Business Online & Mobile Agreement

Last revised October 2023

BUSINESS ONLINE BANKING AGREEMENT

1. LendingClub Bank Online Banking Agreement

This Agreement governs the use of your LendingClub Bank, National Association (the “Bank” or “LendingClub Bank”) Online Banking Service. Use of the Service is expressly conditioned on your acceptance of this Agreement. By using the Services, you acknowledge that you have read and agree to abide by the terms and conditions of this Agreement. If you decide not to agree to the terms and conditions discussed herein, you may not use the Service. Online Banking allows you to access the following online services: banking, Bill Payment and eBills, eStatements, external funds transfers and other banking services offered through Online Banking. You agree you must have a LendingClub Bank account open and in good standing to use Online Banking. You agree each person or entity that enrolls for Online Banking and any person authorized to use Online Banking agrees to the terms and conditions of this Agreement. You agree each person that enrolls for Online Banking or that is authorized to use Online Banking will be assigned a unique User ID and password. Please read this Agreement carefully, and retain a copy for your records. You may print this Agreement or download the Agreement to your computer. You may also request a copy of this Agreement and other agreements governing your accounts and Online Banking Service with LendingClub Bank by calling us toll free at 1-800-242-0272 or visiting our website www.lcbank.flywheelstaging.com. The terms, conditions, and disclosures for each of your LendingClub Bank accounts and loans continue to apply, notwithstanding anything to the contrary in this Agreement. The headings used throughout this Agreement are for convenience only and shall not govern the interpretation of the provisions. In the event of a dispute regarding Online Banking, you agree that it will be resolved by looking to the terms and conditions contained herein and, except for business customers, in the “Important Information About Deposit Accounts Agreement” provided to you. By clicking on the “ACCEPT” button you elect to enroll in this service and you acknowledge you have read, understand and agree to the terms in this agreement.

2. Governing Law
Any claim, controversy or dispute arising under or related to this Agreement shall be governed by and interpreted in accordance with federal law and, to the extent not preempted or inconsistent therewith, by the laws of the State of Utah.

3. Definitions
As used in this Agreement, the words “you” and “your” refer to the person(s) or entity(ies) subscribing to or authorized to use Online Banking. The words “we,” “us,” and “our” refer to LendingClub Bank. The term “business day” means Monday through Friday, and excludes Saturday, Sunday, and all banking holidays. The word “account” refers to all of your deposit and credit accounts to which you requested and obtained online access at LendingClub Bank. Our website is defined as www.lendingclub.com and subsequently hyperlinked pages owned and controlled by LendingClub Bank.

4. Warranty Disclaimer
The software related to Online Banking is provided “as is” without warranty of any kind. The entire risk as to results and performance of the software related to Online Banking is assumed by you. We do not warrant, guarantee, or make any representations regarding the use of, or the results of the use of, the software related to Online Banking in terms of correctness, accuracy, reliability, or otherwise. Neither we nor our suppliers make any representations or warranties of any kind regarding use of the software related to Online Banking, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, unless disclaiming such warranties is prohibited by law.

5. Limitation of Liability
We will not be liable for failure to provide access or for interruptions in access to Online Banking due to a system failure, other unforeseen acts or circumstances or a malfunction of your computer equipment or any system you use, including your browser, Internet Online Banking provider or other software you use. Under no circumstances and under no legal theory, tort, contract, or otherwise, shall we or our suppliers be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character, including, without limitation, damages for loss of goodwill, loss of use, data, profits, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. We are also not responsible for any electronic virus or viruses that you may encounter. We suggest that you routinely scan your PC using a virus protection product. An undetected virus may corrupt and destroy your program, files, and hardware.

6. LendingClub Bank’s Right to Terminate
LendingClub Bank reserves the right to terminate this Agreement and your access to Online Banking, in whole or in part, at any time, in our sole discretion without prior notice.

7. Your Right to Terminate
You may cancel your Online Banking at any time by providing us with written notice by postal mail, secure email through Online Banking, or fax, in accordance with the instructions set forth in Section 25 below. If you have designated a joint account as one of the accounts you may access with your Online Banking and you notify us that you wish to terminate your Online Banking, only your Online Banking, your User ID and password will be suspended. Other joint account holders must notify us to suspend their own Online Banking, User ID and password.Your access to Online Banking will be suspended within 3 business days of our receipt of your instructions to cancel Online Banking. You will remain responsible for all outstanding fees and charges incurred in connection with Online Banking.If all accounts enrolled in Online Banking are closed, your access to Online Banking will terminate. You will no longer have access to any electronic requests or records made through Online Banking, including but not limited to messages, account history, statements, or stop payment requests. If requested, we will make our best effort to provide you with copies of any information which would no longer be available to you, but do not guarantee our ability to provide all information.You may request that we no longer provide you with access to the Bill Payment and eBills feature by providing us notice in the manner required under the section of the Terms and Conditions (as hereinafter defined) entitled “Termination or Discontinuance”.

8. Authorization to Obtain Information
You agree that we may, from time to time, obtain and review your credit report from authorized credit bureaus.We are committed to maintaining the privacy of your personal and account information. All information gathered or obtained from you in connection with Online Banking services will be managed under LendingClub Bank’s Privacy Policy available on our website or by calling by calling us toll free at 1-800-242-0272. We may use monitoring processes, automated or otherwise, to detect any use of Online Banking by any customer which violates the terms of this agreement or applicable law.

9. Amendments to Terms and Conditions
At any time, we may change the terms of this Agreement. We will notify you of changes in the manner required by applicable law. If advance notice of the change is not required, and disclosure of said change does not jeopardize the security of an account or of Online Banking, we will notify you of said change within 30 days of the change becoming effective. To the extent permitted by applicable law, if you have previously agreed to receive notices and disclosures electronically, we will forward such notices to you by e-mail or post such notices on our website and alert you by e-mail of the posting of such notice.Your use of any or all features of Online Banking after the effective date of the notice indicates your acceptance of the change in terms.

10. Requirements for UseTo use Online Banking, you must have at least one LendingClub Bank account, access to Internet Online Banking, recommended Internet browser software as described in the section of this agreement named Computer Requirements, and an e-mail address.

11. What to Do In Case of Errors or Questions about Your Electronic Transfers, Including Bill Pay
Refer to the “Important Information About Deposit Accounts Agreement” previously provided to you and also available on our website under “Terms & Conditions” In case of errors or questions about your Electronic Transfers, call us at 800-242-0272, send us a secure email through your Online Banking account or write us at the address listed in your previously disclosed “Important Information About Deposit Accounts Agreement” brochure as soon as you can, if you think your statement, passbook or receipt is wrong or if you need more information about a transfer listed on the statement, passbook or receipt. We must hear from you no later than 60 days after we sent you the FIRST statement on which the problem or error appeared or, if the only transfer possible is a direct deposit to your passbook account, no later than 60 days after the problem or error was FIRST reflected in your passbook or statement. Please include the following information when you contact us:

Tell us your name and account number (if any).
Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information.
Tell us the dollar amount of the suspected error.

12. Your Liability for Unauthorized Transfers
You should notify us immediately if you believe your password has been lost or stolen or if you believe there have been any unauthorized transactions on any of your accounts. To notify us, call 1-800-242-0272, Monday through Friday, between 8:30 a.m. and 5:00 p.m. Eastern Standard Time, or send us notice by e-mail, fax, or mail as described in Section 25 below. For a discussion of your liability for unauthorized transactions, refer to the “Important Information About Deposit Accounts Agreement” previously provided to you and also available on our website under “Terms & Conditions.”

13. Our Liability for Failure to Make a Transfer
Refer to the “Important Information About Deposit Accounts Agreement” previously provided to you.

14. Password
Upon successful enrollment in Online Banking, you will be provided with a password that will grant you access to Online Banking. You will be asked to change this password the first time that you access Online Banking. You are solely responsible for ensuring the confidentiality of your password. We recommend that your password not be easily associated with any personal information, such as your address, date of birth, or anniversary. Your password should be memorized, and never written down. We also recommend that you change your password regularly.If you are a business customer, you agree that use of a password is a commercially reasonable method of providing security against unauthorized electronic transactions. It is the responsibility of your business to protect the confidentiality of your password. Whether your business has requested a single password or multiple passwords, it is your business’s responsibility to require that these passwords be kept confidential and be used only by authorized persons.You agree that we are authorized to act on any and all instructions received under your password. You agree never to share your User Name, password, or Passmark security features with any third party. You are responsible for any and all transactions that occur or are initiated using your User Name and password. We are not responsible for unauthorized use of your passwords.We may require additional security or verification procedures to be completed before initiating or finalizing any transaction requested through Online Banking. We may choose not to honor or accept any request initiated through Online Banking, even when the User Name and password are successfully entered into Online Banking.Should you enter your password incorrectly on three (3) consecutive attempts, you may be blocked from accessing Online Banking. If this should happen, please follow the screen prompts or call us toll-free at 1-800-242-0272.

15. Hours of Access
You may access your accounts through Online Banking seven (7) days a week, 24 hours a day. However, at certain times, some or all features of Online Banking may not be available due to system maintenance. We will post notice of any extended periods of non-availability on our website.

16. Fees and Charges
By using Online Banking, you agree to pay the associated fees and charges, as set forth in the most current “Schedule of Fees” (for non-business customers) and/or “Business Banking Schedule of Fees” (for business customers) brochure. Applicable fees, as disclosed in the most current “Schedule of Fees” and/or “Business Fee Schedule” brochure will be charged to your payment account. If the payment account has insufficient funds to cover fees, the Bank may deduct the fees from any other account linked to Online Banking. If the fee cannot be paid, we may cancel the Bill Payment and Presentment Online Banking.Applicable fees include normal account fees and service charges, and may include non-sufficient funds fees or specific fees for transactions initiated through Online Banking. Use of the service may also result in charges from third parties for telephone or internet provider services. LendingClub Bank is not responsible for providing telephone, internet or other access, and is not responsible for any and all charges incurred in obtaining those services.

17. Accessible Accounts
Online Banking may be used to provide services related to the following types of accounts:

Checking accounts
Money Market accounts
Savings accounts
Certificates of Deposit
IRA Certificates of Deposit
Overdraft Lines of Credit
Consumer loans
Mortgage and Home Equity loans
Commercial loans

Not every service described in this agreement or available in Online Banking is available for all types of accounts, or for every customer. If you own or have access to more than one account, access to Online Banking must be requested in writing for each account individually, generally done at time of account opening. A request to access any eligible account via Online Banking after the account is open must also be received in writing. If any designated account is a joint account, then all account owners must sign the Enrollment Form to subscribe to Online Banking.

18. Permissible Transactions
In most cases, you may use Online Banking to access deposit accounts in which you have an unrestricted right to withdraw funds, and credit accounts from which you have an unrestricted right to borrow money. When you use Online Banking to transfer funds from your credit account, you agree that the Bank may take any action required to obtain cash advances on your behalf without obtaining your signature. LendingClub Bank reserves the right to, in its sole discretion; deny LendingClub Bank account transactions.You may use Online Banking to complete the following:

Obtain transaction information and account balance histories
View online statements, certain check images
Download certain account transactions to your computer
Transfer money between certain accounts owned by a common entity that are held at LendingClub Bank and are enrolled in Online Banking in connection with the same User Name
Send money from your account to an account held at LendingClub Bank by another person, without common ownership
Transfer money between accounts held at LendingClub Bank and owned by you and accounts held at other financial institutions that are owned by you or to which you have an unrestricted right to withdraw funds (retail clients only)
Make regular payments to your LendingClub Bank line or loan
Pay bills to merchants, institutions, or individuals having U.S. addresses other than tax payments or court ordered payments
Place stop payments on checks before they have been cashed
Schedule other payments to certain of your accounts
Contact us via a secure Online Message

In addition to the above, business account owners may:

Originate ACH credits or debits
Schedule wire transfers
Setup sweep Transfers

These features are limited to the extent, subject to the terms noted herein and in any Additional Agreements that apply to you. Not every service will be available to every customer. For certain loan products, you will only be able to view specific information and will not be able to engage in online transactions. Service availability and any restrictions that might be applied to that service can be applied to any customer group or individual as we see fit. For certain of your accounts, you may be able to hyperlink from the Online Banking Site to another site relating to such accounts, where you may be able to access features, information, transactions or other services pertaining to those accounts that you cannot access directly on the Online Banking Site (and thus not deemed a part of the Services). We will make our best effort to provide notice of change or restrictions to any service accessing via Online Banking, but we are not required to provide notice except where governed by applicable law.LendingClub Bank may, from time to time, introduce new features to Online Banking. We may, but are not required to, notify you of the existence and availability of such new features. By using these features when they become available, you agree to be bound by the terms of the Agreement governing such features.

19. Transaction Limits
Transactions initiated through Online Banking may be limited in number or dollar amount. LendingClub Bank reserves the right to limit the amount or number of any type of transaction for any customer at any time. We may limit the amount and or the number of transactions for any specific customer group or entity and not others as we see fit. Additional information regarding limitations on the amount of transfers can be found the “Important Information About Deposit Accounts Agreement” (for non-business customers) and the “Business Account Agreement” (for business customers). Any transaction limitation that is disclosed in these documents, in other areas, or is part of the account schedule of fees or conditions may be applied to any and all transactions initiated in Online Banking. We may choose to amend, change, or abolish limits of either kind at any time. We will make our best effort to disclosure such changes ahead of time, but are not bound to do so except where governed by applicable law.All transactions are subject, in addition to any limitations on dollar amount or amount, to internal review by LendingClub Bank, including but not limited to factors such as the sending account, receiving account, the amount of the specific transaction, the aggregate amounts of other transactions processed or ordered by the customer, fraud screening, and other factors that LendingClub Bank deems applicable. If we determine that there are risks associated with the transaction, we may delay or cancel the transaction. We may request additional information regarding the transaction before it is finalized or any funds are released.For all savings accounts and Money Market accounts you will be permitted, in accordance with Federal Regulations and your deposit agreement, to make no more than six (6) preauthorized transfers from your account to third parties each month. For purposes of this limitation, all transfers made using Online Banking are counted against the permissible number of transfers, as are other transfer methods described in the Combined Disclosures. For this reason, it is our recommendation that you do not use your savings account or Money Market accounts as a primary account for bill payment, transfers, or other payment orders.You agree to initiate or schedule all transfers or payment services only when there is or will be a sufficient balance in the account for that transfer or payment. The completion of any transfer or payment order is subject to the availability of sufficient funds in the account at the time the transaction is posted. We may cancel or delay any transaction when the funding account does not have sufficient funds at time of posting. We may also choose to complete the transaction and overdrawn the account. In either case, the account can be charged a Non-Sufficient Funds fee as outlined in the Schedule of Fees and your deposit agreement. We are not required to provide notification to you in any form that the transfer or payment order was not honored, and it is your responsibility to make other arrangements to facilitate the processing of the transaction or payment by other means, which may include rescheduling or reinitiating the transaction in Online Banking.

20. Initiation of Transactions
LendingClub Bank will make reasonable efforts to see that transactions initiated through Online Banking occur as detailed below:

External transfers initiated by retail customers prior to 1:00 p.m. Eastern Time on a business day are processed on that day. Transactions completed after 1:00 p.m. Eastern Time on a business day or completed on a non-business day will be processed the following business day.
ACH Originated transactions initiated by business customers prior to 1:00 p.m. Eastern Time on a business day are processed on that day. Transactions completed after 1:00 p.m. on a business day or completed on a non-business day will be processed the following business day.
Wire Transfer transactions initiated by business customers prior to 5:30 p.m. Eastern Time on a business day are processed on that day. Transactions completed after 5:30 p.m. on a business day or completed on a non-business day will be processed the following business day.
Bill Payment transactions initiated through the Bill Payment Service, as outlined in Section 24 below, prior to 4:00 p.m. Eastern Time are processed on the business day the transaction is scheduled to be delivered. LendingClub Bank is not responsible for the cancellation of any payments initiated by you in the Bill Pay Service at any time.
Internal transfers between LendingClub Bank accounts initiated by customers prior to 8:00 p.m. Eastern Time on a business day are processed in real-time on that day. Transactions completed after 8:00 p.m. Eastern Time on a business day or completed on a non-business day will be processed the following business day.

If the status of any transfer or transaction in Online Banking is Processed or In Process, the transaction cannot be cancelled via Online Banking or by request to LendingClub Bank. It is your responsibility to arrange with the recipient or external institution for the re-credit or re-deposit of any funds moved at your request through Online Banking outside of the timeframes noted above.

21. Stop-Payment Requests
You may initiate stop-payment requests within the Online Banking service. These stop-payments will be in effect immediately after submission via that service and a fee, if such fee is applicable, will be assessed to the account within one business day. The stop payment may not be effective if the item on which the stop is requested is already in process or has been paid, regardless of whether the item appears in the transaction list or other detail with online banking.To be effective, your stop-payment request must provide your account number, the name of the payee, the check number, the amount of the check, and the date of the check.You may also initiate stop-payment requests by calling us at 1-800-242-0272. Such stop-payments may only be initiated for paper checks you have written on your accounts (not bill pay payments or electronic payments).If you make a stop-payment request using the telephone option, we will also require you to put your request in written form and to submit this form to us. This written request must be forwarded to us within 14 days of the date of your online or telephone request. When we receive your written request the stop payment will be in effect for a period of 6 months. If we do not receive your written request within 14 days, the stop payment will no longer be in effect. You will incur stop-payment charges as disclosed in the most current version of the “Schedule of Fees” (for non-business customers) and/or the “Business Banking Schedule of Fees” (for business customers) brochure.

22. Confidentiality
You understand and agree that we may disclose information about your accounts and transfers to others. The circumstances under which we may disclose such information are described in our previously disclosed and available on our website “Privacy Policy” and our “Important Information About Deposit Accounts Agreement”.

23. Periodic Statements
All of the payments and transfers made through Online Banking will appear on your monthly account statement(s).

24. Bill Payment and Presentment Feature
Online Bill Payment is provided to you for your convenience through the Bill Pay feature. You must enroll in the service through Online Banking prior to using it. Each account owner, regardless of the type of ownership held on an account (joint, sole, etc) must enroll separately to use the service. The Bill Pay Service is intended for the personal use of each individual enrollee. Any attempt or use of the service to process payments for third parties is prohibited and can result in termination of the service. Joint owners of a single account must have enrolled separately, and the payment history and payee information for each enrollee will not be shared or accessible by any other enrollee, even at the request of either party.The actual payment of such bills is handled by an independent third party, Metavante Corporation. Enrollment in the Bill Payment services includes separate Terms and Conditions which you will be required to accept as a condition for using the Bill Payment feature, and will be displayed for review and agreement during the Bill Payment service enrollment process. To the extent that the Terms and Conditions are inconsistent with this Agreement, this Agreement shall govern the respective rights and obligations of us and you. Except as is otherwise provided by this Agreement or by applicable law, we cannot and will not guarantee, or have any responsibility whatsoever for the completion or accuracy of transactions performed through the Bill Payment feature, including electronic fund transfers that you request be performed by Metavante. Payments initiated through this service which are paid via paper check may appear to be drawn on a third-party processor and not LendingClub Bank.LendingClub Bank hereby publishes the following terms and conditions for your use of bill payment services through the bank’s Online Banking Web site. LendingClub Bank reserves the right to modify these terms and conditions at any time. Your use of the bill payment services constitutes your acceptance of these terms and conditions and any modifications thereof.

All payments you make will be deducted from the account that you designate as your Bill Payment Account. Your Bill Payment Account must be a checking account. Any payments you wish to make though this service must be payable in U.S. dollars to a payee located in the continental United States. We reserve the right to restrict types of payees to whom payments may be made using the Bill Payment Service from time-to-time.
Funds must be available in your Bill Payment Account on the “Deliver By” date indicated for each payee and payment initiated in the Bill Payment Service. If the date you schedule a payment to be delivered falls on a non-business day (Saturday, Sunday or a Holiday), funds must be available in your Bill Payment Account the previous business day. After funds are withdrawn from your Bill Payment Account to make a payment, we may make the payment either by transferring funds electronically to the payee or by mailing the payee a check.
You may choose to schedule payments for a one-time payment or to recur in the same amount at regular weekly, monthly or yearly intervals.
The way to cancel or change a payment is to use the Bill Payment Service. Payments must be changed or canceled using the Service prior to 4:00 p.m. Eastern Standard Time on the business day the transaction is scheduled to be delivered. LendingClub Bank is not responsible for the cancellation of any payments initiated by you in the Bill Pay Service at any time.
LendingClub Bank reserves the right to limit the number or dollar amount of any transaction initiated in the Bill Pay Service for any customer at any time. We can limit number or dollar amount of transactions on a per-customer, per-transaction, daily, weekly, monthly, or other criteria or timeframe as we see fit. We may change, amend, establish, or abolish these limits at any time at our discretion. Currently LendingClub Bank limits transactions initiated through the Bill Pay service to $9,999.99 per transaction and $20,000.00 per customer per day.

User Terms:

You agree to accurately follow product use instructions provided in the online help tutorials.
You agree to schedule bill payments (“Deliver By” date) at least 7 – 10 business days before the payment due date, not including any grace period.
You agree to provide correct payee name, address, account information and payment amount.
You agree to maintain sufficient funds in the Bank Account on the payment transaction date
You agree that use of your Online Banking username and password is your signature authorization for any payment.
You agree that this service may not be used to transmit alimony, child support or other court-directed payments, tax payments, or payments to state and federal tax agencies for any purpose.

Customer Responsibility:

You are responsible for all transactions you authorize using Online Banking and the Bill Pay Service. If you permit other persons to use your username and password to perform transactions, you are responsible for any transactions they authorize from your account. For security purposes, we ask that you never share your Online Banking User Name, password and Passmark image with anyone.
You agree to keep your Customer Number, User Name, password, password reminder question and answer and any other security or access information confidential to prevent unauthorized access to your account(s) and to prevent unauthorized use of the Services. We recommend that you memorize your Access Information and do not write it down. You agree not to give or make available your Access Information to any unauthorized individual.
You should notify us immediately if you believe your account has been accessed or your username and password has been used without your permission. Contacting us immediately will help your reduce losses.
There may be other exceptions to your liability as stated in the “Important Information About Deposit Accounts Agreement” or provided by law.
We reserve the right, under certain circumstances, to deny your access to any one or more account(s) or to the Services or any part thereof, or to deny the processing of transactions, in order to maintain or restore security or performance to the Online Banking Site or any other Capital One Sites and systems. We may do so if we reasonably believe your Access Information has been or may be obtained or is being used or may be used by an unauthorized person(s).

Bank’s Responsibility:
LendingClub Bank or its authorized agent is responsible for processing your requests. However, we will not be liable:

If you do not have adequate funds in an account to complete a transaction, or if that account has been closed;
If you have not properly followed the instructions on how to make a Transfer or Bill Payment;
If you have not given us complete, correct and current instructions (payment amount or payee information) so that we can make a Transfer or Bill Payment;
If you do not authorize a Bill Payment soon enough for your payment to be made and properly credited by the payee by the time it is due;
If we make a timely Bill Payment but the payee nevertheless does not credit your payment promptly after receipt
If withdrawals from your account have been prohibited by a court order such as a garnishment or other legal process;
If we or our agent reasonably believes that a transaction may be unauthorized and based thereon the transaction is not completed;
If your computer is not working properly such that it interfered with your attempt to authorize a Transfer or Bill Payment;
If the U.S. Postal Service causes a delay;
If your payment processing center is not working and you know or have been advised by us about the malfunction before you initiate a Transfer or Bill Payment;
If circumstances beyond our control prevent making a Transfer or Bill Payment, despite reasonable precautions that we have taken. Such circumstances include, but are not limited to, computer failures, telecommunication outages, postal strikes, delays caused by payees, fires, floods, and other natural disasters or terrorist acts of war; or
In any other set of circumstances as set forth in your account agreements.
LendingClub Bank is not required to provide notice to you or to the payee in the event that any payment has failed for any of the reasons described above. You will be responsible for making alternate payment arrangements with the payee, which may include rescheduling or reinitiating the transaction in the Bill Pay Service.
If the funding Bank Account does not have sufficient funds to pay a payment or transactions initiated in the Bill Pay Service on the “Deliver By” or any date in which a paper check created as a result of a valid payment order is presented to us, we may choose to pay the item and overdraw the account, or refuse to honor the payment and return it to the payee. In either case we may choose to assess the funding Bank Account with a Non-Sufficient Funds Fee in accordance with the account’s schedule of fee and deposit agreement. You agree by using the service to pay the amount of any fees which are assessed to the account. Any negative balance which is created by our decision to pay an item in such circumstances is immediately due.
LendingClub Bank is unable to predict or guarantee when a payment processed via paper check will be presented to us for payment by the payee, nor can we restrict or delay that payment if presented, even the item is presented prior to the date indicated in the Bill Pay Service.
If the funding Bank Account is closed or otherwise restricted for any reason, pending and future payments will be cancelled. It is your responsibility to make alternate payments with the payee. LendingClub Bank accepts no liability for actions or consequences that result from payment not made in such circumstances.
If the Bill Payment Service is cancelled or restricted by either party for any reason, all payee and bill information will be lost. LendingClub Bank will not provide payee name, address, account numbers, or any other information entered into the system by you in the event that the service is cancelled or restricted.
If you are enrolled in the service and do not schedule or process a payment in any 3 – month period, LendingClub Bank may choose to terminate your enrollment and use of the Bill Payment service. All information and history related to the Bill Pay Service, payments, or payees that were available prior to termination will no longer be accessible or available via the service or through LendingClub Bank.

25. Alerts
LendingClub Bank offers opt-in alerts. Online Banking users have the ability to subscribe to Alerts that deliver information about their accounts via email. Each user of Online Banking is required to subscribe to the Alerts service and designate which Alerts to receive. Joint account owners must subscribe to Alerts separately, and may choose any selection of Alerts to receive, separate and distinct from those selected by any other account owner. LendingClub Bank may also send security Alerts as part of the Online Banking service. You accept that these security Alerts are not optional.Alerts will be delivered by email to the primary email address listed for each subscribed user in Online Banking. By subscribing, you understand and agree that alerts will be delivered to you by this channel. You also agree that the delivery of alerts may be delayed or prevented by a variety of factors. LendingClub Bank will make our best effort to deliver alerts in a timely manner and with information accurate as of the time the alert is generated. We do not guarantee the delivery or the accuracy of the information contained in any alert. We are not responsible for any action taken or not taken by an account holder or third party on the basis of information contained in an alert.The email channel used to deliver Alerts is not secure, and LendingClub Bank will not include any full, sensitive information such as account number or password. Limited account information such as balance or amount of a transfer can be included. By subscribing to the Alerts feature, you understand and agree that anyone with access to the designated email account will be able to access and read this information. LendingClub Bank is not responsibility for the security of any information provided in the reply to an alert, as that channel is not a secure method of communication with us.It is your responsibility to provide LendingClub Bank with an accurate email address for Alerts delivery. LendingClub Bank will not be liable or responsible for any information which is delivered to an email address which is not accessible by you, or is accessible by someone other than yourself until we have been provided the accurate email address via the Online Banking Alerts section, and have had a reasonable time in which to make the change.

26. Address Changes
You are responsible for notifying LendingClub Bank immediately of any change to your physical, mailing, or email address. Address changes may be initiated via written and signed request, or via a secure message sent to us via the Online Banking messaging feature.Upon receipt of a request through the Online Banking secure messaging feature, LendingClub Bank may immediately apply the change of address to the account specified in the message. However, we may also require additional confirmation from an account holder or holders at our discretion prior to effecting the change on the account.LendingClub Bank is not responsible for the loss or delay in delivery of any information or notification if it results from a change of address order entered under the account holder’s User Name and password.

27. Business Customers
Sections 11, 12, and 13 do not apply if you are a business customer. We have no liability to business customers for the failure to process transactions for any reason.If you are a business customer and you have reason to believe that your password or any other security code has been lost or stolen, or that an unauthorized person has used or attempted to use Online Banking without your permission, you must notify us within 24 hours. As a business customer, you are fully responsible for any online transactions (including, without limitation, any advances under the overdraft protection feature of your account, if any). You agree to reimburse us immediately for any loss, claim or damage which we sustain as a result of either authorized or unauthorized use of Online Banking. We shall have no liability for any loss, claim or damage which you sustain as a result of the use of Online Banking. This is true even if the use of Online Banking is unauthorized and even if you notified us of the unauthorized use within 24 hours. Once we have been notified of a loss, theft or unauthorized use of a password and we have had a reasonable opportunity to act on that notice, however, you will not be responsible for further transactions initiated with that password unless we can prove that you could have avoided the unauthorized access.Other existing agreements and contracts you may have with us cover certain features and functionality available through Online Banking. For example, the terms and conditions of any “Wire Transfer Agreement” and “Automated Clearing House Agreement” remain in-force and prevail in instances where those Agreements and this Agreement conflict.You agree that the security procedures we have established for the use of Online Banking are commercially reasonable.LendingClub Bank may allow the designation by any duly authorized account representative of a business or non-retail account of an Online Banking Administrator. This Administrator may or may not be a signer of any authority on the account itself. The Administrator may be granted all rights and privileges associated with Online Banking use, or may be limited, at the discretion of the account owner(s) and LendingClub Bank. Once established, any transaction or other order received under the User Name and password of that Administrator will be considered authorized and may be acted upon by LendingClub Bank. It is the responsibility of the account owner(s) to monitor any and all actions of the Administrator. It is also the responsibility of the account owner(s) to notify LendingClub Bank immediately if the designated Administrator is not longer authorized by the account holders to transact business within Online Banking. LendingClub Bank assumes no liability or fault for transactions or payments authorized under an Administrator’s User Name and password unless we have been notified and have had a reasonable time to act in removing or restricting the access of that Administrator.The Administrator may have the ability to establish User names and password for other members of the business as he sees fit. The Administrator may assign rights and privileges of each user up to and including all rights and privileges that are accessible by the Administrator. LendingClub Bank assumes and has no liability or responsibility in monitoring the authorization of those users, and we may act on any transaction or order entered into Online Banking by any of those users, within the rights and privileges assigned to them by the Administrator.

28. Third Party Links
When you leave LendingClub Bank’s website and enter an external website that is not hosted by LendingClub Bank you will no longer be subject to, or under the protection of, the privacy and security policies of LendingClub Bank’s website. LendingClub Bank is not liable for information, content or transactions, nor does it guarantee the services provided at other sites. This service is provided by one of our reliable partners, however, we encourage you to read and evaluate the privacy and security policies on the site you are entering, which may be different from those of LendingClub Bank.LendingClub Bank has no responsibility for any external website, nor makes any warranty, expressed or implied.

29. Computer Requirements
The browser specifications for LendingClub Bank’s website are as follows: Internet Explorer 5.5 or higher or Netscape 4.6 or higher. Please be advised that AOL is currently not supported. To provide the highest degree of confidentiality and to protect the security of your financial information, you must have an Internet browser that supports 128-bit encryption and secure sockets layer version 3.0 or higher. Use of the Services with lower than 128-bit encryption is strictly prohibited. To the extent you are able to access the Services using lower than 128-bit encryption, we specifically disclaim any and all responsibility for losses resulting from your use of such lower encryption. We may change these requirements from time to time. You agree that we shall have no liability of any kind for viruses, worms, Trojan horses, or other similar harmful components that may enter your Computer by downloading information, software, or other materials from the Online Banking Site or any other LendingClub Bank Site.

APPENDIX I: BUSINESS ONLINE BANKING SERVICES

THIS BUSINESS ONLINE BANKING SERVICE APPENDIX (hereinafter, this “Appendix”) is made by and between LendingClub Bank, National Association (the “Bank” or “LendingClub Bank”) and the above-named corporation, partnership, sole proprietorship or other commercial entity (the “Customer”) and is incorporated by reference into the parties’ Cash Management Services Master Agreement (hereinafter, the “Agreement”). This Appendix governs Customer’s use of Bank’s Business Online Banking Service (“Online Banking Service” or “Online Banking”). All capitalized terms used herein without definition shall have the meanings given to them in the parties’ Agreement. Except as otherwise expressly provided in this Appendix, to the extent that this Appendix is inconsistent with the provisions of the Agreement, this Appendix and any amendment here to from time to time shall control, but only to the extent necessary to resolve such conflict. This Appendix shall be effective when signed by both parties, and such date shall be as reflected above.

TERMS AND CONDITIONS

1. Definitions. In addition to the definitions set forth in the Agreement, certain terms used in this Appendix are defined in the specific portion of this Appendix where they are used. The following terms are also used throughout this Appendix and have the meanings indicated:“Administrator” or “Senior Administrator” means Customer’s employee(s) or other person(s) that Customer (or any Administrator designated by Customer) designates on the application, enrollment and/or similar form(s) associated with use of Online Banking as being Customer’s Authorized Representative or as authorized to act on Customer’s behalf with respect to the administration of the Online Banking Service.“Authorized User” or “Designee” means any person that Customer’s Administrator designates as being authorized to access or use any of the Online Banking Service on Customer’s behalf.“Available Funds” means the balance in a Deposit Account, which includes collected funds on deposit plus any overdraft credit line balance associated with the Deposit Account.“Bill Payment Service” means the online bill payment service offered by Bank and any associated service provider as further described in this Appendix.“eStatements Service” means the online service offered by Bank permitting Customer to view Customer’s current Deposit Account statements via a secure website as further described in this Appendix.

2. Eligibility. Customer is eligible to use Online Banking if Customer maintains a Deposit Account (checking and/or savings), has executed the Agreement, satisfies the Computer requirements associated with Online Banking and maintains an email address, and if Bank has otherwise approved Customer’s use of Online Banking as described further below.

3. Access. To use Online Banking, Customer must have a Computer, access to the Internet and an e-mail address. Customer will be required to complete and submit an application, enrollment and/or similar form(s) associated with use of Online Banking (hereinafter, “Sign-Up Forms”). Once Bank has received such Sign-Up Forms and verified Customer’s Account information, Bank will send Customer, by secure e-mail associated with the Service, confirmation of Bank’s acceptance of Customer’s enrollment, along with a Bank-provided Username and temporary password. Customer’s enrollment in Online Banking will enable Customer to access only those Accounts that Customer has designated for access with Online Banking in Customer’s Sign-Up Forms. Customer can also add or remove access to any of Customer’s Accounts through Online Banking by completing required form(s). Access to Customer’s Accounts through Online Banking will be based upon the identification of Authorized Users and authority levels specified by Customer in Customer’s Sign-Up Forms. Except as may otherwise be set forth in this Appendix, Bank shall have no responsibility or obligations whatsoever to monitor transactions through Online Banking to determine that they are made by or on behalf of Customer.

4. Administrator and Authorized Users.

4.1 Customer shall designate an Administrator(s) with Bank as set forth in certain set-up and/or the Enrollment Form(s). Customer is solely responsible for designating its Administrator.

4.2 The Administrator may designate Authorized Users. Notwithstanding the foregoing, Bank recommends, as an additional security procedure, that Customer designate only one Administrator at a time. Customer accepts as its sole responsibility the Administrator’s designation of Authorized Users. Customer understands that Administrator(s) will control, and Customer authorizes Administrator(s) to control, access by Authorized Users of the Service by instructing Bank to issue Access Devices. The Administrator(s) may instruct Bank to add, change or terminate Customer’s Authorized User(s) or de-activate an Access Device(s) from time to time and in his/her sole discretion. Bank does not control access by any of Customer’s Authorized Users to any of the Services. In the event that Customer designates more than one Administrator, Bank recommends that Customer manage its use of the Services by requiring dual approval to set up new Authorized Users. In the event that Customer designates more than one Administrator, Bank recommends that Customer manage its use of the Services by requiring dual approval to set up Authorized Users.

4.3 Customer will require each Administrator and each Authorized User to review and comply with all provisions of the Agreement, this Appendix and all other applicable Appendices and/or agreements. Customer acknowledges and agrees that it is fully responsible for the failure of any Administrator or any Authorized User to so comply. Customer is responsible for any payment, transfer and other use of the Online Banking Service and any charges incurred by any Administrator and any Authorized User, even if such Administrator or Authorized User exceeds his/her authorization as established by Customer.

4.4 If an Authorized User authorizes other persons/entities to use the Authorized User’s Access Devices in any manner, said authorization will be considered unlimited in amount and manner until Customer has notified Bank in writing as set forth in the Agreement or this Appendix, that Customer has revoked the authorization and changed, or caused Bank to change, the subject Authorized User’s Access Devices. Customer is responsible for any transactions made by such persons/entities until Customer notifies Bank that transfers by that person/entity are no longer authorized and Bank has had a reasonable opportunity to act upon the requested change. Bank will not be liable for and will not reimburse Customer for any losses that may occur as a result of this authorized use of an Authorized User’s Access Devices.

4.5 Customer shall notify Bank of any changes in access to or use of the Online Banking Service by the Administrator(s) or Authorized User(s) in accordance with the terms of the Agreement or this Appendix. Notwithstanding the foregoing, whenever an Administrator or Authorized User leaves Customer’s employ or Customer otherwise revokes an Administrator’s or Authorized User’s authority to access or use the Online Banking Service, Customer must notify Bank in writing immediately.

5. Access Devices; Security Procedures.

5.1 Upon successful enrollment, Customer can access the Online Banking Service from Bank’s designated website, using the Online Banking Service’s Access Devices and applicable security procedures applicable to Customer’s access to and use of Online Banking, as described in Schedule A attached to this Appendix and in associated Appendices from time to time (hereinafter the “Security Procedures”).

5.2 Customer accepts as its sole responsibility the use, protection and maintenance of confidentiality of, and access to, the Access Devices. Customer agrees to take reasonable precautions to safeguard the Access Devices and keep them confidential. Customer agrees not to reveal the Access Devices to any unauthorized person. Customer further agrees to notify Bank immediately if Customer believes that the confidentiality of the Access Devices has been compromised in any manner.

5.3 The Access Devices identify and authenticate Customer (including the Administrator and Authorized Users) to Bank when Customer accesses or uses the Online Banking Service. Customer authorizes Bank to rely on the Access Devices to identify Customer when Customer accesses or uses any of the Service and as signature authorization for any payment, transfer or other use of the Online Banking Service. Customer acknowledges and agrees that Bank is authorized to act on any and all communications or instructions received using the Access Devices, regardless of whether the communications or instructions are authorized. Bank owns the Access Devices, and Customer may not transfer them to any other person or entity.

5.4 Customer acknowledges and agrees that the Access Devices and other Security Procedures applicable to Customer’s use of the Online Banking Service and set forth in this Appendix and associated Appendices are a commercially reasonable method for the purpose of verifying whether any payment, transfer or other use of the Online Banking Service was initiated by Customer. Customer also agrees that any election Customer may make to change or waive any Security Procedures recommended by Bank is at Customer’s risk and that any loss resulting in whole or in part from such change or waiver will be Customer’s responsibility. Customer further acknowledges and agrees that the Access Devices are not intended and that it is commercially reasonable that the Access Devices are not intended to detect any errors relating to or arising out of a payment, transfer or any other use of the Online Banking Service.

5.5 If Customer has reason to believe that any Access Devices have been lost, stolen or used (or may be used) or that a payment or other use of the Online Banking Service has been or may be made with any Access Devices without Customer’s permission, Customer must contact its Administrator. The Administrator must instruct Bank to de-activate, and has the sole responsibility for instructing Bank to de-activate, any such Access Device(s). Customer also agrees to contact Bank in any such event. In no event will Bank be liable for any unauthorized transaction(s) that occurs with any Access Devices.

6. Eligible Accounts. Customer may use Online Banking to access and in conjunction with the following types of Accounts:

Checking Accounts
Money Market Accounts
Savings Accounts
Certificates of Deposit
IRA Certificates of Deposit
Overdraft Lines of Credit
Consumer Loans
Mortgage and Home Equity Loans and Lines of Credit
Commercial Loans and Lines of Credit

Not every Service described in this Appendix or available in Online Banking is available for all types of Accounts, or for every customer. If Customer owns or has access to more than one Account, access to Online Banking must be requested in writing for each Account individually, which generally occurs at the time of Account opening and/or enrollment in Online Banking. A request to access any eligible Account via Online Banking after the Account is opened must also be received in writing. If any designated Account is a jointly-owned Account, then all Account owners must sign the enrollment form to subscribe to Online Banking.

7. General Service Features.

7.1 Customer can use Online Banking to perform the following:

Obtain transaction information and Account balance histories
View online statements, certain check images
Download certain Account transactions to Customer’s Computer
Transfer money between certain Accounts owned by a common entity that are held at Bank and are enrolled in Online Banking in connection with the same Username
Send money from Customer’s Deposit Account to an account held at Bank by another person, without common ownership
Make payments on Credit Accounts that Customer has with Bank
Pay bills to merchants, institutions, or individuals having U.S. addresses other than tax payments or court ordered payments
Place stop payments on checks before they have been cashed
Schedule other payments to certain of Customers’ Deposit Accounts
Contact Bank via a secure Online Message

7.2 In addition to the Online Banking Service’s general features, additional features or modules related to the Online Banking Service may be offered from time to time by Bank, in its sole and exclusive discretion, including by way of example but not by limitation the following:ACH Originations. ACH originations are subject to the terms and conditions of the Automated Clearing House (ACH) Origination Service Appendix. This Service allows Customer to initiate and approve (with pre-authorization) ACH transactions that Customer desires Bank to enter into the ACH network on Customer’s behalf.(i) Wire Transfers. Wire transfers are subject to the terms and conditions of the Wire Transfer Service Appendix. This Service allows Customer to request certain wire transfer payment orders to be made to third parties on Customer’s behalf.

7.3 The Online Banking features are limited to the extent of and are subject to the terms noted herein and in any agreements that apply to Customer. Not every Online Banking feature or service will be available to every customer. Service availability and any restrictions that might be applied to that service can be applied to any customer group or individual as Bank deems appropriate in its sole and exclusive discretion. For certain of Customer’s Deposit Accounts, Customer may be able to hyperlink from the Online Banking website to another site relating to such Deposit Accounts, where Customer may be able to access features, information, transactions or other services pertaining to those Accounts that Customer cannot access directly on the Online Banking website (and thus not deemed a part of the Online Banking Service).

7.4 Bank may, from time to time, introduce new features to Online Banking. Bank may, but is not required to, notify Customer of the existence and availability of such new features. By using these features when they become available, Customer agrees to be bound by the terms of the Appendix or other service agreement governing such features.

8. Hours of Access. Online Banking is generally available seven (7) days a week, twenty-four (24) hours a day. Some or all features of Online Banking may not be available from time to time due to problems arising in connection with transmissions over the Internet, as well as emergency or scheduled system maintenance. Bank will post a notice of any extended periods of non-availability on the Online Banking site. Certain transactions posted outside normal business hours, such as those using the Bill Payment Service, will not take effect until the next Business Day.

9. Fees and Charges. Customer agrees to pay the Service Fees associated with Customer’s use of Online Banking as set forth in the Bank’s Fee Schedule as it may be amended from time to time. Customer agrees that all such Service Fees will be deducted from the checking Deposit Account designated as the “Primary Account” on Customer’s Sign-Up Forms. If Customer closes the Primary Account, Customer must contact Bank immediately to designate another Deposit Account as the Primary Account. Customer agrees to pay any and all additional charges for services that Customer may request which are not covered by this Appendix, another Appendix or the Agreement. Customer acknowledges and agrees to be responsible for all telephone and Internet service fees Customer may incur in connection with Customer’s use of Online Banking.

MOBILE REMOTE DEPOSIT CAPTURE SERVICE

Service

The Mobile Remote Deposit Capture Service (“Mobile Deposit”) is designed to allow you to make deposits of paper checks (“Original Checks”) to your checking, savings or money market savings Accounts with Bank (“Mobile Deposit Accounts”) from home or other remote locations by using your eligible camera-enabled Mobile Device to capture images of the Original Checks and transmitting the digital images and associated deposit information (“Images”) to us or our third party processor (“Processor”) with your Mobile Device.

Eligibility

You must be a user of the Bank’s Mobile Banking Service to use Mobile Deposit.

Enrollment

In order to use Mobile Deposit, you must: (a) have one or more eligible Deposit Accounts with us, (b) have an eligible Mobile Device, and (c) be a user of the Mobile Banking Service. Only certain camera-enabled Mobile Devices may be used with Mobile Deposit, as specified by us from time to time. The enrollment process may require you to provide information about the Mobile Device that you will use for Mobile Deposit, as well as the telephone number for your Mobile Device, the telecommunications carrier that provides service to your Mobile Device, and your email address. Use of Mobile Deposit requires identification of your banking relationship with us as well as verification of your Mobile Device. If you use a handheld mobile device other than your Mobile Device to access Mobile Deposit, any short message service (“SMS”) text messages originating from Mobile Deposit will be sent to the Mobile Device you entered and verified when registering for Mobile Deposit. It is your responsibility to provide us with accurate, complete and current information about you and your Mobile Device (including its telephone number, the telecommunications carrier, and your email address), and to notify us immediately if any of this information changes or if service to your Mobile Device is terminated. We reserve the right to refuse or cancel your registration for Mobile Deposit if we cannot verify information about you and/or your Mobile Device.

Charges for Mobile Deposit

While we currently do not charge for Mobile Deposit, you agree to pay for any future charges we may assess for Mobile Deposit in accordance with our current Fee Schedule, as amended from time to time, or you may elect to terminate Mobile Deposit. We will advise you of any fee changes prior to implementing them to the extent and as required by applicable law. You authorize us to automatically charge your primary checking Account for all such fees incurred in connection with Mobile Deposit. In the future, we may add to or enhance the features of Mobile Deposit. By using such added or enhanced features, you agree to pay for them in accordance with our Fee Schedule.

Deposit Limits

We may establish daily and/or monthly limits on the dollar amount and/or number of items or deposits from time to time. If we permit you to make a deposit in excess of these limits, such deposit will still be subject to the terms of this Agreement, and we will not be obligated to allow such a deposit at other times.

Eligible Items

You hereby agree that you will only scan and deposit a check(s) as that term is defined in Federal Reserve Board Regulation CC (“Reg CC”). You agree that the Image of the check that is transmitted to the Bank (each such check and other item is referred to in this section as a “Check” and, if more than one, “Checks”) shall be deemed an “item” within the meaning of Article 4 of the Uniform Commercial Code of the State of Utah. You also acknowledge and agree that Mobile Deposits that you make using this service are not “Electronic Fund Transfers” as that term is defined in Bureau of Consumer Financial Protection Regulation E.

You further agree that you will not use Mobile Deposit to deposit any Checks or other items (considered ineligible or “Prohibited Checks”) that: are payable to any person or entity other than yourself or otherwise to the owner of the account that the item is being deposited into, are drawn, or otherwise issued, by you on any of your Mobile Deposit Accounts maintained at another financial institution, are prohibited by Bank’s then current procedures pertaining to Mobile Deposit or are in violation of any law, rule or regulation, you know or suspect, or should know or suspect, are altered on the front of the item, fraudulent or otherwise not authorized by the owner of the Mobile Deposit Account on which the Checks are drawn, have not been previously endorsed by a bank and are either “substitute checks” (as defined in Reg CC or other applicable federal law or regulation) or “image replacement documents” that purport to be substitute checks, without Bank’s prior written consent, are drawn on financial institutions that are located outside of the United States or Territories of the United States, are payable jointly, unless deposited into a deposit Account in the name of all payees, are remotely created checks, as defined in Reg. CC, or are remotely created payment orders, are not payable in United States currency, are dated more than six (6) months prior to the date of deposit, have any endorsement on the back other than that specified in this section, have previously been submitted through Mobile Deposit or through a remote deposit capture service offered at any other financial institution, money orders, are not acceptable to Bank for deposit into a deposit Account as provided in the Account Agreement.

If you deposit a Prohibited Check, you agree to indemnify and reimburse the Bank for, and hold the Bank harmless from and against, any and all losses, costs and expenses (including reasonable attorneys’ fees) that the Bank may incur associated with any warrant, indemnity or other claim related thereto. Furthermore, if, after first having obtained the Bank’s written consent to do so, you provide the Bank with an electronic representation of a substitute Check for deposit into a Mobile Deposit Account instead of an Original Check, you agree to indemnify and reimburse the Bank for, and hold the Bank harmless from and against, any and all losses, costs and expenses (including reasonable attorneys’ fees) the Bank incurs because any such substitute check resulting from such electronic representation does not meet applicable substitute check standards and/or causes duplicate payments.

Requirements

You understand you must, and hereby agree, at your sole cost and expense, to use a Mobile Device that meets all technical requirements for the proper delivery of Mobile Deposit and that fulfills your obligation to obtain and maintain secure access to the Internet. You understand and agree you may also incur, and shall pay, any and all expenses related to the use of Mobile Deposit, including, but not limited to, telephone service or Internet service charges. You are solely responsible for the payment of any and all costs and expenses associated with meeting and maintaining all technical requirements and additional items necessary for the proper use of Mobile Deposit. You understand and agree that you are solely responsible for the operation, maintenance and updating of all equipment, software and services used in connection with Mobile Deposit and the cost thereof, and you hereby agree that you will perform, or cause to be performed, all vendor recommended maintenance, repairs, upgrades and replacements. The Bank is not responsible for, and you hereby release the Bank from, any and all claims or damages resulting from, or related to, any computer virus or related problems that may be associated with using electronic mail or the Internet. The Bank is not responsible for, and you hereby release the Bank from, any and all claims or damages resulting from, or related to, defects in or malfunctions of your Mobile Device and/or any associated hardware or software, or failures of or interruptions in any electrical, telephone or Internet services. The Bank hereby advises you, and you hereby agree to scan its Mobile Device and/or any associated hardware or software on a regular basis using a reliable virus detection product in order to detect and remove viruses.

Each Image must provide all information on the front and back of the Original Check at the time presented to you by the drawer, including, but not limited to, information about the drawer and the paying bank that is preprinted on the Original Check, MICR information, signature(s), any required identification written on the front of the Original Check and any endorsements applied to the back of the Original Check. The image quality must meet the standards established by the American National Standards Institute, the Board of Governors of the Federal Reserve, and any other regulatory agency, clearing house or association.

Endorsements must be made on the back of the Check within 1 ½ inches from the top edge, although we may accept endorsements outside this space. Your endorsement must include your signature and your Account number and “FOR MOBILE DEPOSIT AT LENDINGCLUB BANK,” or as otherwise specified by us from time to time. Any loss we incur from a delay or processing error resulting from an irregular endorsement or other markings by you will be your responsibility.

A Check payable to two payees must be endorsed by both payees. If the Check is payable to you or your joint owner, either of you can endorse it. If the Check is made payable to you and your joint owner, both of you must endorse the Check and it must be deposited into a Mobile Deposit Account owned by both of you.

Receipt of Deposit

All Images processed for deposit through Mobile Deposit will be treated as “deposits” under the Account Agreement and this Agreement. When we receive an Image, we will attempt to confirm receipt via a confirmation email to you if you have elected this option and provided us with your email address when you make the deposit. We shall not be deemed to have received the Image for deposit until we have confirmed receipt. Confirmation does not mean that the Image contains no errors. Notwithstanding the fact that we have accepted a Mobile Deposit for processing, any credit made to your Mobile Deposit Account shall be provisional, and you shall remain liable to us for any errors, inaccuracies, breach of warranties and any other loss sustained by, or claim made against us.

We shall have no liability to you for the rejection of a Mobile Deposit or the Images or other information contained therein or for our failure to notify you of such rejection. We are not responsible for any Image that we do not receive.

Following receipt, we may process the Image by preparing a “substitute check” or clearing the item as an Image.

We reserve the right, at our sole and absolute discretion, to reject any Image for remote deposit into your Mobile Deposit Account. We will notify you of rejected Images by phone, email or other means.

Retention of Original Checks

After you receive confirmation that we have received an Image, you must securely store the Original Check for 3 days after transmission to us and make the Original Check accessible to us at our request. Upon our request from time to time, you will deliver to us within two (2) Business Days, at your expense, the requested Original Check in your possession. If not provided in a timely manner, such amount will be reversed from your Mobile Deposit Account. Promptly after such period expires, you must destroy the Original Check by first marking it “VOID” and then destroying it by cross-cut shredding or another commercially acceptable means of destruction. After destruction of an Original Check, the Image will be the sole evidence of the Original Check.

You agree that you will never deposit the Original Check or present the Original Check to us or anyone else for payment. You understand that you are responsible if anyone is asked to make a payment based on an Original Check that has already been paid.

Returned Deposits

Any credit to your Mobile Deposit Account for Checks deposited using Mobile Deposit is Provisional. As used herein, “Provisional” means that the credit is made to your Mobile Deposit Account subject to final payment of the Checks and subject to the terms of the Account Agreement. If Original Checks deposited through Mobile Deposit are dishonored, rejected or otherwise returned unpaid by the drawee bank, or are rejected or returned by a clearing agent or collecting bank, for any reason, including, but not limited to, issues relating to the quality of the Image, you agree that an Original Check will not be returned to you, but that we may charge back the amount of the Original Check and provide you with an Image of the Original Check, a paper reproduction of the Original Check or a substitute check. You will reimburse us for all loss, cost, damage or expense caused by or relating to the processing of the returned item. Without our approval, you shall not attempt to deposit or otherwise negotiate an Original Check if it has been charged back to you.

We may debit any of your Accounts to obtain payment for any item that has been rejected or returned, for any adjustment related to such item or for any warranty claim related to such item, whether or not the rejection, return, adjustment or warranty claim was made timely.

Your Warranties

You make the following warranties and representations with respect to each Image:

Each Image is a true and accurate rendition of the front and back of the Original Check, without any alteration, and the drawer of the Check has no defense against payment of the Check.

The amount, payee(s), signature(s), and endorsement(s) on the Image and on the Original Check are legible, genuine, and accurate.

You will not deposit or otherwise endorse to a third party the Original Check and no person will receive a transfer, presentment, or return of, or otherwise be charged for, the Original Check or a paper or electronic representation of the Original Check such that the person will be asked to make payment based on an item that has already been paid.

There are no other duplicate Images of the Original Check.

The Original Check was authorized by the drawer in the amount stated on the Original Check and to the payee(s) stated on the Original Check.

You are authorized to enforce and obtain payment of the Original Check.

You have possession of the Original Check and no party will submit the Original Check for payment.

With respect to each Image, you make to us all representations and warranties that we make or are deemed to make to any party pursuant to law, regulation or clearinghouse rule. You agree that files and Images transmitted to us will contain no viruses or any other disabling features that may have an adverse impact on our network, data, or related systems.

Compliance with Law

You will use Mobile Deposit for lawful purposes and in compliance with all applicable laws, rules and regulations. You agree to comply with all existing and future operating procedures used by the Bank for processing of transactions. You further agree to comply with, and be bound by, all applicable state or federal laws, rules, regulations, orders, guidelines, operating circulars and pronouncements, affecting Checks and items, including, but not limited to, all rules and procedural guidelines established by the Board of Governors of the Federal Reserve and any clearinghouse or other organization in which Bank is a member or to which rules Bank has agreed to be bound. These procedures, rules, and regulations (collectively the “Rules”) and laws are incorporated herein by reference. In the event of conflict between the terms of this section and the Rules, the Rules will control.

Mobile Deposit Unavailability

Mobile Deposit may be unavailable temporarily due to system maintenance or technical difficulties, including those of the Internet service provider, cellular service provider and Internet software. In the event that Mobile Deposit is unavailable, you may deposit Original Checks at our branches or through our ATMs or by mailing the Original Check to: P.O. Box 55063 Boston, MA 02205. You hereby acknowledge and agree that we shall not be liable to you for any loss or damage of any nature you sustain as the result of your inability to use the Mobile Deposit.

Funds Availability For Mobile Deposit  

The cut-off time applicable to Photo Check Deposit Service (“Mobile Deposit”) is Monday through Friday at 4:00 P.M. Eastern Time (ET). Mobile Deposits confirmed as received before 4:00 P.M. ET on Monday through Friday will be considered deposited on that day. Mobile Deposits confirmed as received after 4:00 P.M. ET and deposits confirmed received on a Saturday, Sunday or holiday at any time will be considered deposited on the next Business Day as defined in the Account Agreement.

Funds from Mobile Deposits will generally be available to you on the next Business Day. If we determine that a hold is necessary, the date your funds will be available will be displayed in the

Holds section above your Transaction History in your Online and Mobile Banking. All transactions with the same hold expiration date will be aggregated within a single line in the Holds section. All Mobile Deposits are subject to verification and may be adjusted upon review.   

SPECIAL RULE FOR NEW ACCOUNTS

For new customers, the following special rule will apply during the first 30 days an account is open. Funds from all Mobile Deposits will be available on the fifth Business Day after the day of your deposit.

Mobile Deposit Security

You will complete each deposit promptly. If you are unable to complete your deposit promptly, you will ensure that your Mobile Device remains securely in your possession until the deposit has been completed. It is your responsibility to establish and maintain procedures to safeguard against unauthorized deposits. By using Mobile Deposit, you accept the risk that an item deposited through Mobile Deposit will be intercepted or misdirected during transmission. The Bank bears no liability to you or others for any such intercepted or misdirected items or information disclosed through such transmission errors. You will notify us immediately by telephone at our 800.242.0272, between the hours of 8:30 a.m. and 5:00 p.m., Monday through Friday, if you learn of any loss or theft of Original Checks. You will ensure the safety and integrity of Original Checks from the time of receipt until the time of destruction. If warranted in our reasonable judgment, we may audit and monitor you, and you agree to cooperate with us to permit such monitoring, to confirm that you have satisfied your obligations under this section.

Your Responsibility

You are solely responsible for the quality, completeness, accuracy, validity and integrity of the Image. You are solely responsible if you, intentionally or unintentionally, submit fraudulent, incorrect or illegible Image to us or if Mobile Deposit is used, by authorized or unauthorized persons, to submit fraudulent, unauthorized, inaccurate, incorrect or otherwise improper or unusable Images to us.

You agree to notify us of any suspected errors regarding items deposited through the Service right away, and in no event later than 60 days after the applicable Account statement is sent or otherwise made available. Unless you notify us within 60 days, such statement regarding all deposits made through Mobile Deposit shall be deemed correct, and you are precluded from bringing a claim against Bank for such alleged error.

Your Indemnification Obligation

You understand and agree that you are required to indemnify us and hold us harmless, including our affiliates, officers, employees and agents against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses arising from your use of Mobile Deposit and/or breach of this section. You understand and agree that this paragraph shall survive the termination of this Agreement.

You also understand and agree that you are required to indemnify our technology partners or Processor, and hold harmless our Processor from and against any third party claims, suits, proceedings, actions or demands, including claims of another financial institution, business entity or governmental authority, and all losses, liabilities, damages, fines, penalties, costs and expenses, including court costs and reasonable attorneys’ fees and expenses, arising from such claims, to the extent such claim is related to the Bank or your use of Mobile Deposit, our Processor’s applications, unless such claim directly results from an action or omission made by our Processor in bad faith. You understand and agree that this paragraph shall survive the termination of this Agreement.

Cooperation with Investigation

You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items deposited through Mobile Deposit in your possession and your records relating to such items and transmissions.

Ownership and License

You agree that the Bank and/or its service provider(s) retain all ownership and proprietary rights in Mobile Deposit, associated content, technology and website(s). Your use of Mobile Deposit is subject to and conditioned upon your complete compliance with this Agreement. Without limiting the effect of the foregoing, your breach of this section or the Agreement immediately terminates your right to use Mobile Deposit. Without limiting the restriction of the foregoing, you agree that you will not modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the technology or Mobile Deposit, copy or reproduce all or any part of the technology or Mobile Deposit; or interfere, or attempt to interfere, with the technology or Mobile Deposit. We and our technology partners or Processor retain all rights, title and interests in and to Mobile Deposit, software and developments made available to you.

DISCLAIMER OF WARRANTIES

YOU AGREE THAT YOUR USE OF MOBILE DEPOSIT AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF MOBILE DEPOSIT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT MOBILE DEPOSIT WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE MAKE NO WARRANTY THAT THE RESULTS THAT MAY BE OBTAINED WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN MOBILE DEPOSIT OR TECHNOLOGY WILL BE CORRECTED.

Suspension and Termination

In addition to any other provision in this Agreement or the Account Agreement on the subject, the Bank may, in its sole discretion and without prior notice to you unless otherwise required by Applicable Law, elect to suspend or terminate your use of Mobile Deposit (i) if you or we close the Account(s) established in connection with Mobile Deposit, (ii) if we reasonably suspect that you have engaged in fraud or other abuse with regard to Mobile Deposit, (iii) in the event of a material breach in the performance or observance of any term, or breach of any representation or warranty, by you, (iv) if we believe immediate action is required for the security of your or the Bank’s funds, or (vi) if we reasonably believe that the continued provision of Mobile Deposit would violate federal, state or local laws or regulations, or would subject Bank to unacceptable risk of loss. Notwithstanding any termination, this section and the Agreement shall remain in full force and effect with respect to all transactions initiated prior to such termination.

10. Overdrafts. Customer agrees to initiate or schedule all transfers or payment transactions only when there is or will be sufficient Available Funds in the Account for that transfer or payment. The completion of any transfer or payment order is subject to sufficient Available Funds in the Account at the time the transaction is posted. If Customer’s Account has insufficient Available Funds to perform any fund transfer Customer has requested for a given Business Day, Bank may either pay or return it. Bank is not required to provide notification to Customer in any form that the transfer or payment order was not honored, and it is Customer’s responsibility to make other arrangements to facilitate the processing of the transaction or payment by other means, which may include rescheduling or reinitiating the transaction in Online Banking. Customer agrees to pay the outstanding overdraft and any fee(s) associated with the overdraft in accordance with the Fee Schedule, whether the item is paid or returned. The honoring of one or more of Customer’s overdrafts, however, does not obligate Bank to honor any future overdrafts. Bank may assess a fee to Customer’s Account for processing an item that is presented for payment for which there are no funds, insufficient funds or unavailable funds. Please refer to the Fee Schedule for the amount of this fee. If Customer has an “Overdraft Protection” feature with Customer’s Deposit Account, any check or debit that overdraws such Deposit Account will be honored up to Customer’s available credit limit.

11. Limits on Amounts and Frequency of Online Banking Transactions.

11.1 Transactions initiated through Online Banking may be limited in number or dollar amount. Bank reserves the right to limit the amount or number of any type of transaction for any customer at any time. Bank may limit the amount and or the number of transactions for any specific customer group or entity as Bank deems appropriate in its sole and exclusive discretion. Additional information regarding limitations on the amount of transfers can be found the applicable Deposit Account Agreement. Any transaction limitation that is disclosed in these documents, in other areas, or is part of the Fee Schedule may be applied to any and all transactions initiated in Online Banking. Bank may amend, change, or abolish transaction limits of any kind at any time. Bank will use commercially reasonable efforts to give prior notice of such changes, but is not bound to do so except where governed by applicable law. All transactions are subject, in addition to any limitations on dollar amount or amount, to internal review by Bank from time to time, including but not limited to the review of factors such as the sending account, receiving account, the amount of the specific transaction, the aggregate amounts of other transactions processed or ordered by the customer, fraud screening, and other factors that Bank deems applicable and appropriate. If Bank determines that there are risks associated with the transaction, Bank may delay or cancel the transaction. Bank may request additional information regarding the transaction before it is finalized or any funds are released. In addition, if a hold has been placed on the deposits made to an Account from which Customer wishes to transfer funds, Customer cannot transfer the portion of the funds held until the hold expires.

11.2 By regulation, certain restrictions apply to the number of Internet transfers from savings Deposit Accounts (including Money Market Deposit Accounts) processed in a statement cycle. Transfers from savings Deposit Accounts to another Account or to third parties by preauthorized, automatic, telephone or computer transfer or by check, draft, debit card, or similar order to third parties are limited to six (6) per monthly statement cycle. There are no limits on withdrawals or transfers that Customer makes in person at any of Bank’s branches or at an automated teller machine (ATM). If Customer exceeds these limits more than occasionally, Bank may convert Customer’s savings Deposit Account to a transaction Deposit Account. If Bank converts Customer’s Deposit Account, Bank will tell Customer and will tell Customer what kind of Deposit Account was used. A fee in the amount set forth in the Fee Schedule will be charged for each debit transaction from a savings Deposit Account in excess of the above limitations. (For a more detailed description of the limits on such transactions, please refer to the Deposit Account Agreement for business and non-consumer Accounts.)

12. Transaction Cut-Off Times. Bank will use commercially reasonable efforts to process Customer’s transactions that are initiated through Online Banking as set forth below, or as may otherwise be specifically set forth in any applicable service Appendix or other agreement:

Internal transfers between Customer’s Accounts that are initiated by Customer prior to 8:00 p.m. Eastern Time (“ET”) on a Business Day are processed in real-time on that Business Day. Transactions completed after 8:00 p.m. ET on a Business Day or that are completed on a non-Business Day will be processed on the following Business Day.
Bill Payment transactions initiated through the Bill Payment Service, as outlined below, prior to 4:00 p.m. ET are processed on the Business Day on which the transaction is scheduled to be delivered. Bank is not responsible for the cancellation of any payments initiated by Customer in the Bill Payment Service at any time.

If the status of any transfer or transaction in Online Banking is “Processed” or “In Process,” the transaction cannot be cancelled via Online Banking or by request to Bank. It is Customer’s responsibility to arrange with the recipient or external financial institution for the re-credit or re-deposit of any funds transferred at Customer’s request through Online Banking outside of the timeframes noted above.

13. Internal Transfers.

Internal Transfers move funds to or from an eligible LendingClub Account titled to you to or from another eligible LendingClub Account titled to you.

Transfer Authorization and Funds Availability: By providing transfer instructions via Online or Mobile Banking, you represent and warrant to us that you have the right to authorize and permit us to affect such funds transfers, or for any other purpose authorized by this Agreement, and you assure us that by disclosing and authorizing us to use such information you are not violating any third-party rights.

You warrant and represent that the information you are providing us is true, correct, and complete. You authorize us to follow the transfer instructions that we receive. When we receive a transfer instruction, you authorize us to debit/credit your account on your behalf.

It is your responsibility to ensure the accuracy of any information that you enter, and to inform us as soon as possible if you become aware that any information is inaccurate. You hereby authorize and permit us to use information submitted by you to accomplish these purposes and to configure the Service to be compatible with the Accounts.

You agree that the Available Balance in your Account is sufficient to pay for all Internal Transfers requested, as well as any other payment obligations you have to us. We reserve the right, without liability, to reject or reverse an Internal Transfer, as applicable, if you fail to comply with this requirement or any other terms of this Agreement.

If your Available Balance is not sufficient to cover the Internal Transfer and we have not exercised our right to reverse or reject an Internal Transfer, as applicable, you agree to pay for such payment obligations on demand. You further agree that we may, at our option, charge any of your Accounts with us to cover such payment obligations.

When Transfers are Debited/Credited to/from Your Account(s)

Although transfers are enacted immediately upon completion of an Online or Mobile Banking session for same-day one-time Internal Transfers made during the session, you must make Internal Transfers by the established funds transfer cut-off time displayed in Online and Mobile Banking for those funds to be posted on an Account on the same Business Day and to be available for non-Online Banking Service transactions. Internal Transfers designated as same-day one-time Internal Transfers made after the established funds transfer cut-off time on a Business Day, or on a weekend or holiday, will be available on the following Business Day.

Scheduling Internal Transfers

Internal Transfers can be scheduled (or initiated) on either a one-time basis or a recurring basis. One-time transfers may be scheduled to be sent immediately or scheduled to be sent on a future date. Same-day one-time transfers (those made prior to the cut-off time as set forth in Online and Mobile Banking and/or in this Agreement) may not be cancelled for any reason once the transaction has been approved by us. The recurring transfer feature may be used when a set amount is transferred at regular intervals. One-time future-dated or future recurring transfers scheduled for a weekend, or a non-Business Day will be processed on the next Business Day.

You may also request that a transfer be made on a future date that you may designate in advance of the Scheduled Initiation Date. The “Scheduled Initiation Date” will be the effective date you enter, or the next Business Day should the date fall on a weekend or holiday. If you request a transfer for a future date, we process the transaction at the opening of business on that day if it is a Business Day; otherwise, the transaction will be processed on the following Business Day.

Scheduled future Internal Transfers may be cancelled up to the established funds transfer cut-off time displayed in Online and Mobile Banking in advance of the Scheduled Initiation Date.

Recurring Internal Transfers. If you designate an Internal Transfer as a recurring transfer, you may request, and we will use, a date that re-occurs on a specified regular basis (e.g., weekly, semi-monthly, monthly, etc). You will designate a “start date”. You must have sufficient Available Balance by midnight of the night before the Scheduled Initiation Date; however, funds will be deducted from your designated Account on the Scheduled Initiation Date. Recurring transfers may be cancelled up to the established funds transfer cut-off time displayed in Online and Mobile Banking in advance of the Scheduled Initiation Date.

Cancelling or Modifying Scheduled Internal Transfers
Future-dated Internal Transfers (either one-time or recurring) can be cancelled prior to the cut-off time set forth in Online or Mobile Banking on the Business Day prior to the date the transfer is scheduled to be made; however, if the transfer’s status is processing, you can no longer cancel it.

Limitations on Transfers

In addition to the daily limits described in the applicable Product Terms & Conditions, Internal Transfers are subject to daily and aggregate total limits which may change at any time, without prior notice (other than any notice required by applicable law).

Disqualifying Events

You agree that we may reduce the dollar limits on transfers as described above, or terminate your eligibility to make future transfers (including canceling scheduled future transfers), in each case without prior notice (other than any notice required by Applicable Law), upon occurrence of a Disqualifying Event. Each of the following is a “Disqualifying Event”:

Any of your Accounts with us are not current or are not in good standing.
You have had an overdraft, an over-limit item, or an item returned for insufficient funds with respect to any Account with us during the current or three (3) prior calendar months.
You have had any prior External Transfer involving accounts at other financial institutions cancelled, revoked, or not completed due to insufficient funds, revoked authorization, stopped payments, frozen accounts, or any similar reason.
You attempt to use External Transfers to transfer funds between your eligible consumer Accounts with certain non–consumer accounts at other financial institutions, or to transfer funds between your eligible business Accounts with certain non–business accounts at other financial institutions.
We suspect fraud or unauthorized use has or may occur with respect to your Account(s) with us or with respect to any External Transfer(s).

Errors

You understand that we must rely on the information provided by you and you authorize us to act on any instruction which has been or reasonably appears to have been sent by you, to submit transfer instructions on your behalf. We are not obliged to take any further steps to confirm or authenticate such instructions and will act on them without getting further confirmation. You understand that if you provide us with incorrect information or if there is any error in your instruction, we will make all reasonable efforts to reverse or delete such instructions, but you accept full responsibility for losses resulting from any of your errors, duplication, ambiguities or fraud in the information that you provide. You agree not to impersonate any person or use a name that you are not authorized to use. If any information you provide is untrue, inaccurate, not current or incomplete, without limiting other remedies, the Bank reserves the right to recover from you any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information.

a. You will reimburse the Bank immediately upon demand the amount of the Payment Instruction if the payment has been delivered but there are insufficient funds in, or insufficient overdraft credits associated with, your Eligible Transaction Account to allow the debit processing to be completed.

b. The bank is authorized to report the facts concerning the return to any credit reporting agency.

We are not responsible for errors, delays and other problems caused by or resulting from the action or inaction of financial institutions holding the Account. Although we will try to assist you in resolving any such problems, you understand that any such errors, delays or other problems are the responsibility of the relevant financial institution. Any rights you may have against a financial institution for such errors, delays or other problems are subject to the terms of the agreements you have with such financial institution, including any time limits during which complaints must be made.

External Transfers

External Transfers are outbound and inbound transfers that move funds to or from an eligible LendingClub Account titled to you, to or from an account at an external financial institution that you have linked within Online and Mobile Banking for the purpose of moving funds. An “Inbound” transfer moves funds to an eligible LendingClub Account titled to you from an account at an external financial institution for which you have the authority to transfer funds. An “Outbound” transfer moves funds from an eligible LendingClub Account titled to you to an account at an external financial institution for which you have the authority to transfer funds.

Linked Accounts

You will need to add each account at an external financial institution that you wish to use for External Transfers as a linked account in Online and Mobile Banking.

We reserve the right to obtain additional information regarding the linked account(s) as we deem reasonably necessary to process External Transfers. We may verify the accounts that you link for purposes of External Transfers from time to time. You authorize us to do so through the use of a test transfer, in which one or more low value payments will be both credited to and debited from the account.

Once the test transfer is complete, we may ask you to access your account at the external financial institution to tell us the amount of the test credit or debit, or any additional information reported by your external financial institution regarding this test transfer. We may also verify your account with the external financial institution by employing external databases and services, or by requiring you to submit proof of ownership of the account.

Transfer Authorization and Funds Availability

By providing transfer instructions via Online or Mobile Banking, you represent and warrant to us that you have the right to authorize and permit us to affect such funds transfers, or for any other purpose authorized by this Agreement, and you assure us that by disclosing and authorizing us to use such information you are not violating any third-party rights. You warrant and represent that the information you are providing us is true, current, correct and complete. You authorize us to follow the transfer instructions that we receive. When we receive a transfer instruction, you authorize us to debit/credit your Accounts, both LendingClub and the external financial institution, on your behalf. It is your responsibility to ensure the accuracy of any information that you enter, and to inform us as soon as possible if you become aware that any information is inaccurate. You hereby authorize and permit us to use information submitted by you to accomplish these purposes and to configure the Service to be compatible with the Accounts.

a. You understand and agree that at all times your relationship with each account provider is independent of us and your use of the Service. We will not be responsible for any acts or omissions by the financial institution or other provider of any account, including without limitation any modification, interruption or discontinuance of any account by such provider.

b. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ARE AFFECTING AN EXTERNAL TRANSFER FROM OR TO ANY OF YOUR ACCOUNTS, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OR ON BEHALF OF ANY THIRD-PARTY. YOU AGREE THAT THE BANK, ITS AFFILIATES, SERVICE PROVIDERS AND PARTNERS SHALL BE ENTITLED TO RELY ON THE FOREGOING AUTHORIZATION GRANTED BY YOU. YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY COSTS, FEES, LOSSES OR DAMAGES OF ANY KIND INCURRED AS A RESULT OF i. OUR INABILITY, DUE TO THE ACTIONS OF A THIRD-PARTY, TO DEBIT AND/OR CREDIT THE ACCOUNTS IN ACCORDANCE WITH YOUR TRANSFER INSTRUCTIONS; ii. ANY INACCURACY, INCOMPLETENESS OR MISINFORMATION CONTAINED IN THE INFORMATION RETRIEVED FROM THE ACCOUNTS; iii. ANY CHARGES IMPOSED BY ANY PROVIDER OF ACCOUNTS FOR FUND TRANSFERS AND iv. ANY FUNDS TRANSFER LIMITATIONS SET BY THE FINANCIAL INSTITUTIONS OR OTHER PROVIDERS OF THE ACCOUNTS.

c. Not all types of accounts are eligible for the Service. Be sure to check with your financial institution for restrictions regarding transfers among your retirement (401k, IRA, etc.), savings, trusts, loans, custodial, business, corporate and other account types. We are not responsible for any costs or losses incurred from transfers that are not permitted under such restrictions by the provider of your Account or those imposed by applicable law.

d. If external transfer instructions identify a bank or beneficiary by name and account number, the relevant financial institution may execute those instructions by reference to the number only, even if the number does not correspond to the name. You understand that such financial institutions may not investigate discrepancies between names and numbers. In addition, you agree that we have no responsibility to investigate discrepancies between names and numbers.

You agree that the Available Balance in your Account is sufficient to pay for all External Transfers requested, as well as any other payment obligations you have to us. We reserve the right, without liability, to reject or reverse an External Transfer, as applicable, if you fail to comply with this requirement or any other terms of this Agreement.

If your Available Balance is not sufficient to cover the External Transfer and we have not exercised our right to reverse or reject an Internal Transfer, as applicable, you agree to pay for such payment obligations on demand. You further agree that we may, at our option, charge any of your Accounts with us to cover such payment obligations.

When Transfers are Debited/Credited to/from Your Account(s)

Funds involving an External Transfer from your LendingClub Account (Outbound) will be debited from your Account immediately upon completion of the Online or Mobile Banking session for same-day one-time External Transfers, and credited to the external financial institution on the next Business Day after you initiate the transfer. Funds involving an External Transfer to your LendingClub Account (Inbound) will be credited to your Account immediately upon completion of the Online or Mobile Banking session for same-day one-time External Transfers, and debited from the external financial institution on the next Business Day after you initiate the transfer. Funds credited to the LendingClub Bank account will not be available for use until the 3rd business day following the day of credit.

For accounts that are less than 30 days old, the funds credited to the LendingClub Bank account will not be available until the 5th business day following the day of credit.

Although transfers are debited or credited from your LendingClub Account immediately upon completion of an Online or Mobile Banking session for same-day one-time External Transfers made during the session, you must make External Transfers by the established cut-off time displayed in Online and Mobile Banking for those funds to be posted on an Account on the same Business Day and to be available for non-Online Banking Service transactions. External Transfers designated as same-day one-time External Transfers made after the established funds transfer cut-off time on a Business Day, or on a weekend or holiday, will be available on the following Business Day.

Occasionally, your External Transfer requests may require additional review before posting to your account and impacting your Actual Balance and Available Balance. During that time, the transaction will appear in Scheduled Transactions and be treated as a scheduled External Transfer.

Scheduling External Transfers

External Transfers can be scheduled (or initiated) on either a one-time basis or a recurring basis. One-time transfers may be scheduled to be sent immediately or scheduled to be sent on a future date. Same-day one-time transfers (those made prior to the cut-off time as set forth in Online and Mobile Banking and/or in this Agreement) may not be cancelled for any reason once the transaction has been approved by us. The recurring transfer feature may be used when a set amount is transferred at regular intervals. One-time future-dated or future recurring transfers scheduled for a weekend, or a non-Business Day will be processed on the next Business Day.

Scheduled future External Transfers may be cancelled up to the established funds transfer cut-off time displayed in Online and Mobile Banking in advance of the Scheduled Initiation Date.

Recurring External Transfers. If you designate an External Transfer as a recurring transfer, you may request, and we will use, a date that re-occurs on a specified regular basis (e.g., weekly, semi-monthly, monthly, etc). You will designate a “start date”. You must have sufficient Available Balance by midnight of the night before the Scheduled Initiation Date; however, funds will be deducted from your designated Account on the Scheduled Initiation Date. Recurring transfers may be cancelled up to the established funds transfer cut-off time displayed in Online and Mobile Banking in advance of the Scheduled Initiation Date.

Deleting or Modifying Scheduled External Transfers

Future-dated External Transfers (either one-time or recurring) can be deleted prior to the cut-off time set forth in Online or Mobile Banking on the Business Day prior to the date the transfer is scheduled to be made; however, if the transfer’s status is processing, you can no longer delete it.

Limitations on Transfers

In addition to the daily limits described in the applicable Product Terms & Conditions, External Transfers are subject to daily and aggregate total limits which may change at any time, without prior notice (other than any notice required by applicable law).

Disqualifying Events

Any of your Accounts with us are not current or are not in good standing.
You have had an overdraft, an over-limit item, or an item returned for insufficient funds with respect to any Account with us during the current or three (3) prior calendar months.
You have had any prior External Transfer involving accounts at other financial institutions cancelled, revoked, or not completed due to insufficient funds, revoked authorization, stopped payments, frozen accounts, or any similar reason.
You attempt to use External Transfers to transfer funds between your eligible consumer Accounts with certain non – consumer accounts at other financial institutions, or to transfer funds between your eligible business Accounts with certain non – business accounts at other financial institutions.
We suspect fraud or unauthorized use has or may occur with respect to your Account(s) with us or with respect to any External Transfer(s).

Errors

You understand that we must rely on the information provided by you and you authorize us to act on any instruction which has been or reasonably appears to have been sent by you, to submit transfer instructions on your behalf. You understand that financial institutions receiving the transfer instructions may rely on such information. We are not obliged to take any further steps to confirm or authenticate such instructions and will act on them without getting further confirmation. You understand that if you provide us with incorrect information or if there is any error in your instruction, we will make all reasonable efforts to reverse or delete such instructions, but you accept full responsibility for losses resulting from any of your errors, duplication, ambiguities or fraud in the information that you provide. You agree not to impersonate any person or use a name that you are not authorized to use. If any information you provide is untrue, inaccurate, not current or incomplete, without limiting other remedies, the Bank reserves the right to recover from you any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information.

b. The bank is authorized to report the facts concerning the return to any credit reporting agency.

15. Stop Payment Requests.

15.1 Customer may initiate stop payment requests within the Online Banking Service. These stop payment requests will be effective immediately after submission via Online Banking, and any applicable fee associated with that request will be assessed to the Deposit Account within one (1) Business Day. The stop payment request will not be effective if the item on which the stop is requested is already in-process or has been paid, regardless of whether the item appears in the transaction list or other detail within Online Banking.

15.2 To be effective, Customer’s stop payment request must include Customer’s Deposit Account number, the name of the payee, the check number, the amount of the check, and the date of the check.

15.3 Customer may also initiate stop payment requests by calling Bank at 1-800-242-0272. Such stop payments may only be initiated for paper checks that Customer has written on Customer’s Deposit Accounts (and not those made via the Bill Payment Service or that is an electronic payment).

15.4 If Customer makes a stop payment request using the telephone option, Bank will also require Customer to put the stop payment request in written form and to submit this form to Bank. This written request must be forwarded to Bank within fourteen (14) days of the date of Customer’s Online Banking or telephone request. When Bank receives Customers’ written request, the stop payment will be in effect for a period of six (6) months. If Bank does not receive Customer’s written request within fourteen (14) days, the stop payment will no longer be in effect.

16. Periodic Statements. Customer will not receive a separate Online Banking statement. Transfers to and from Customer’s Accounts using Online Banking will appear on the respective periodic statements for each of Customer’s Accounts. Statements will be provided in paper form unless Customer elects the eStatements Service in the Sign-Up Forms.

17. Bill Payment Service Terms and Conditions.

17.1 The Online Banking Service’s Bill Payment Service (“Bill Payment”) allows Customer to schedule business-purpose bill payments through the Internet. Bill Payment is offered through and actual payments are handled by Bank’s third party service provider, FIS. Additional terms and conditions govern Bill Payment and are available on the Online Banking Service’s site. In addition to the terms and conditions available on the Service’s site, this Appendix, including the Bill Payment security procedures described in Schedule A, and the following additional terms and conditions shall also apply to Customer’s use of Bill Payment.

17.2 Customer is required to enroll in Bill Payment prior to using it. Each Deposit Account owner, regardless of the type of ownership held on a Deposit Account (joint, sole, business, etc.), must enroll separately to use Bill Payment. Bill Payment may be used for the business use of Customer only. Any attempt or use of Bill Payment to process payments for third parties is prohibited and can result in termination of Bill Payment. Joint owners of a single Deposit Account must have enrolled separately, and the payment history and payee information for each enrollee will not be shared or accessible by any other enrollee, even at the request of either party.

17.3 Enrollment in Bill Payment includes separate terms and conditions provided during enrollment that Customer will be required to accept as a condition for using Bill Payment. At least one (1) Authorized Representative must enroll in Bill Payment in order for it to be activated. Customer’s Authorized Representative and all Authorized Users of Bill Payment will be required to review and accept the additional terms and conditions, which will be displayed electronically during the Bill Payment Service enrollment process.

17.4 Except as is otherwise provided by this Appendix, the Agreement or by applicable law, Bank cannot and will not guarantee or have any responsibility whatsoever for the completion or accuracy of transactions performed through Bill Payment, including electronic fund transfers that Customer requests be performed by Bank’s service provider. Payments initiated through Bill Payment that are paid via paper check may appear to be drawn on a third-party processor and not Bank.

18. E-Statements Service Terms and Conditions.

18.1 This portion of the Appendix describes the terms and conditions applicable to the eStatements Service offered through Bank. If Customer completes the enrollment process for eStatements, this Service will allow Customer to view certain of Customer’s current Deposit Account statements for Customer’s Deposit Accounts on a secure website.

18.2 Consent and Authorization for Electronic Transmission of Account Statements. Customer understands that pursuant to Customer’s Deposit Account Agreement with Bank, Customer may be entitled to receive periodic Deposit Account statements in connection with Customer’s Deposit Accounts, such as checking Deposit Account statements (“Account Statements”). By enrolling in eStatements via the link on the Online Banking Service’s site, Customer authorizes Bank to discontinue sending such periodic Account Statements via postal mail service for Customer’s Deposit Account (s) and to instead deliver such periodic Account Statements to Customer electronically. Bank will send Customer an e-mail on an ongoing basis to Customer’s primary e-mail address, as indicated in Customer’s online profile with Online Banking, notifying Customer that one or more of Customer’s eStatement Account Statements are ready to be viewed on the Bank website.

18.3 Authorization. As a condition of using eStatements, Customer represents to Bank and further agrees that, if the Deposit Account used to access eStatements is a joint Deposit Account, Customer is an Deposit Account holder of the joint Account and Customer’s election to use eStatements for the Deposit Account has been authorized by each of the joint accountholders. All joint accountholders on the Deposit Account are legally bound by these terms and conditions.

18.4 Termination of eStatements. Customer election to receive subsequent Account Statements electronically is voluntary and may be terminated at any time. Customer may elect to terminate eStatements at any time in writing, by sending Bank a secure e-mail via the Online Banking Service. Subject to Bank’s confirmation of Customer’s request, such termination shall become effective no later than fifteen (15) days after receipt by Bank. Upon termination, Customer will no longer have access to Customer’s Account Statements online and Customer will receive all Account Statements in paper form via postal mail service, subject to any fee as set forth in the Fee Schedule.

18.5 Valid E-Mail Address Required. Customer must maintain a valid, active e-mail address to use eStatements. Customer must promptly notify Bank of any change in Customer’s e-mail or postal address by contacting Bank’s Customer Service Department as set forth in Section 26 of the parties’ Agreement. Bank is not liable for any third party-incurred fees, other legal liability, or any other issues or liabilities arising from eStatements or notifications sent to an invalid or inactive e-mail address or postal address that Customer has provided.

18.6 Paper Statements. Customer may also request a paper copy of any periodic regular Account Statement. A fee may be charged for any such paper copies in accordance with the Fee Schedule.

18.7 eStatement Changes. As further set forth in the Agreement, Customer acknowledges and agrees that Bank reserves the right to change the terms and conditions of this Appendix as it pertains to eStatements at any time. Bank will notify Customer in accordance with the Agreement. Accessing Customer’s eStatements after Customer receives any notice of change will constitute Customer’s acceptance and agreement to each such change. Bank reserves the right to discontinue the eStatements service at any time.

19. Alerts.

19.1 Bank offers opt-in “Alerts” associated with certain eligible Customer Accounts. Online Banking users have the ability to subscribe to Alerts that deliver information about Accounts via email. Each user of Online Banking is required to subscribe to the Alerts service and designate which Alerts to receive. Joint Online Banking users must subscribe to Alerts separately, and may choose any selection of Alerts to receive, separate and distinct from those selected by any other user. Bank may also send security Alerts as part of the Online Banking Service. Customer acknowledges and agrees that these security Alerts are not optional.

19.2 Alerts will be delivered by email to the primary email address listed for each subscribed Authorized User in Online Banking. By subscribing, Customer understands and agrees that Alerts will be delivered to Customer via this channel. Customer also agrees that the delivery of Alerts may be delayed or prevented by a variety of factors. Bank will use commercially reasonable efforts to deliver Alerts in a timely manner and with information that is accurate as of the time the Alert is generated. Bank does not guarantee the delivery or the accuracy of the information contained in any alert. Bank is not responsible for any action taken or not taken by an Account holder or third party on the basis of information contained in an Alert.

19.3 The email channel used to deliver Alerts is not secure, and Bank will not include any full, non-public personal information such as account number or password. Limited Account information such as balance or amount of a transfer can be included. By subscribing to the Alerts feature, Customer understands and agrees that anyone with access to the designated email account will be able to access and read this information. Bank is not responsibility for the security of any information provided in any reply to an Alert, as that channel is not a secure method of communication with Bank.

19.4 It is Customer’s responsibility to provide to and maintain with Bank an accurate email address for Alerts delivery. Bank will not be liable or responsible for any information which is delivered to an email address which is not accessible by Customer, or is accessible by someone other than Customer until Bank has been provided an accurate email address via the Online Banking Alerts section, and has had a reasonable time in which to process the change.

20. Customer Communications with Bank. Unless the Agreement provides otherwise, Customer can communicate with Bank with respect to Online Banking by contacting Bank’s Customer Service Department as set forth in Section 26 of the parties’ Agreement.

21. Customer Responsibilities; Security.

19.1 Customer is responsible for all transfers, payments or other Online Banking Service transactions that Customer authorizes to be made using the Online Banking Service and as otherwise set forth in this Appendix or in the Agreement.

21.2 Customer agrees not to disclose any proprietary information regarding the Online Banking Service to any third party (except to Customer’s Administrator(s) and Authorized User(s)). Customer also agrees to comply with any operating, security and recognition procedures Bank may establish from time to time with respect to the Online Banking Service. Customer will be denied access to the Online Banking Service if Customer fails to comply with any of these procedures. Customer acknowledges that there can be no guarantee of secure transmissions over the Internet.

22. Contacting Bank. Customer may telephone Bank and/or write Bank at the phone number and address provided in the Agreement to: (a) inquire about the receipt and/or amount of credits to Customer’s Account(s), (b) notify Bank if Customer’s Access Devices are lost or stolen, (c) notify Bank of unauthorized transactions appearing on Customer’s statement or (d) change Customer’s mailing or email address.

23. Joint Accounts. When Customer’s access to the Online Banking Service is linked to one or more jointly owned Accounts, Bank may act on the oral, written or electronic instructions of any joint owner of those Accounts made in accordance with the terms of the Agreement. Each owner of a Deposit Account is authorized to access all of the Available Funds held in that Deposit Account through the Online Banking Service.

24. Hyperlinks. Bank may elect to display one or more hyperlinks on the Online Banking Service website from time to time. A hyperlink is any highlighted words or phrases in a document that allows Customer to click through to another section of the same document or to another document on the Internet. A hyperlink may allow Customer to click through to a third party website over which Bank has no control. Bank disclaims any responsibility for the content, products and services provided at linked third party websites. Bank is not liable for any failure of the products or services advertised on third party websites. Customer should be aware that third party websites may have privacy policies that differ from Bank’s; it is Customer’s responsibility to review privacy policies at the linked third party websites to determine whether those policies are acceptable to Customer. The linked third party websites may provide less security than Bank’s website.

25. ERRORS OR QUESTIONS ABOUT ELECTRONIC TRANSACTIONS.

25.1 Errors or Questions.

25.1.1 Customer will call Bank or write to Bank at the number/address provided in the Agreement if Customer thinks:(i) Customer’s statement or transaction record is wrong, or(ii) Customer needs more information about a transaction, including one listed on the statement.

25.1.2 Bank will need to know the following:(i) Customer’s name and account number;(ii) A description of the error or the transfer Customer is unsure about and an explanation of why Customer believes it is an error or why Customer needs additional information; and(iii) The dollar amount of the suspected error.

25.1.3 Bank will tell Customer the results of Bank’s investigation within a reasonable time after Bank hears from Customer and will correct any error that may be identified in accordance with the terms of the Agreement.

26. Unauthorized Online Banking Service Transactions.

26.1 Customer will notify Bank at once if Customer believes its Access Devices have been stolen or compromised. In addition, Customer will notify Bank at once if Customer believes someone has transferred or may transfer money from Customer’s Account(s) without Customer’s permission or if Customer suspects any fraudulent activity on Customer’s Account.

26.2 When Customer gives someone its Access Device(s), Customer is authorizing that person to use the Online Banking Service, and Customer is responsible for all transactions the person performs using the Online Banking Service. All transactions that person performs, even transactions Customer did not intend or want performed, are authorized transactions. Transactions that Customer or someone acting with Customer initiates with fraudulent intent are also authorized transactions. For Customer’s protection, Customer should sign-off after every Online Banking Service session and close Customer’s browser to ensure confidentiality.

Business Online and Mobile Agreement

BUSINESS ONLINE BANKING AGREEMENT

APPENDIX I: BUSINESS ONLINE BANKING SERVICES

WHAT WE OFFER

RESOURCES

LEGAL

ABOUT US

ACCOUNT

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Business Online and Mobile Agreement

BUSINESS ONLINE BANKING AGREEMENT

APPENDIX I: BUSINESS ONLINE BANKING SERVICES

WHAT WE OFFER

RESOURCES

LEGAL

ABOUT US

ACCOUNT

Powered by the LCTM platform

Powered by the LC^TM platform