Lenme Inc.

 

Borrower Participation Agreement

Last Updated on October 16, 2020

The following terms and conditions constitute a binding agreement (this “Agreement”) between you and Lenme Inc., a Delaware Corporation (“Lenme,” “we” or “us”). Lenme is a technology platform (the “Platform”) that allows potential borrowers to apply for installment loans to be funded by lending participants on the Platform (each, a “Lender”). BY CLICKING “I AGREE,” YOU ARE ELECTRONICALLY SIGNING THIS AGREEMENT AND YOU AGREE TO BE

BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. By electronically signing this Agreement, you also (a) reaffirm your acceptance of the Terms of Use available on the Platform, (b) consent to our Privacy Policy which is available on the Platform and (c) agree to have any dispute with us resolved by binding arbitration as set forth below. Please save a copy of this Agreement for your records.

 

  1. Registering as a Borrower Participant: Loan Requests.

 

  1. You are applying to register with us as a borrower participant on the Platform. Subject to the terms and conditions set forth in the application process, registration as a borrower participant allows you to submit loan requests to the Platform. Your loan request will include the principal amount of funding you wish to receive and your requested loan term. When you make a request, you agree to receive and timely repay the loan that may be made in response to that request. The information you submit in your loan request, along with (i) certain information you authorize us to obtain from your credit report in Section 2 below (including, but not limited to, your VantageScore 4.0 credit score, your debt-to-income ratio, your annual income and account history) and (ii) your Lenme Platform Score (as defined below), will be made available for review by Lenders on the Platform. Lenders will then be able to submit a loan offer to you (each, an “Offer”).

 

  1. WE DO NOT WARRANT OR GUARANTEE (1) THAT YOUR LOAN REQUEST WILL ATTRACT INTEREST FROM LENDER PARTICIPANTS OR (2) THAT YOU WILL RECEIVE AN OFFER AS A RESULT OF POSTING A REQUEST. You may withdraw any loan request, and any Lender may rescind any Offer to you, at any time prior to the loan closing in accordance with Section 2.5 below. You will not be permitted to register and participate on the Platform as a Lending participant if you have any Loan outstanding.

 

  1. We reserve the right to restrict the submission of loan requests through the Platform to borrower participants who meet minimum credit guidelines and other criteria, as determined by us in our sole discretion. You acknowledge and agree that the Platform will limit the loan number of requests you submit or attempt to submit through the

Platform, such that you will be permitted to have only one loan request outstanding at any time.

 

  1. To safeguard your privacy rights, your name and address will not be included in your loan request. Only the initials of your name will appear on your loan request, and only the initials of the name of the Lender will appear with any Offer. In addition, only your initials will appear on any Note (as defined below) generated by the Platform.

 

  1. Credit Information; Lenme Platform Score.

 

  1. By submitting a loan request on the Platform, you authorize us to obtain your credit report from one or more consumer reporting agencies, such as Equifax, Experian, or TransUnion, for a period of twelve (12) months following your loan request. We will initiate a “soft pull” of your credit and this will not affect your credit score. You may withdraw your consent for us to pull your credit report at any time by cancelling your loan request.

 

  1. In the process of preparing your loan request, we will ask you for information relating to your identity and your Designated Account (as defined below). You authorize us to verify any information you submit to us by calling you, requiring you to produce appropriate documentation or other proof, and/or conducting such verification through a third party. You agree to respond promptly to our requests for information in connection with any review of any loan request you submit. You authorize us to request and obtain data from a third party to verify any information that you provide in connection with your loan request. We reserve the right to terminate this Agreement and remove your loan request from the Platform if we have a reasonable basis for suspecting (i) any inaccuracy or omission in your loan request, (ii) any other violation of this Agreement or (iii) for any other reason in our sole discretion. If any information you have provided in connection with your loan request changes after you submit such request, you must either (i) promptly notify us of the change, or (ii) if possible, withdraw your request.

 

  1. In addition, for each borrower participant, using a proprietary algorithm, we will generate a score based upon information you submit to us, information included in your credit report and your account history for loans you have previously received on the Platform (the “Lenme Platform Score”).

 

  1. If you accept a Lender’s Offer, we will initiate a “hard inquiry” of your credit to verifying the information previously provided in the “soft inquiry” we initiated. This hard inquiry may affect your credit score.

 

  1. Loan Closing. Once you approve an Offer extended to you, we will execute a promissory note generated by the Platform relating to your loan, in substantially the form attached as Exhibit A hereto (the “Note”), on your behalf, as further discussed in Section 20 below. Upon our execution of the Note on your behalf, the loan will be funded by transfer from the Lender’s designated account to the account you designate in your loan request (your “Designated Account”). Prior to funding your loan, we will attempt to verify your Designated Account. You understand and agree that if we are unable to verify your

Designated Account for any reason, we will cancel your loan request. Your Designated Account will be the account into which loan proceeds will be deposited and from which monthly loan payments will be made. In addition, at such time, we will report the loan to one or more credit reporting agencies in accordance with applicable law. Once your loan is funded, you authorize us to obtain credit reports from one or more consumer credit reporting agencies at any other time in our sole discretion during the term of your loan.

 

  1. Loan Processing; Servicing and Other Fees.

 

  1. For each loan that you receive on the Platform, you agree to pay us a processing fee equal to one percent (1%) of the total loan amount (the “Platform Fee”), with a minimum Platform Fee of $3.00 for each loan. You agree that the Platform Fee is

non-refundable. The Platform Fee, added to the loan amount you requested, will become the principal amount of the Note you receive. As such, interest will accrue on the loan amount you requested and the Platform fee. The Platform Fee will be deducted from your loan proceeds at the time your loan is funded. In addition to the Platform Fee, additional fees for late payments or payments that fail may also apply to your loan.

 

  1. You acknowledge and agree that Lenme will act as the loan servicer on behalf of the Lender with respect to any loan made to you. A copy of all Notes representing your loans will be maintained in electronic form and made available to you on the Platform, subject to Platform availability. As loan servicer, we will administer your loan on behalf of the Lender and may facilitate the collection of your loan on behalf of the Lender and any of the Lender’s successors and assigns.

 

  1. You may make your monthly loan payments by either: (i) an automated clearing house (“ACH”) transfer or other electronic fund transfer from your Designated Account that you have authorized to automatically recur or (ii) personal check sent by regular mail to Lenme Inc., 1111 Broadway Suite 300, Oakland, CA 94607. If you elect to make payments by check, you acknowledge and agree that there will be a $15 check processing fee per payment, subject to applicable law. If you complete an ACH bank transfer authorization initially, then your first payment and each payment thereafter, in the amount specified in the authorization, will automatically be debited from your Designated Account unless you cancel or modify a payment at least 3 business days before its scheduled date by contacting us. If your ACH bank transfers are rejected or returned for any reason, we will attempt to debit your Designated Account at any time daily for the next seven (7) days. You also agree we may apply the ACH return/check refund fee described in your Note, subject to applicable law, each time an ACH bank transfer or check is returned or rejected.

 

  1. Loan Delinquency. If you fail to make timely payments on your loan, your Lender will have all remedies authorized or permitted by the Note and applicable law. In addition, your loan may be referred to a collection agency for collection. Loan payment delinquencies in excess of thirty (30) days may be reported to one or more credit reporting agencies in accordance with applicable law. A late fee may also be applied for any payment as set forth in the Note evidencing your loan. Subject to limitations of applicable law, we may contact you for any lawful purpose, including debt collection, at any or all of the telephone numbers or email

addresses you provide to us. You confirm that the email address you registered with is your private address and that confidential communications can be sent to you at this address.

 

  1. Representations and Warranties.

 

  1. You agree that you are (a) you are 18 years old (19 if you are in Alabama and Nebraska) and a U.S. citizen or permanent resident and (b) will not, in connection with your loan request: (i) make any false, misleading or deceptive statements or omissions of fact in any loan request, (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 member of the Platform or other person any fee, bonus, additional interest, kickback or thing of value of any kind except in accordance with the terms of your Note; (iv) represent yourself to any person, as a representative, employee, or agent of ours, or purport to speak to any person on our behalf; (v) provide, in your loan request or in communications on the Platform related to your loan request, information upon which a discriminatory lending decision may be made, such as your race, color, religion, national origin, sex, marital status, age, any exercise of your consumer rights or the existence of alimony, child support, or separate income (unless you have included such income in your loan request; or (vi) use any of the loan proceeds to (A) fund any

post-secondary educational expenses, including, but not limited to, tuition, fees, books, supplies, miscellaneous expenses, or room and board, (B) buy, carry or trade in securities or for the purpose of buying or carrying any part of an investment contract security, (C) use any of the loan proceeds for the purpose of investing, trading, or speculating in any currencies, including without limitation cryptocurrencies or digital currencies or any futures or derivatives thereof, or (D) engage in any illegal activity or gambling. You acknowledge and agree that we may rely without independent verification on the accuracy, authenticity, and completeness of all information you provide.

 

  1. You represent and warrant that you are the owner of your Designated Account and have authority to direct that loan payments be made to any Lender from such Designated Account.

 

  1. Termination. We may terminate this Agreement and your status as a borrower participant on the Platform at any time at our sole discretion (a) in the event of any breach of any of your representations, warranties, and covenants in this Agreement, (b) we have any reasonable basis for suspecting that you (i) committed fraud or made a misrepresentation in connection with your registration on the Platform or any loan request, or (ii) performed any prohibited activity with the loan proceeds or would attempt to perform such prohibited activity, or (c) for any other reason in our sole discretion. In such event, we will have all remedies authorized or permitted by this Agreement and applicable law. We may, in our sole discretion, with or without cause and with or without notice, restrict your access to the Platform.

 

  1. NO WARRANTIES. EXCEPT AS PROVIDED IN THIS AGREEMENT, WE MAKE NO REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. LENMEAND ITS AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS AND EMPLOYEES SPECIFICALLY DISCLAIM

ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

  1. LIMITATION ON LIABILITY. OUR LIABILITY, AND THE LIABILITY OF AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS AND EMPLOYEES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. FURTHERMORE, WE MAKE NO REPRESENTATION OR WARRANTY TO YOU REGARDING THE EFFECT THAT THIS AGREEMENT AND/OR YOUR RECEIPT OF AMOUNTS PAID TO YOU UNDER ANY NOTE MAY HAVE UPON YOUR FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY. UNDER NO CIRCUMSTANCE SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1. Notices. You may contact us by emailing [email protected], by calling (800) 208-0103 during the operating hours of 9:00 AM to 5:00 PM Pacific Standard Time, Monday through Friday that are business days, or by writing via regular mail to Lenme Inc., 1111

Broadway Suite 300, Oakland, CA 94607. You agree that we can send you any and all notices and other communications related to this Agreement (including, without limitation, any loan requests you submit or correspondence relating to your status as a borrower participant on the Platform) by sending an email to your registered email address or posting the notice or communication in your account on the Platform, and notice or communication shall be deemed to have been duly given and effective when we send it or post it on the Platform. You acknowledge that you have sole access to the registered email account and your account on the Platform and that communications from us may contain sensitive, confidential, and

collections-related communications. If your registered email address changes, you must notify us immediately of the change by [(i) sending an email to [email protected], (ii) by calling (800) 208-0103, or (iii) by updated your account profile on the Platform.] You also agree to update promptly your registered residence address and telephone number on the Platform if they change.

 

  1. TCPA Consent & Privacy.

 

  1. Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or SMS messages (including text messages) from us, our agents, representatives, affiliates, or anyone calling on our behalf, you expressly consent to be contacted by us, our agents, representatives, affiliates, or anyone calling on our behalf for any and all purposes arising out of or relating to your loan and/or account, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via text.
  2. You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and artificial voice and autodialed) from us, our agents, representatives, affiliates or anyone calling on our behalf at the specific number(s) you have provided to us, or numbers we can reasonably associate with your account (through skip trace, caller ID capture or other means), with information or questions about your application, loan and/or account. You certify, warrant and represent that the telephone numbers that you have provided to us are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number.

 

  1. Your cellular or mobile telephone provider will charge you according to the type of plan you carry. You also agree that we may contact you by e-mail, using any email address you have provided to us or that you provide to us in the future. We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law.

 

  1. Indemnity by You. You agree, to the extent permitted under applicable law, to indemnify, defend and hold harmless Lenme, our affiliates, and their and our respective officers, directors, agents, and employees from and against any and all complaints, demands, claims, damages, losses, costs, liabilities and expenses, including attorney’s fees, due to, arising out of, or relating in any way to your access to or use of the Platform or your breach of this Agreement, including without limitation any such claims or losses relating to any loan and/or other transactions arising out of or connected to the Platform.

 

  1. Further Assurances. You agree, upon our reasonable request, to execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.

 

  1. Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, attachments and appendices mean the sections of, and exhibits, attachments and appendices attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
  2. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

 

  1. Entire Agreement. This Agreement, together with the Platform’s Terms of Use and Privacy Policy, and any Note between you and a Lender (each of which are incorporate by reference herein), shall constitute the sole and entire agreement between you and us with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

 

  1. Assignment. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent, which consent we may give or withhold in its sole discretion. No delegation or other transfer will relieve you of any of your obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 16 is void. Lenme may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without your consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

 

  1. Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer on any other person or entity (except any Lender that extends you a Loan) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. You agree that we will be a third-party beneficiary to any Note you receive.

 

  1. Amendment and Modification; Waiver. We reserve the right to change any term or provision of this Agreement or the Terms and Conditions of the Platform. We will give you notice of material changes to this Agreement or the Terms and Conditions of the Platform, in the manner set forth in Section 9. You authorize us to correct obvious clerical errors appearing in information you provide to us, without notice to you, although we expressly undertake no obligation to identify or correct such errors. No waiver by us of any of the provisions hereof is effective unless explicitly set forth in writing and signed by us. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

  1. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable

manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

  1. Limited Power of Attorney. As a condition to registering as a borrower participant on the Platform, you hereby grant us a limited power of attorney and appoint us and/or our designees 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 a Note representing in the aggregate the total principal amount and other terms of each loan made to you by any Lender [in accordance with the estimated disclosures made to you about such loan (see the disclosures provided to you through the Platform)], with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such power as fully to all intents and purposes as you might or could do in person (“Power of Attorney”). This Power of Attorney is limited solely to the purpose described above and will expire automatically upon the earlier of (i) the execution of the Note by us on your behalf or (ii) the termination or expiration of your loan request posted on the Platform. You may revoke the Power of Attorney at any time before the funds representing your loan proceeds are transferred to your Designated Account and the Note is executed on your behalf by contacting us in accordance with Section 9. Once a Note has been signed by us acting as your attorney-in-fact, however, it is deemed executed on your behalf, and the executed Note shall be your valid and binding obligations thereafter. If you choose to revoke the Power of Attorney prior to execution of the Note, we will be unable to proceed with processing your loan request. Your pending loan requests will be considered withdrawn, and your registration as a borrower participant on the Platform may be terminated at our sole discretion.

 

  1. Electronic Transactions; Signatures.

 

  1. This Agreement includes your express consent to electronic transactions and disclosures, which consent is set forth in the section entitled “Consent to Doing Business Electronically” as disclosed in our Terms of Use on the Platform, the terms and conditions of which are expressly incorporated herein in their entirety. You expressly agree that each of (a) this Agreement and (b) any Note evidencing any loan you may receive that we sign on your behalf, may comprise a “transferable record” for all purposes under the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act.

 

  1. You agree that your electronic signature, whether digital or encrypted, included in this Agreement is intended to authenticate this writing and to have the same force and effect as a manual signature. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

 

  1. Arbitration; Governing Law.

 

  1. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE ANY DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LENME. For

any dispute or claim with Lenme arising out of or relating to this Agreement (including any alleged breach thereof) or the Platform, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Lenme has not been able to resolve a dispute it has with you after sixty

(60) days, the exclusive means of resolving any dispute shall be BINDING ARBITRATION administered by the JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Alameda County, California, unless you and Lenme agree otherwise. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against Lenme in a small-claims court of competent jurisdiction, though this does not absolve you of your commitment to engage in the informal dispute resolution process. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against Lenme any class action, class arbitration, or other representative action or proceeding.

 

  1. If you are using the Platform for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Platform for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; and (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses.

 

  1. By using the Platform in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Lenme (except for matters that may be taken to small-claims court). Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY, and the arbitrator shall determine all issues regarding the arbitrability of the dispute. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. For details on the arbitration process, see the JAMS website at www.jamsadr.com.

 

  1. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against Lenme (except for small-claims court actions) may be commenced only in the federal or state courts located in [Los Angeles] County, California. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.

 

  1. This Agreement, and any dispute between you and Lenme, shall be governed by the laws of the state of California without regard to principles of conflicts of law, provided

that this arbitration agreement shall be governed by the Federal Arbitration Act. For the avoidance of doubt, the choice of California governing law shall not supersede any mandatory consumer protection legislation in such jurisdictions.

 

  1. Nothing in this Section 22 or in this Agreement shall be deemed as preventing Lenme from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

 

  1. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE PLATFORM FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND LENMEARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

Exhibit A Form of Promissory Note

 

NON-NEGOTIABLE PROMISSORY NOTE

 

For value received, I (“Borrower”) promise to pay to the order of the lender identified in the records of Lenme, Inc. (“Lenme”) or any subsequent holder (“Lender”) of this Promissory Note (the “Note”) the principal sum and interest set forth above under the terms set forth in the Lenme Documents (as defined below). This Note is based on my loan request submitted on the Lenme platform (the “Platform”), and I intend to be legally bound by this Note. I have read, understand and agree to all of the terms of this Note, the Lenme Inc. Borrower Participation Agreement between Lenme and me, the Platform’s Terms of Use and its Privacy Policy (each hereby incorporated by reference, and collectively, the “Lenme Documents”).

Interest. This Note bears interest during each calendar month from the date hereof until paid, at the fixed rate set forth above. Interest is calculated on a monthly basis upon the unpaid balance with each payment representing 1/12th of a year. If at any time and for any reason whatsoever, the interest rate payable on the Note shall exceed the maximum rate of interest permitted to be charged by Lender to the Borrower under applicable law in the State that Borrower resides, such interest rate shall be reduced automatically to the maximum rate of interest permitted to be charged under applicable law.

Payments. Principal and interest are to be paid during and throughout the period of  

months in the following manner:

 

Monthly payments of principal and interest in the amount of ($ ) Dollars are to be made by the 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 any monthly payment to be made by the Borrower shall become due on a day which is not a work day, e.g. bank holidays, Saturdays and Sundays, such payment shall be made on the next

succeeding work day. 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 any such rounding.

All payments on this Note are to be made in immediately available lawful money of the United States. Borrower shall make all regularly scheduled monthly loan payments by either check or automatic withdrawal from Borrower’s designated account. If Borrower elects to make payments by recurring automatic withdrawal, Borrower authorizes Lenme, on behalf of Lender, to debit Borrower’s designated account by Automated Clearing House (“ACH”) transfer for the amount of each payment due on each due date. Any fees authorized to be charged on Borrower’s loan may be collected using electronic funds transfers initiated by Lenme, on behalf of Lender, from Borrower’s designated account. Borrower may elect to make payments by personal check by regular mail to Lenme Inc., 1111 Broadway Suite 300, Oakland, CA 94607. If Borrower elects to make payments by check, Borrower acknowledges and agrees that there will be a $[15] check processing fee per payment, subject to applicable law. 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 therefore 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 Borrower’s financial institution at least three (3) banking days before the scheduled date of transfer. Borrower will notify Lenme 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. Borrower may elect to change Borrower’s designated payment method at any time.

All payments shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued interest, and third to the payment of the principal amount outstanding under the Note; provided, however, that after an Event of Default (as defined below), payments will be applied to Borrower’s obligations as Lender determines in his sole discretion.

Fees and Charges. A non-refundable origination fee paid by Borrower, in the amount and on the terms set forth in Borrower Participation Agreement, will be added to the requested loan amount and deducted from Borrower’s loan proceeds, so the loan proceeds received by the Borrower will be less than the amount set forth in this Note. Borrower acknowledges that the origination fee will be considered part of the principal of Borrower’s loan and is subject to the accrual of interest. Borrower agrees to pay a fee of [$15] for each ACH transfer or check that Borrower initiates or submits and that is returned or fails because of insufficient funds in Borrower’s account or for any other reason. Borrower acknowledges that the bank that holds

Borrower’s designated account may charge a fee in addition to this fee. Each attempt to collect a payment is considered a separate transaction, so an unsuccessful payment fee will be assessed for each failed attempt. If any payment is [10] or more days late, the Borrower may be charged a late fee in an amount the greater of [5]% of the unpaid installment or $[15]. These fees may be collected using ACH transfers initiated by Lenme from Borrower’s designated account. Any such late fee assessed is immediately due and payable. Any payment received after 6:00 P.M. Eastern Standard Time (EST) on a working day is deemed received on the next succeeding working day.

Prepayments and Partial Payments. 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.

Default. Borrower will be deemed in default (each, an “Event of Default”) of Borrower’s obligations under this Note if Borrower: (i) fails to pay timely any amount due under this Note;

(ii) files or has instituted against Borrower any bankruptcy or insolvency proceedings or makes any assignment for the benefit of creditors; (iii) dies; (iv) commits fraud or makes any misrepresentation in the Lenme Documents; or (v) fails to abide by the terms of the Lenme Documents. Upon the occurrence of an Event of Default, Lender or Lenme, acting on behalf of Lender, may exercise all remedies available to it under applicable law, including demand upon Borrower to immediately pay all amounts due under this Note. Lenme, on behalf of Lender, reserves the right to report loan payment delinquencies of 30 days or longer 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.

Miscellaneous. This Note is not negotiable. Notwithstanding the foregoing, 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.

The Borrower hereby waives demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration of maturity and diligence in taking any action to collect sums owing hereunder. Borrower 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.

The Lenme Documents represent the entire agreement between the Borrower, Lender and Lenme with respect to the subject matter hereof. Neither the Borrower nor Lender have relied on any representations not contained or referred to herein.

Controlling Law. Lenme is located in the State of California and this Note has been executed and delivered in the State of California and is deemed a contract made under such state’s law.

Subject to applicable law, the provisions of this Note will be governed by federal laws and the laws of the State of California to the extent not preempted, without regard to any principle of conflicts of law. The unenforceability of any provision of this Note shall not affect the enforceability or validity of any other provision of this Note.

 

SCREEN NAME OF BORROWER BY: LENME, INC.

ATTORNEY-IN-FACT FOR BORROWER (SIGNED ELECTRONICALLY)

Lenme Terms of Use

Acceptance of the Terms of Use

These terms of use are entered into by and between you and Lenme Inc.  (“Company”, “we” or “us”).  The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of the Lenme platform and related services, whether through a mobile or desktop application (collectively, the “Platform”), including any content, functionality and services offered on or through the Platform, whether as a guest or a registered user.

Please read these Terms of Use carefully before you start to use the Platform.  By using the Platform or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://lenme.com/privacy-policy, incorporated herein by reference.  If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.

The Platform is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions.  By using the Platform, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements.  If you do not meet all of these requirements, you must not access or use the Platform.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion.  All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter.  However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction below [INSERT AS LINK TO GOVERNING LAW BELOW] will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the Platform.

Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes.  You are expected to check this page frequently so you are aware of any changes, as they are binding on you.  If the changes include material changes that affect your rights or obligations, we will notify you in advance of the changes by reasonable means, which could include notification through the Platform or via email.

 

Accessing the Platform and Account Security

We reserve the right to withdraw or amend the Platform, and any service or material we provide on the Platform, in our sole discretion without notice.  We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period.  From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.  You are responsible for making all arrangements necessary for you to have access to the Platform.

To access the Platform or some of the resources it offers, including the ability to apply for a loan or lend to a borrower, you may be asked to provide certain registration details or other information.  It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current and complete.  You agree that all information you provide to register with the Platform or otherwise, including but not limited to through the use of any interactive features on the Platform, is governed by our Privacy Policy posted at https://lenme.com/privacy-policy and on the Platform, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity.  You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your username, password or other security information.  You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.  You also agree to ensure that you exit from your account at the end of each session.  You should use particular caution when accessing your account from a public or shared device so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use, our Privacy Policy or any other agreement between you and the Company.

Intellectual Property Rights

The Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

Subject to the terms and conditions herein, the Company hereby grants you a personal, worldwide, royalty-free, non-assignable, non-exclusive, revocable, and non-sublicensable license to access and use the Platform. This license is for the sole purpose of letting you use and enjoy the Platform’s benefits as intended by the Company and permitted by these Terms of Use. Therefore, you agree not to:

  • use the Platform or any content contained in the Platform for any commercial purposes other than: (i) in the case of lenders, to make informed decisions in offering cash-based loans and engaging with potential borrowers; or (ii) in the case of borrowers, posting loan requests and engaging with potential lenders; unless you have obtained our prior written consent.
  • copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through the Platform without the Company’s prior written consent.
  • express or imply that any statements you make are endorsed by the Company.
  • use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Platform or its contents.
  • use the Platform in any way that could interfere with, disrupt or negatively affect the Platform or the servers or networks connected to the Platform.
  • upload viruses or other malicious code or otherwise compromise the security of the Platform.
  • forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Platform.
  • “frame” or “mirror” any part of the Platform without the Company’s prior written authorization.
  • use meta tags or code or other devices containing any reference to the Company or the Platform (or any trademark, trade name, service mark, logo or slogan of the Company) to direct any person to any other application or website for any purpose.
  • modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Platform, or cause others to do so.
  • use or develop any third-party applications that interact with the Platform or other User Contributions (as defined below) or user information without our prior written consent.
  • use, access, or publish the Platform application programming interface without our written consent.
  • probe, scan or test the vulnerability of the Platform or any system or network.
  • encourage or promote any activity that violates these Terms of Use.

The Company may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Platform, including termination of your account.

Any software or application that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings.

As discussed herein, these Terms of Use permit you to use the Platform for your personal, non-commercial use only.  You agree to abide by all applicable laws and regulations in your use of the Platform and products and services offered on the Platform.  In addition, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, except as follows:

  • Your computer or mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser, computer or mobile device for display enhancement purposes.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.  No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company.  Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors.  You must not use such marks without the prior written permission of the Company.  All other names, logos, product and service names, designs and slogans on the Platform are the trademarks of their respective owners.

Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use.  You agree not to use the Platform:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards below [INSERT AS LINK TO CONTENT STANDARDS BELOW].
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform or expose them to liability.

Additionally, you agree not to:

  • Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
  • Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without our prior written consent.
  • Otherwise attempt to interfere with the proper working of the Platform.

User Contributions

The Platform may contain message boards, chat rooms, personal pages or profiles, forums, bulletin boards, features enabling interactions between lenders and borrowers and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Platform.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Except as set forth herein and our Privacy Policy relating to personal information you provide us and to potential lenders, any User Contribution you post to the Platform will be considered non-confidential and non-proprietary.  By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.

You represent and warrant that:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
  • All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Platform.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other rights of any person or entity, threatens the personal safety of users of the Platform or the public or could create liability for the Company.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
  • Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform.  YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted.  Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.  We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services.  User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations.  Without limiting the foregoing, User Contributions must not:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy located at https://lenme.com/privacy-policy.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote or assist any unlawful act.
  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that your work has been copied and posted on the Platform in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Platform (and such description must be reasonably sufficient to enable us to find the alleged infringing material);
  • your contact information, including address, telephone number and email address;
  • a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Notice of claims of copyright infringement should be provided to the Company’s Copyright Agent at [[email protected]] or the following address:

Copyright Agent c/o Lenme, Inc.

1111 Broadway Suite 300

Oakland, CA 94607

The Company will terminate the accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information purposes.  We do not warrant the accuracy, completeness or usefulness of this information.  Any reliance you place on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

The Platform may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services.  All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials.  These materials do not necessarily reflect the opinion of the Company.  We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Platform

We may update the content on the Platform from time to time, but its content is not necessarily complete or up-to-date.  Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Platform

All information we collect on the Platform is subject to our Privacy Policy available at https://lenme.com/privacy-policy.  By using the Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Linking to the Platform and Social Media Features

You may link to the Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

The Platform may provide certain social media features that enable you to:

  • Link from your own or certain third-party Platforms to certain content on the Platform.
  • Send e-mails or other communications with certain content, or links to certain content, on the Platform.
  • Cause limited portions of content on the Platform to be displayed or appear to be displayed on your own or certain third-party Platforms.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features, including those set forth in our Privacy Policy.  Subject to the foregoing, you must not:

  • Establish a link from any Platform that is not owned by you.
  • Cause the Platform or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other platform or site.
  • Otherwise take any action with respect to the materials on the Platform that is inconsistent with any other provision of these Terms of Use.

The Platform from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease.  We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Platform

If the Platform contains links to other platforms, sites and resources provided by third parties, these links are provided for your convenience only.  This includes links contained in advertisements, including banner advertisements and sponsored links.  We have no control over the contents of those platforms, sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.  If you decide to access any of the third party platforms linked to the Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such Platforms.

 

Dwolla Terms of Service Disclosure

In order to use the payment functionality of the Platform, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy, available at www.dwolla.com/legal.  Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize us to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data.  You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla.  We will provide customer support for your Dwolla account activity, and can be reached at [email protected]

Geographic Restrictions

The owner of the Platform is based in the State of California in the United States.  We provide the Platform for use only by persons located in the United States.  We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States.  Access to the Platform may not be legal by certain persons or in certain countries.  If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code.  You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.  WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR MOBILE DEVICES, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK.  THE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM.  WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY PLATFORMS LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER PLATFORMS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SUCH OTHER PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Platform, including, but not limited to, your User Contributions, any use of the Platform’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Platform.

Arbitration, Class-Action Waiver, and Jury Waiver; Governing Law

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE COMPANY. For any dispute or claim with the Company arising out of or relating to these Terms of Use (including any alleged breach thereof) or the Platform, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally.  In the unlikely event that we have not been able to resolve a dispute after sixty (60) days, the exclusive means of resolving any dispute shall be BINDING ARBITRATION administered by the JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein.  JAMS may be contacted at www.jamsadr.com.  The arbitration will be conducted in Alameda County, California, unless you and the Company agree otherwise.  The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against us in a small-claims court of competent jurisdiction, though this does not absolve you of your commitment to engage in the informal dispute resolution process.  But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against us any class action, class arbitration, or other representative action or proceeding.

If you are using the Platform for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses.  If you are an individual using the Platform for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; and (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses.

By using the Platform in any manner, you agree to the above arbitration agreement.  In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Lenme (except for matters that may be taken to small-claims court).  Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY, and the arbitrator shall determine all issues regarding the arbitrability of the dispute.  You are entitled to a fair hearing before the arbitrator.  The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.  For details on the arbitration process, see the JAMS website at www.jamsadr.com.

Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction.  In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against Lenme (except for small-claims court actions) may be commenced only in the federal or state courts located in Alameda County, California.  You hereby irrevocably consent to the jurisdiction of those courts for such.

These Terms of Use, and any dispute between you and us, shall be governed by the laws of the State of California without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.  For the avoidance of doubt, the choice of California governing law shall not supersede any mandatory consumer protection legislation in such jurisdictions.

Nothing in this section or in these Terms of Use shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

Class Action/Jury Trial Waiver 

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE PLATFORM FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, our Privacy Policy and, in the case of borrower participants, the Lenme Borrower Participation Agreement, and in the case of lender participants, the Lenme Lender Participation Agreement, constitute the sole and entire agreement between you and the Company with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform.

Your Comments and Concerns

The Platform is operated by Lenme, Inc., 1111 Broadway Suite 300, Oakland, CA 94607.  All feedback, comments, requests for technical support and other communications relating to the Platform should be directed to [email protected]

 

Effective Date: July 23, 2018