE DEBTIQ TERMS OF USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED IN THE AGGREGATE ONE HUNDRED UNITED STATES DOLLARS ($100.00).
8. Indemnification
You will defend, indemnify, and hold harmless the LendingClub Parties from and against any and all claims, losses, expenses, demands, or liabilities, including attorneys’ fees and costs, incurred by the LendingClub Parties in connection with any claim by a third party arising out of or in any way related to: (1) your use of the Service; (2) your breach or alleged breach of the Agreement; (3) or your violation or alleged violation of any applicable law; (4) your infringement or alleged infringement of any intellectual property or other right of any other person or entity; or (4) any dispute between you and a third party, including any provider of Credit Score Information, Tradeline Information, and Third Party Content.
You must not settle any such claim or matter without the prior written consent of LendingClub. The LendingClub Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you further agree that you will cooperate fully in the defense of any such claims.
This obligation shall survive termination or expiration of this Agreement and/or your use of DebtIQ.
9. ARBITRATION AGREEMENT
RESOLUTION OF DISPUTES: PLEASE READ THIS ARBITRATION AGREEMENT 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 SUBSECTION (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 (ARBITRATION AGREEMENT) IS NOT APPLICABLE TO YOU AND YOU DO NOT NEED TO TAKE FURTHER ACTION TO OPT OUT. FOR PURPOSES OF THIS SECTION (ARBITRATION AGREEMENT), THE TERMS "WE," "US," AND "OUR" INCLUDE LENDINGCLUB BANK, NATIONAL ASSOCIATION, LENDINGCLUB CORPORATION, AND/OR THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, RELATED PERSONS OR ENTITIES, AND ANY PREDECESSORS AND SUCCESSORS IN INTEREST; ANY SUBSEQUENT HOLDER OF ANY ACCOUNT OR LOAN YOU OBTAIN; AND ANY ASSIGNEE OF ANY CORRESPONDING ACCOUNT AGREEMENT OR 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 ("Arbitration Agreement"), unless you opt out as provided in Subsection (b) below. We agree not to invoke our right to arbitrate an individual Claim you may bring in small claims court, so long as the Claim remains in such court, is within that court’s jurisdiction, and advances only on an individual (non-class, non-representative) basis and seeks relief only applicable to you. Accordingly, filing or pursuing a Claim in small claims court does not waive any right to seek arbitration for Claims outside the court’s jurisdiction or if the Claim is transferred, removed, or appealed to a different court.
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 Service or any terms, service provided by us, DebtIQ account, deposit account, deposit account application, 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, crossclaims, third-party claims, or otherwise. Even if all parties have opted to litigate a Claim in court, you or we may choose to arbitrate any Claim made by a new party or any Claim later asserted by a party in that action or any related or unrelated lawsuit.
The scope of this Arbitration Agreement is to be given the broadest possible interpretation that is enforceable. Your agreement to the 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., 2701 N Thanksgiving Way, Suite 300, Lehi, UT 84043, Attention: Legal Department, which is received at the specified address within 30 days of the date of your electronic acceptance of the Agreement. The opt-out notice must be personally signed by you and clearly state: (i) that you do not wish to resolve disputes with us through arbitration; (ii) the date you enrolled in the Service; and (iii) your first and last name, mailing address, email address and social security number. You may send an opt-out notice by U.S. mail, delivery service (e.g., UPS, FedEx, etc.) 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 then we will also not be bound by it; however, all other parts of the Agreement will continue to apply.
c. Pre-Arbitration Notice of Dispute and Informal Dispute Resolution Period. 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. Therefore, before filing any Claim in arbitration, you agree to notify us by sending an email to customeradvocacy@lendingclub.com that provides your first and last name, current email address, mailing address, and telephone number, as well as the name, email address, and telephone number associated with your account (if different from your current information); and describe the nature of the Claim and the specific relief being sought. To protect your account information, any authorization of a third-party, including any counsel you may have, to access your account information must comply with our customer authentication policies in effect at such time, which may require, among other things, that you provide identifying information to confirm your identity against account information maintained in our systems.
Further, before you file a Claim in arbitration, you and we agree to meet and confer, via teleconference or videoconference, in a good faith effort to informally resolve any Claim covered by this Arbitration Agreement. If either party is represented by counsel, that counsel may participate in the informal dispute resolution conference. During this process, you may be provided with, or you can provide, an offer of judgment. All offers, promises, conduct, and statements made in the course of the informal dispute resolution process by any party, its agents, employees, and attorneys are confidential and not admissible for any purpose in any subsequent proceeding, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the informal dispute resolution process.
The informal dispute resolution conference shall occur within 60 days of receipt of the written notice described above, unless an extension is mutually agreed upon. If, after participating in that conference, the parties are unable to resolve the Claim, you may commence an arbitration in accordance with this Arbitration Agreement. Completion of this informal dispute resolution is a condition precedent to filing any demand for arbitration. Failure to do so is a breach of this Arbitration Agreement, and no demand for arbitration shall be valid unless such written notice is provided and good faith discussions have been conducted. Any statute of limitations will be tolled while the parties engage in the informal dispute resolution process described in this Subsection (c).
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 Subsection (g) below (Class Action Waiver and Jury Trial Waiver) shall be for a court of competent jurisdiction to decide.
The party initiating arbitration shall do so with the American Arbitration Association (the "AAA"). 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 AAA, 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. In the case of a conflict between the rules and policies of the AAA 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 AAA apply.
Except to the extent superseded 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. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. Each party shall bear the expense of its own attorneys, experts, witnesses, and other expenses, regardless of which party prevails. However, if the arbitrator finds at any time that a Claim was filed frivolously, for purposes of harassment, or otherwise in bad faith, then the filing party will reimburse the other party for all costs and fees, including attorneys’ fees, associated with such Claim.
f. Procedures for Mass Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and we agree that if 25 or more similar Claims (including yours) are asserted against us by or through the same or coordinated counsel or are otherwise coordinated, then the resolution of your dispute will be subject to these Procedures for Mass Arbitration. These Procedures for Mass Arbitration will apply whether or not such Claims are filed simultaneously. You also agree to the following process and application of the AAA’s rules for Mass Arbitration, including the AAA Consumer Mass Arbitration and Mediation Fee Schedule and the AAA Mass Arbitration Supplementary Rules:
Stage 1: Counsel for the claimants and counsel for us shall each select 10 cases (per side) to proceed first in individual arbitration proceedings. The parties may, but are not required to, agree in writing to modify the number of cases to be included. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings pursuant to this Subsection (f). A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator during the process unless the parties agree otherwise, and the arbitrator is encouraged to resolve the case(s) within 120 days of appointment. After decisions have been rendered in the first 20 cases, we and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the first 20 cases.
Stage 2: If the parties are unable to resolve the remaining cases after the mediation in Stage 1, each side shall select another 10 cases (per side) to proceed to individual arbitration proceedings. The parties may, but are not required to, agree in writing to modify the number of cases to be included. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator during the process unless the parties agree otherwise, and the arbitrator is encouraged to resolve the case(s) within 120 days of appointment. After decisions have been rendered in the second group of 20 cases, we and all claimants shall engage in another global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the first 40 cases.
If a global settlement cannot be reached in the global mediation in Stage 2, the parties and the mediator may discuss and agree upon an alternative process for resolving the remaining cases that incorporates the decisions in the first 40 cases decided upon in Stages 1 and 2; however, the parties are not required to agree to any modifications to the process set forth herein.
Following the global mediation in Stage 2, you or we may separately or by agreement, opt out of arbitration and elect to have your Claim heard in court consistent with this Arbitration Agreement. You may opt out of arbitration by providing an opt-out notice in accordance with Subsection (b), except this notice shall be provided within 30 days after the conclusion of the global mediation in Stage 2. We may opt your Claim out of arbitration by sending an individual notice of our intention to opt out to your counsel, signed by a corporate representative and sent by U.S. mail, delivery service (e.g., UPS, FedEx, etc.) or courier within 14 days of the expiration of your 30-day period to opt out.
You agree to cooperate in good faith with us and the arbitration provider to implement the above “staged approach” or other similar approach to provide for an efficient resolution of Claims, including the payment of single filing and administrative fees for batches of Claims. For the sake of clarity, the “staged approach” or other similar approach shall in no way be interpreted as authorizing class arbitration of any kind. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected for inclusion in a batch pursuant to this Subsection (f).
We do not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated Claims under any circumstances, except as set forth in this Subsection (f).
The statute of limitations and any filing fee deadlines shall be tolled for Claims subject to this Subsection (f) from the time these Procedures for Mass Arbitration are triggered until the time your Claim is selected to proceed, withdrawn, opted-out of these Procedures for Mass Arbitration or otherwise resolved.
g. Class Action Waiver and Jury Trial Waiver. YOU AND WE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING, WITHOUT LIMITATION, A FEDERAL OR STATE CLASS ACTION LAWSUIT OR A CLASS ARBITRATION. Accordingly, there shall be no right or authority for any claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, as a private attorney general or other similarly situated persons. YOU AND WE acknowledge and agree that under no circumstances will a class action be arbitrated. Notwithstanding the foregoing, an arbitrator may consolidate more than one person's claims if we provide consent to such consolidation in writing. This Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from this agreement to arbitrate Claims.
To the fullest extent allowable by applicable law, you and we waive the right to a jury trial.
h. Survival and Severability. This Arbitration Agreement shall survive (i) the suspension, termination, revocation, closure of, or amendments to, the Agreement and/or this and any other 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 the Service or any account, loan 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 Subsection (g) 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 Subsection (g) is deemed invalid, limited or unenforceable, and all rights to appeal have been exhausted such that the court’s decision is final, then this Arbitration Agreement shall be null and void and you and we agree that in such instance any Claims shall be adjudicated in the State or Federal Courts in the State of Utah. The forgoing sentence notwithstanding, if a court decides that any of the provisions of Subsection (g) is found to prohibit an individual claim seeking public injunctive relief, then: (i) such prohibition against public injunctive relief shall be deemed unenforceable; and (ii) the remainder of Subsection (g) and this Arbitration Agreement shall remain valid and in force in all other respects. For the sake of clarity, in no event shall any court decision finding a provision of Subsection (g) invalid or unenforceable be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Agreement.
