Last revised April 29, 2024
Welcome to “the Club”! As a member of LendingClub Bank, we’re thrilled to offer 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 clicking “Activate DebtIQ” during enrollment 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 Statement, and any applicable Additional Terms (defined below).
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.
YOUR ATTENTION IS DRAWN TO THE ARBITRATION AND WAIVER OF JURY TRIAL PROVISIONS IN THE ARBITRATION AGREEMENT SECTION. IF A DISPUTE ARISES BETWEEN US, YOU OR WE MAY REQUIRE THAT IT BE RESOLVED THROUGH ARBITRATION, RATHER THAN THROUGH JURY TRIAL.
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.
Our Services
Your Account Requirements
Limitations and Restrictions on Use of the Service
No Warranty
Governing Law
Severability
Limitation of Liability
Indemnification
Arbitration Agreement
1. Our Services
LendingClub Bank’s DebtIQ encompasses tools, services, and personalized financial product offers 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 linked accounts – this information, in combination with the financial education and financial product offers, is designed to help you understand and manage your debt and overall 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.
As of the Revision Date of this Agreement, our services include the following:
Your Credit Information
Credit Score. Your credit score, score factors, and other credit information used to provide your credit score (collectively, "Credit Score Information") provided through the Service are based on data obtained from one or more of the major credit bureaus or credit reporting agency (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 score. LendingClub does not maintain 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.
Tradeline Information. Your tradeline details, including but not limited to, your current balance, payment due date, statement balance, interest rate, minimum payment, total credit limit and available credit, will be provided through the Service (“Tradeline Information”). Certain credit cards will automatically connect, while others will require additional action to be taken to connect the cards to the Service. Your Tradeline Information displayed in the Service is received through one or more of our third party service providers. The Service can only display and evaluate the Tradeline Information that is provided through our arrangement with the third party service provider. LendingClub does not maintain your Tradeline Information and is not able to make any changes to the information.
Education and Insights
DebtIQ will provide financial education through various tools, including simulators for your credit score or strategies to help you pay down your debt and improve your overall financial health. These simulators estimate how certain changes may impact your credit score or credit balances over time. The simulators show how these changes may impact the Tradeline Information displayed through DebtIQ.
Score changes or any balance changes simulated by 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 impact your credit score.
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 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 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 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. This Agreement will apply unless those websites, applications, or products have posted separate or additional Terms of Use (“Additional Terms”).
Changes to DebtIQ Terms of Use
We may make changes to this Agreement from time to time. If we do this, we will post the updated Agreement on the LendingClub website and will indicate the date the Agreement were 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 an account for yourself.
In addition to the eligibility criteria set forth above, you must meet certain eligibility criteria for functionality included in the Service. For example, functionality that relies upon information provided by third parties may require that those third parties possess sufficient information about you to support such functionality.
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. 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 Credit 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. By enrolling, you also specifically consent to let us request and receive your consumer report data and other tradeline data about you from one or more Credit Bureaus and other third parties to include in your DebitIQ account as further described in the DebtIQ Credit Authorization.
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.
Cancellation
You may terminate your service with DebtIQ at any time by unenrolling on LendingClub's website. 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. We may cancel or amend the terms of the product 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. 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 LendingClub or a third party to assess your creditworthiness or eligibility for any particular product or service or for employment.
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, 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 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 trademarks 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 credit 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; AND (II) BETWEEN YOU AND THIRD PARTIES WHOSE OFFERS WE MAY PRESENT. LENDINGCLUB EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE SERVICE, INCLUDING THE INACCURACY OR INCOMPLETENESS OF ANY CREDIT 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. and The remaining provisions of this Agreement will remain in full force and effect.
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, 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
PLEASE READ THIS PROVISION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW LEGAL CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, IF YOU DO NOT OPT OUT OF THIS ARBITRATION AGREEMENT AS PROVIDED IN SUBSECTION (b) BELOW. FOR PURPOSES OF THIS SECTION (ARBITRATION AGREEMENT), THE TERMS "WE," "US," AND "OUR" INCLUDE LENDINGCLUB BANK, NATIONAL ASSOCIATION, LENDINGCLUB CORPORATION, AND/OR THEIR RESPECTIVE AFFILIATES, RELATED PERSONS OR ENTITIES, AND ANY PREDECESSORS AND SUCCESSORS IN INTEREST; ANY SUBSEQUENT HOLDER OF ANY LOAN YOU OBTAIN; AND ANY ASSIGNEE OF ANY CORRESPONDING LOAN AGREEMENT AND PROMISSORY NOTE.
YOU AND WE ACKNOWLEDGE THAT WE AND YOU HAVE A RIGHT TO LITIGATE CLAIMS IN COURT BEFORE A JUDGE OR JURY AND ON A CLASS OR REPRESENTATIVE BASIS, BUT WILL NOT HAVE THESE RIGHTS IF EITHER WE OR YOU ELECT 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 AND ON A CLASS OR REPRESENTATIVE BASIS 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 and advances only on an individual (non-class, non-representative) basis and seeks relief only applicable to you.
As used in this Arbitration Agreement, "Claim" shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us (or persons claiming through or connected with us), on the other hand, relating to or arising out of the Terms, any Service, any 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, cross-claims, third-party claims, or otherwise.
The scope of this Arbitration Agreement is to be given the broadest possible interpretation that is enforceable. Your agreement to the Terms is made pursuant to a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1, et seq., governs the interpretation and enforcement of this Arbitration Agreement.
b. Opt Out Procedure. You may opt out of this Arbitration Agreement for all purposes by sending an arbitration opt-out notice to LendingClub Bank, N.A., 595 Market Street, Suite 200, San Francisco, California 94105, which is received at the specified address within 60 days of the date of your electronic acceptance of the Terms. The opt-out notice must clearly state that you are rejecting arbitration; identify the Terms to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send an opt-out notice by mail, delivery service (e.g., UPS, FedEx), or courier as long as it is received at the specified address within the specified time. No other methods can be used to opt out of this Arbitration Agreement. If the opt- out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt-out notice on your behalf. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply.
c. Pre-Arbitration Notice of Dispute. If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Before filing any claim in arbitration, you must notify us of a Claim or dispute you may have by sending an email to customeradvocacy@lendingclub.com at any time, or by calling (888) 596-3157 from Mon-Fri 9:00 AM to 8:00 PM EST and Sat 11:00 AM to 8:00 PM EST.
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 (including, without limitation, issues relating to arbitrability and, the scope or enforceability of this Arbitration Agreement), except the interpretation or enforceability of subsection (f) below (Prohibition of Class and Representative Actions and Non- Individualized Relief) shall be for a court of competent jurisdiction to decide.
The party initiating arbitration shall do so with the American Arbitration Association (the "AAA" or administrator). The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator, except to the extent such rules or policies conflict with this Arbitration Agreement or any countervailing applicable law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit JAMS's web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Agreement, this Arbitration Agreement shall control, subject to countervailing applicable law, unless all parties to the arbitration consent in writing to have the rules and policies of the administrator apply. If the value of the relief sought is $10,000 or less, you or we may elect to have the arbitration conducted by telephone, online conferencing, or similar remote means, or based solely on written submissions, which election shall be binding on us and you subject to the discretion of the arbitrator(s) to require an in- person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone, online conferencing, or similar remote means by you and/or us, unless the arbitrator(s) requires otherwise. Except to the extent preempted, superseded, or supplemented by Federal law, the arbitrator(s) will apply the substantive law of the State of Utah, without regard to principles of conflicts of law, to any dispute or Claim in arbitration, including recognized principles of equity, and will honor all claims of privilege recognized by law. The award of the arbitrator(s) shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The parties, the arbitrator(s), and the administrator shall treat the arbitration proceedings, any related discovery, and the decisions of the arbitrator(s), as confidential, except in connection with judicial proceedings ancillary to the arbitration, such as a judicial challenge to, or enforcement of, an award, and unless otherwise required by applicable law. The arbitrator(s) may issue orders to protect the confidentiality of proprietary information, trade secrets, and other sensitive information disclosed in the proceedings.
e. Costs of Arbitration. If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator or in accordance with countervailing applicable law, if contrary to the administrator's rules. We shall pay the administrator's hearing fees for up to one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, you request that we pay them and we agree to do so, or you are able to demonstrate to the arbitrator(s) that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis. Each party shall bear the expense of her, his or its own attorneys' fees, except as otherwise required by countervailing applicable law.
f. Prohibition of Class and Representative Actions and Non-Individualized Relief. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS A PRIVATE ATTORNEY GENERAL ACTION), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED OR COULD HAVE BEEN ASSERTED IN COURT ON A PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. YOU AND WE ALSO AGREE NOT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION AGAINST US OR YOU. UNLESS CONSENTED TO IN WRITING BY ALL PARTIES TO THE ARBITRATION: (1) NO PARTY TO THE ARBITRATION MAY JOIN, CONSOLIDATE, OR OTHERWISE BRING CLAIMS FOR OR ON BEHALF OF TWO OR MORE INDIVIDUALS OR ENTITIES IN THE SAME ARBITRATION UNLESS THOSE PERSONS OR ENTITIES ARE PARTIES TO A SINGLE TRANSACTION, AND (2) AN AWARD IN ARBITRATION SHALL DETERMINE THE RIGHTS AND OBLIGATIONS OF THE NAMED PARTIES ONLY, AND ONLY WITH RESPECT TO THE CLAIMS IN ARBITRATION, AND SHALL NOT (A) DETERMINE THE RIGHTS, OBLIGATIONS, OR INTERESTS OF ANYONE OTHER THAN A NAMED PARTY, OR RESOLVE ANY CLAIM OF ANYONE OTHER THAN A NAMED PARTY; NOR (B) MAKE AN AWARD FOR THE BENEFIT OF, OR AGAINST, ANYONE OTHER THAN A NAMED PARTY. NO ADMINISTRATOR OR ARBITRATOR SHALL HAVE THE POWER OR AUTHORITY TO WAIVE, MODIFY, OR FAIL TO ENFORCE THIS SECTION (F), AND ANY ATTEMPT TO DO SO, WHETHER BY RULE, POLICY, ARBITRATION DECISION OR OTHERWISE, SHALL BE INVALID AND UNENFORCEABLE. ANY CHALLENGE TO THE VALIDITY OF THIS SUBSECTION (F) SHALL BE DETERMINED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION AND NOT BY THE ADMINISTRATOR OR ANY ARBITRATOR.
g. Survival and Severability. This Arbitration Agreement shall survive (i) the suspension, termination, revocation, closure of, or amendments to, this Agreement and/or the relationship between you and us; (ii) the bankruptcy or insolvency of you or us or any other person; and (iii) any transfer or assignment of any loan or Loan Agreement and Promissory Note(s) or any other promissory note(s) which you owe, or any amounts owed on such loans or notes, to any other person or entity.
If any portion of this Arbitration Agreement other than subsection (f) is deemed invalid or unenforceable, the remaining portions of this Arbitration Agreement shall nevertheless remain valid and in force. If a court decides that any of the provisions of subsection (f) above is invalid or unenforceable because it would prevent the exercise of a nonwaivable right to pursue public injunctive relief and that decision is not overturned after any rights to appeal are exhausted, then any dispute regarding the entitlement to such relief (and only that form of relief) must be severed from arbitration and may be litigated in court. Also, if a court decides that any of the provisions of subsection (f) above is invalid or unenforceable for any other reason and that decision is not overturned after any rights to appeal are exhausted, then any dispute or Claim that may not be arbitrated pursuant to such court decision must be severed from arbitration and may be litigated in court. For the sake of clarity, in no event shall any court decision finding a provision of subsection (f) invalid or unenforceable be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Agreement.
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