LoanWell, Inc.

This Terms of Service (the "Terms of Service") between you and LoanWell, Inc., formerly doing business

as LoanWell, LLC ("LoanWell," "we," "us," and/or "our") sets forth the legally binding terms for your

use of the website located at https://loanwell.com (including all the areas of the website) and any

successor websites, including any services, software, and applications made available through such

website (collectively, the "Site;" and together with the Application, the "Service"). By using the Service,

you agree to the terms set forth in this Terms of Service.

1. LOANWELL SERVICE

a. Description.

LoanWell offers its users a platform to enter into loans (“Loans”) with a selected lender who has

contracted with LoanWell to provide its lending platform.

For purposes of these Terms of Service, persons and businesses borrowing through the Service

are referred to individually as a “Borrower” and collectively as “Borrowers”; and persons

lending through the Service are referred to individually as a “Lender” and collectively, as

“Lenders”.

In addition, the Service includes a legacy funding functionality through which Borrowers may

initiate Direct Loans and Crowdsourced Loans. Please see Section 12(a) below for more

information about this legacy funding functionality.

Notwithstanding the use of such terms, in some cases Lenders may, in their sole discretion, enter into

Loans with Borrowers with no repayment obligations. Such Loans may sometimes be referred to as

“grants”.

b. LoanWell Is Not a Lender; All Financial Risks Are Yours.

LoanWell is not a lender and is not a financial institution. LoanWell does not underwrite or

otherwise provide security, assurances or guarantees with respect to the Loans. LoanWell only

provides the Service, which is a platform solution for Lenders establishing Loans with

Borrowers. Loans generated through LoanWell are not created for investment purposes and have not been

registered under the Securities Act of 1933, as amended or the securities laws of any state. LoanWell is

not providing services related to the issuance of securities. LoanWell disclaims all responsibility for

financial risks resulting from the Loans and you are responsible for all financial risks related to any

Loans established as a consequence of use of the Service, including, but not limited to being responsible

for any collections activity that may be required, including but not limited to litigation in court to obtain

repayment.

c. Additional Risks Relating to Your Use of the Service.

LOANWELL DOES NOT ASSESS THE IDENTITY OR CREDITWORTHINESS OF

BORROWERS ON THE SERVICE. IT IS THE SOLE RESPONSIBILITY OF EACH LENDER

TO CONDUCT ITS OWN EXAMINATION OF A BORROWER WHEN DETERMINING

WHETHER TO OFFER TO FUND A LOAN. In addition, LoanWell has no control over and

does not guarantee the truth or accuracy of information logged on the Service by any users or the

ability or intent of any Borrower to repay a Loan. All Loans are direct agreements between

Borrowers and Lenders. Borrowers and Lenders are responsible for compliance with all laws

associated with the use of the Service.

d. Your Acceptance of These Risks.

Sections 1(b) and 1(c) above describe the risks that you assume when using the Service. If you

have any kind of dispute with one or more users (including, but not limited to disputes, involving

intellectual property, defamation, collections, or any violation of law by any user), you release us

(and our affiliates and subsidiaries, and our and their respective officers, directors, employees

and agents) from claims, demands and damages (actual and consequential) of every kind and

nature, known and unknown, arising out of or in any way connected with such disputes. In

entering into this release you expressly waive any protections (whether statutory or otherwise)

that would otherwise limit the coverage of this release to include only those claims, which you

may know or suspect to exist in your favor at the time of agreeing to this release.

e. Modifications.

LoanWell reserves the right to (i) perform maintenance to the Service due to technology

improvements or bugs, and you may or may not be notified of these changes before they occur

and (ii) modify, update, or discontinue, temporarily or permanently, the Service (or any part

thereof) at any time, with or without notice, in LoanWell’s sole discretion. To keep the LoanWell

Application up-to-date, we may offer automatic or manual updates at any time and without

notice to you. You agree that LoanWell will not be liable to you or to any third party for any

modification, update, or discontinuation of the Service.

2. ACCESS TO THE SERVICE

a. Eligibility.

To use our Service, you must register for an account with LoanWell and provide certain

information. You must be at least 18 years old (or the age of majority, as determined by the laws

in the state in which you reside, whichever is older) to use the Service. By registering for and

using the Service, you represent and warrant that (i) all registration information you submit is

truthful and accurate; (b) you will maintain and update such registration information to keep it

current, truthful, and accurate; (c) you are at least 18 years old (or the age of majority, as

determined by the laws in the state in which you reside, whichever is older); (d) your use of the

Service is for business, personal, household or family purposes only; (e) your use of the Service

is not to facilitate transactions that are illegal or involve gambling, including, but not limited to,

using the funds to hire sex workers, buy illegal substances or otherwise commit a criminal act;

and (f) you are not currently suspended by LoanWell from using the Service.

b. Lack of Access

Without limiting any other remedies available, we may at any time, with or without notice to

you, and in our sole discretion, refuse to provide, limit, suspend, or terminate your use of the

Service, your user account, and/or your activities on the Service and take any technical and legal

steps to keep you from using our Service. This Terms of Service will remain in effect after any

such action has been taken. You agree that LoanWell will not be liable to you or any third-party

for any limitation, suspension, or termination of your access to the Service.

c. Registration.

You may register for the Service directly within the Service. You are only authorized to create

and use one account for the Service and are prohibited from using alter egos or other disguised

identities when using the Service. If we discover that you have multiple accounts with the

Service, then all accounts will be closed immediately. You may also register for the Service

using certain third party services that can be directly integrated into the Service.

d. Account Login Information and Security.

When you create an account with LoanWell, you will also be asked to input account login

information. You are responsible for maintaining the confidentiality of such login information

and should protect it from disclosure to others. You agree not to use the account login

information of any other user or to disclose your account login information to any third party.

You agree to notify LoanWell immediately if you suspect any unauthorized use of your account

or any other breach of security within the Service. You are solely responsible for any and all use

of your account, and LoanWell will not be liable for your losses caused by any unauthorized use

of your account. If you use a password that LoanWell considers insecure, LoanWell is entitled to

require the password to be changed and/or to terminate your account. Although we strive to

provide a secure environment for the Service, no technology can provide complete security in the

online environment, and we are not responsible to you for unauthorized intrusions by outside

parties to the Service.

e. Communications and Notifications to You.

You agree to provide accurate and complete information to LoanWell during the account

registration process. You expressly consent to our use of your email address, cell phone number,

and other contact information to send you updates and communications about our products and

services or other messages, such as newsletters, changes to features of the Service, or special

offers. You may control receipt of marketing messages from us by clicking on the unsubscribe

link included in those messages; however, you may not opt out of receiving account and

servicing messages from us. You also represent and warrant that you have the legal authority

over any telephone number you provide to us and have the right to provide us with the

authorization to contact you. This means we may contact you, in person or by recorded message,

by e-mail, telephone and/or mobile telephone number (including use of automated dialing

equipment), text (SMS) message, or any other means of communication that your wireless or

other telecommunications device may be capable of receiving. If you change or deactivate your

mobile telephone number, you agree to promptly update your LoanWell account information to

ensure that your messages are not sent to the person that acquires your old number.

f. User Identity, Creditworthiness, and Use of Funds.

While using our Service, you take full responsibility for your interactions among users.

LoanWell provides a platform to assist your interactions with other users of our Service but

LoanWell is not involved in verifying the purported identity or the creditworthiness of its users,

or in verifying the use of funds loaned to any user. The third-party service provider that allows

you to transfer and pay funds will require verification of your identity, and the identity of other

users. However, LoanWell disclaims all responsibility for the verification of any user by the

third-party service provider. LoanWell may attempt, but is under no obligation, to independently

verify a user’s purported identity. The verification of identity by the third-party service provider

is not used to identify the creditworthiness of your users, and the third-party service provider’s

CIP verification procedures are not intended to be used in lieu of other fraud protection.

g. Deactivate Service.

If you no longer wish to use the Service, send an email to team@loanwell.com requesting

deactivation. We may still retain certain information associated with your account for analytical

purposes and recordkeeping integrity, as well as to prevent fraud, resolve disputes, enforce this

and constraints related to the security, integrity and operation of the Application or the Service.

3. APPLICATION

a. License; Scope.

Subject to the terms and conditions of this Terms of Service, we grant you a non-exclusive,

revocable, limited license, to use the mobile and other software applications as well as the

associated application program interfaces (collectively, the “Application”) of the Service, for

your personal and/or commercial purposes. For clarity, the Application is being licensed, not

sold, to you. We reserve all rights not expressly granted to you. This license does not allow you

to use the Application on any other device that you do not own or control, and you may not

distribute or make the Application available over a network where it could be used by multiple

devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the

Application. You may not copy (except as expressly permitted by this license), decompile,

reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative

works of the Application or any part thereof (except as and only to the extent any foregoing

restriction is prohibited by applicable law or to the extent as may be permitted by the licensing

terms governing use of any open sourced components included with the Application). Any

attempt to do so is a violation of the rights of LoanWell and its licensors. If you breach this

restriction, you may be subject to prosecution and damages. The terms of the license will govern

any upgrades provided by us that replace and/or supplement the original Application, unless such

upgrade is accompanied by a separate license in which case the terms of that license will govern.

The Application may contain open source software components which are licensed under the

terms of the applicable open source software licenses and not this Terms of Service. We may

provide the Service using hosting services provided by Amazon Web Services, Inc. (“AWS”) or

other hosting provider we select (“Hosting Provider”). You hereby consent to us using such

Hosting Provider and agree that the hosting of the Service is subject to, and you will comply with, the

Hosting Provider’s terms of service. AWS’ terms of service are set forth at

https://aws.amazon.com/agreement/.

b. Permitted Use

The Service and any portion thereof, including any LoanWell Content contained therein, are

intended for your internal use in accordance with this Terms of Service. You agree that you will

not, unless specifically permitted by us (i) copy, display or distribute any part of the LoanWell

Content or Service, in any medium, without our prior written consent, or (ii) alter or modify any

part of the Service other than as may be reasonably necessary to use the Service for its intended

purpose. You will not use any automated devices, such as spiders, robots or data mining

techniques, to catalog, download, store, reproduce, or distribute LoanWell Content available on

the Service or to manipulate the Service in any manner not consistent with its intended

purpose(s). Illegal and/or unauthorized use of the Service, including collecting names and/or

email addresses of users by electronic or other means for the purpose of sending unsolicited

email or unauthorized framing of or linking to the Service is prohibited. Appropriate legal action

may be taken for any illegal or unauthorized use of the Service.

c. Compliance with Laws

You agree not to use the Service, in whole or in part, for any purpose that is unlawful. The

Service is subject to, and you agree that you will at all times comply with, all local, state, and

federal laws, statutes, rules, regulations, ordinances and the like that may be applicable to your

use of the Service.

d. Termination

Your rights under the license to the Application will terminate automatically without notice from

LoanWell if you fail to comply with any term(s) of the license or this Terms of Service. Upon

termination of the license, you will cease all use of the Application, and delete all copies, full or

partial, of the Application.

e. Advertisements.

You understand and agree that the Application may include advertisements and that such

advertisements are necessary for LoanWell to provide the Application to you.

f. Support Services.

LoanWell may, in its sole discretion, provide you with support services related to the Service or

any portion thereof ("Support Services"). However, LoanWell is not required to provide Support

Services to you. No failure to provide, or to continue to provide, Support Services will be a

default by LoanWell under this Terms of Service.

g. Payment Services

(i) Use of Payment Services. If you opt to use LoanWell’s payment services (“Payment Services”) as part

of your use of the Service, including but not limited to those services associated with the transfer of funds

from one user to another, you must open a "Dwolla Platform" account provided by Dwolla, Inc.

(“Dwolla”), and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the

Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of

Service. You authorize LoanWell to share your identity and account data with Dwolla for the purposes of

opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness

of that data. You understand that you will access and manage your Dwolla account through LoanWell’s

application, and Dwolla account notifications will be sent by LoanWell, not Dwolla. LoanWell will

provide customer support for your Dwolla account activity, and can be reached at https://loanwell.com or

via email at team@loanwell.com. In order to use LoanWell’s Payment Services, you will link your U.S.

state or federally-chartered bank or credit union account(s) (each, a “Linked Bank Account”) to the

Service for the purpose of using your Dwolla account. LoanWell may require that you verify the

ownership of each Linked Bank Account in a manner specified by LoanWell. It is your responsibility and

obligation to provide accurate information pertaining to each Linked Bank Account and to keep all such

information current. By providing any such information to LoanWell, you represent and warrant that

you: (A) are authorized to use each Linked Bank Account as provided under the Terms of Service; (B)

agree that LoanWell may share such information with Dwolla for the purpose of enabling the Payment

Services, including the provisioning and support of your payment account (“LoanWell Payment Services

Account”) within the Service; and (C) agree that LoanWell is authorized by you to withdraw amounts

from your Linked Bank Account in accordance with any repayment schedule specified in your agreement

with the applicable Lender. You may change or update your Linked Bank Account information at any

time, and upon each such change or update, you may be required to agree to the Terms of Service again.

It is your responsibility to ensure the applicable Linked Bank Account has sufficient funds. LoanWell is

not responsible for bank or other fees associated with an overdraft on the applicable Linked Bank

Account. Failure to provide up-to-date and accurate Linked Bank Account information may result in, but

is not limited to, suspension or termination of your access to the Service (in addition to, and not in lieu of,

our other rights under the Terms of Service, at law or in equity). LoanWell also reserves the right to

charge additional processing or late fees, determined in LoanWell’s sole discretion, if your Linked Bank

Account is not up-to-date, accurate or otherwise able to be used as provided in the Terms of Service.

LoanWell may, at its sole discretion, impose limits on the amount and/or number of payments you can

send through the Service. When you send a payment, the recipient is not required to accept it. Any

unclaimed, refunded or refused payment will be returned to your account or your Linked Bank Account

for the transaction within thirty (30) days. When you send a payment to certain recipients, you are

providing an authorization to the recipient to process your payment and complete the transaction. The

payment will be held as pending until the recipient processes your payment. Some recipients may delay

processing your payment. In such instances, your authorization will remain valid for up to thirty (30)

days.

(ii) Reversals. Any payment sent or received by you may: (A) be reversed in accordance with LoanWell’s

risk management policies, (B) be reversed in accordance with applicable laws and regulations, including

without limitation, by automated clearing house (ACH) return as defined under the Nacha Rules, (C) fail

due to an Error (as defined below), (D) fail due to the provision of inaccurate information by you; (E) be

cancelled or rejected by you or your financial institution, or (F) be reversed to the extent it is in excess of

the amounts specified in your agreement with the applicable Lender (each, a “Reversal”). Except for any

Reversal made in error by LoanWell, you are liable to LoanWell, Dwolla and their financial institution

and payment processing service providers (“Service Providers”) for any and all losses caused by

Reversals and any other activity in your LoanWell Payment Services Account, whether or not authorized

by you, including unauthorized or erroneous activity initiated by you, whether through fraud, misconduct,

negligence, error, or otherwise. You authorize LoanWell to recover any such amounts due by debiting the

available balance in your LoanWell Payment Services Account. If the available balance in your LoanWell

Payment Services Account is insufficient, you authorize LoanWell to take any of the following actions to

recover the remaining amounts from you: (1) debit your Linked Bank Account(s); (2) request immediate

payment from you, and, if payment is not received timely, engage in collection efforts; and (3) pursue any

rights or remedies available under any of your agreements with LoanWell for failure to pay amounts due,

including, without limitation, termination for non-payment. LoanWell has no obligation to ensure that the

funds required to complete a payment will be available. In the event that your LoanWell Payment

Services Account has an unacceptable number or rate of Reversals, LoanWell reserves the right to

immediately restrict, suspend or terminate your use of the Service.

(iii) Withdrawals. You may withdraw funds from your LoanWell Payment Services Account in any of

these methods: (A) electronic transfer to a Linked Bank Account; (B) physical check sent by mail; or (C)

another method made available by LoanWell. For physical checks sent by mail, LoanWell may request

documentation from you to verify the validity of the address, and it may not send the check to you until

you have provided the documentation requested. If you fail to cash a check within one hundred eighty

(180) days of the date of issuance, LoanWell may return the funds to the sending institution, minus

applicable processing fees. LoanWell may limit your ability to withdraw funds until you comply with

LoanWell’s requests for information. Withdrawals of large sums of money may be subject to delay in the

event LoanWell conducts, at its sole discretion, a risk review. Withdrawals may be subject to applicable

fees, depending on the method of withdrawal, as posted within the Service.

(iv) Errors. If you become aware that a payment has been sent from your LoanWell Payment Services

Account that you did not authorize or an error occurred in any transaction involving your LoanWell

Payment Services Account, including an incorrect amount sent to or from your Linked Bank Account

(each, an “Error”), LoanWell may assist in rectifying the Error, provided that you promptly notify

LoanWell in writing of the Error, but in no case more than (60) days after it appears in your LoanWell

Payment Services Account or Linked Bank Account statement as applicable. You should carefully review

your account statements and transaction confirmations to ensure that they are accurate. In your

notification, please provide the following: (A) your full name and the email address as listed in your

registration data; (B) a description of any suspected Error and an explanation of the basis for your belief

that the Error exists or more information from LoanWell is needed to make a determination; and (C) the

amount of the suspected Error. After you notify LoanWell of any suspected Error, or LoanWell otherwise

becomes aware of one, LoanWell will use commercially reasonable efforts to conduct an investigation to

determine whether an Error has occurred and complete the investigation within ten (10) business days of

the date LoanWell received your notification of the suspected Error. You will cooperate reasonably with

LoanWell’s investigation and promptly provide any additional information and documentation that

LoanWell may reasonably request. Upon completion of its investigation, LoanWell will provide you with

an explanation of its findings. Subject to the exclusions set forth below, LoanWell will credit the amount

to your account that was deducted as the result of an Error to the extent the Error arose from any negligent

act or omission or willful misconduct on the part of LoanWell; and at LoanWell’s sole discretion, credit

the amount to your account that was deducted as the result of any other Error. In the event that an Error

results in your receipt of more than the amount to which you are entitled, LoanWell will debit the amount

you received as the result of the Error from your account or Linked Bank Account(s). Notwithstanding

anything to the contrary, under no circumstances shall LoanWell be liable for any Error to the extent it

arises from your breach of the Terms of Service, your negligence or willful misconduct; or any actions or

circumstances beyond LoanWell’s reasonable control.

(v) Closure of LoanWell Payment Services Account. Except as may be otherwise provided in your

agreement with the applicable Lender, you may close your LoanWell Payment Services Account at any

time by following the instructions provided in the Service. You must withdraw your balance prior to

closing your LoanWell Payment Services Account. You may not evade an investigation by closing your

LoanWell Payment Services Account. If your LoanWell Payment Services Account is closed while we

are conducting an investigation, we may hold your funds to protect LoanWell or a third party against the

risk of Reversals, Errors, claims, fees, fines, penalties and other potential liabilities. You shall remain

liable for all obligations related to your LoanWell Payment Services Account even after the account has

been closed, and you will cooperate with LoanWell to complete all pending transactions. Termination of

your right to use the Service will result in closure of your LoanWell Payment Services Account.

(vi) Liabilities. You are responsible for all Reversals, Errors (to the extent the Error did not arise from any

negligent act or omission or willful misconduct on the part of LoanWell), claims, fees, fines, penalties,

taxes and other liabilities incurred by LoanWell or other parties caused by or arising from your breach of

the Terms of Service or your use of the Service. You agree to reimburse LoanWell and such other parties

for any such liabilities. LoanWell may rely on any instructions it receives from you, and LoanWell shall

not be liable for any loss or damage you or any other party may suffer as a result of LoanWell following

those instructions in good faith. In the event that you are liable for any amounts owed to LoanWell,

Dwolla or their Service Providers, LoanWell may immediately debit such amounts from your LoanWell

Payment Services Account and/or your Linked Bank Accounts. LoanWell may also engage in collection

efforts to recover such amounts from you.

4. USER CONTENT

a. Responsibility.

You are solely responsible for ensuring the User Content you send complies with Section 5,

below. LoanWell does not endorse and has no control over the User Content you post, or any

user posts, on the Service. Content posted or sent to the Service by users (“User Content”) is not

necessarily reviewed by LoanWell prior to posting and does not reflect the opinions or policies

of LoanWell. LoanWell makes no warranties, express or implied, as to the User Content or to the

accuracy and reliability of the User Content or any material or information that you transmit, or

any other user transmits, to other users. LoanWell assumes no responsibility for monitoring the

Service for inappropriate User Content, but please review information about copyrights, below.

If at any time LoanWell chooses, in its sole discretion, to monitor the Service, LoanWell

nonetheless assumes no responsibility for the User Content, has no obligation to modify or

remove any inappropriate User Content, and has no responsibility for the conduct of the user

posting any such User Content. Notwithstanding the foregoing, LoanWell may delete any User

Content that, in the sole judgment of LoanWell, violates this Terms of Service or that may be

offensive, illegal or violate the rights, harm, or threaten the safety of any person or for any other

reason. Your failure to comply with User Content obligations is also a basis for termination of

your use of the Service and the removal of any and all User Content you may have posted.

b. Ownership.

By providing User Content to us or posting it on the Service, you represent and warrant that you

own such User Content or otherwise have the right to grant us the license set forth in Section

4(c), that the User Content is accurate and the submission, transmission, posting and use of your

User Content on the Service is not in violation of any applicable laws or contractual restrictions

or other third party rights (including, without limitation, privacy, publicity, and intellectual

property rights).

c. License.

By providing your User Content to LoanWell or otherwise submitting, transmitting, or

displaying your User Content on or through the Service, you automatically grant (and you

represent and warrant that you have the right to grant) to LoanWell, and LoanWell’s licensees,

and their respective successors in business and assigns, officers, directors, employees, licensees,

agents, representatives and other users of the Service, a worldwide, sublicenseable, assignable,

perpetual, irrevocable, non-exclusive, royalty-free, unlimited right and license to use, reproduce,

publish (anonymized), distribute (anonymized), publicly display (anonymized), broadcast and

perform (anonymized), reformat, adapt, modify and delete your User Content: (i) in connection

with the Service in any medium now existing or hereinafter developed, and to use your user

name and any personal information you submit with or contained within the User Content,

consistent with our Privacy Policy, but without your prior approval or the payment of any

compensation and without notice; and (ii) in de-identified form to understand and report on

markets, trends and emerging best practices ("License"). This License will enable each user of

the Service to access your User Content as permitted through the functionality of the Service and

under this Terms of Service. This License includes the right to filter, modify or adapt your User

Content in order to transmit, display or distribute it over computer networks and to allow third

parties to access your User Content through the Service, as provided in this Terms of Service.

Posting of User Content to the Service does not confer any rights of access to or ownership of the

Service. As noted, this License is non-exclusive (so you can license your User Content to others),

worldwide (as the Internet is global in its reach), fully-paid up and royalty-free (so that we do not

have to pay you for posting your User Content) and sublicenseable through multiple tiers (so that

we can use our service providers or others to provide our Service).

d. Storing and Disclosure; Transmission.

You acknowledge and agree that LoanWell may store your User Content and may also disclose

your User Content if required to do so by law or in the good faith belief that such storage or

disclosure is reasonably necessary to: (i) comply with legal process, applicable laws or

government requests; (ii) enforce this Terms of Service; (iii) respond to claims that any content

violates the rights of third parties; or (iv) protect the rights, property, or personal safety of

LoanWell, its users and the public. You understand that the technical processing and

transmission of the Service, including your User Content, may involve transmissions over

various networks and changes to conform and adapt to technical requirements of connecting

networks or devices. It is possible for an outside website or a third party to re-post your User

Content, and you agree to hold LoanWell harmless for any dispute concerning such use. We

reserve the right to withhold, remove and or discard any content stored by the Service, including

any User Content that you or other users post on the Service, your usage history on the Service,

registration information, login information or any other information, with or without notice, for

any reason in our sole discretion. For avoidance of doubt, LoanWell has no obligation to store,

maintain or provide you a copy of any User Content that you or other users post on the Service,

your usage history on the Service, registration information, login information or any other

information. You acknowledge that, notwithstanding any copyright or other rights you may have

with respect to User Content, and notwithstanding any value attributed to such User Content or

other data by you or any third party, LOANWELL DOES NOT PROVIDE OR GUARANTEE,

AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL

PROPERTY RIGHTS IN THE USER CONTENT), ANY VALUE, CASH OR OTHERWISE,

ATTRIBUTED TO ANY DATA RESIDING ON ITS SERVERS.

5. PROHIBITED CONTENT AND ACTIVITIES

Your use of the Service is subject to all applicable laws and regulations, and you are solely

responsible for the substance of any User Content you post, and your conduct, on the Service.

The following are examples of the kind of User Content and items that are illegal or prohibited to

be posted on or through the Service. Further, you agree to comply with the LoanWell Acceptable

Use Policy set forth at https://loanwell.com/acceptable-use-policy in your use of the Service.

LoanWell reserves the right to investigate and take appropriate legal action against anyone who,

in LoanWell’s sole discretion, violates any of these provisions, including, without limitation,

removing the offending User Content or items from the Service, suspending or terminating the

account of such violators, and reporting violators to the law enforcement authorities.

a. Prohibited User Content includes, but is not limited to, User Content that in the sole discretion

of LoanWell:

is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group

or individual;

harasses or advocates harassment of another person;

exploits people in a sexual or violent manner;

contains nudity, violence, or offensive subject matter or contains a link to an adult website;

constitutes financial advice of any kind, including tax advice or advice on securities or trading;

promotes information that you know is false or misleading or promotes illegal activities or

conduct that is abusive, threatening, obscene, defamatory or libelous;

contains hyperlinks, "hidden" keywords or keywords that are irrelevant to the Service or are

otherwise misleading;

involves any franchise, pyramid scheme, "club membership", distributorship or sales

representative agency arrangement or other business opportunity that requires an upfront or

periodic payment, pays commissions only, or requires recruitment of other users, sub-distributors

or sub-agents;

promotes an illegal or unauthorized copy of another person’s copyrighted work, such as

providing pirated computer programs or links to them, providing information to circumvent

manufacture-installed copy-protect devices, or providing pirated music or links to pirated music

files;

involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant

messaging, "spimming," or "spamming";

contains restricted or password-only access pages or hidden pages or images (those not linked to

or from another accessible page);

furthers or promotes any criminal activity or enterprise or provides instructional information

about illegal activities including, but not limited to making or buying illegal weapons, violating

someone’s privacy, or providing or creating computer viruses;

solicits passwords or personal identifying information for commercial or unlawful purposes from

other users;

involves commercial activities and/or sales without our prior written consent such as contests,

sweepstakes, advertising, or pyramid schemes;

you did not create or that you do not own all right, title and interest in and to, including, without

limitation, all copyright and rights of publicity contained therein;

infringes or misappropriates any third party’s patent, trademark, service mark, copyright, moral

rights, trade secrets or other intellectual property; or

invades or violates any third party’s right to privacy.

b. In addition, the following are examples of the kind of activity that is illegal or prohibited on

the Service. LoanWell reserves the right to investigate and take appropriate legal action against

anyone who, in LoanWell’s sole discretion, violates any of these provision, including, without

limitation, suspending or terminating the account of such violators, and reporting violators to the

law enforcement authorities. Prohibited activities include, without limitation:

criminal or tortious activity, including child pornography, fraud, trafficking in obscene material,

drug dealing, gambling, harassment, stalking, spamming, spimming, sending of invalid data,

worms, viruses, Trojan horses, worms, time bombs, cancelbots or other harmful files, copyright,

trademark, or patent infringement, or theft of trade secrets;

transmitting any chain letters or junk email to other users and using any information obtained

from the Service in order to directly contact, advertise to, solicit, or sell to any user outside the

Service without such user’s prior explicit consent;

any automated use of the system, such as using scripts to follow users or send comments or

messages;

operating network services like open proxies, open mail relays, or open recursive domain name

servers on the Service;

using manual or electronic means to avoid any access or storage limitations on the use of the

Service;

interfering with, disrupting, or creating an undue burden on the Service or the networks or

services connected to the Service;

attempting to impersonate another person or posting any third party’s information on the Service

without permission;

using the account, username, or password of another user at any time or disclosing your

password to any third party or permitting any third party to access your account;

selling or otherwise transferring your LoanWell account;

aggregating, copying, or duplicating in any manner all or part of the Service or information

available from the Service, without express written consent from LoanWell;

monitoring or crawling the Service, or the data or traffic of the Service;

using any information obtained from the Service in order to harass, abuse, or harm another

person;

accepting payment or anything of value from a third person in exchange for your performing any

commercial activity on or through the Service on behalf of that person, such as posting blogs,

Newsfeed items, or bulletins with a commercial purpose;

using the Service in a manner inconsistent with any and all applicable laws and regulations;

using or launching any automated system, including without limitation, "robots," "spiders,"

"offline readers," etc., that access the Service in a manner that sends more request messages to

the Service servers than a human can reasonably produce in the same period by using a

conventional on-line web browser;

collecting or harvesting any personally identifiable information, including names or email

addresses, from the Service, or use the Service for any commercial solicitation purposes without

prior written consent from LoanWell;

renting, leasing, transferring, selling, reselling, or otherwise exploiting for any commercial

purpose, any portion of or access to the Service;

using the Service to solicit business or to support any business or commercial activities;

selling an item you do not have the right to sell; or

advertising or offering to sell or buy any items other than those items intended to be sold and

purchased through the Service.

6. PROPRIETARY RIGHTS

a. User Feedback.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other

information you provide to LoanWell about the Service ("Submissions") are non-confidential

and LoanWell will be entitled to the unrestricted use and dissemination of these Submissions for

any purpose, commercial or otherwise, without acknowledgment or compensation to you.

b. LoanWell Content.

The Service contains information, files, images, photos, video, sounds, musical works, works of

authorship, and other materials created by or on behalf of LoanWell and published by LoanWell

in connection with the Service (collectively, "LoanWell Content"). LoanWell solely owns all

rights, title, and interest in and to the LoanWell Content, including but not limited to graphics,

design, compilation, computer code, products, Application, visual interfaces, interactive features,

and all other elements and components of the Service. LoanWell Content is protected by

retains all rights in the LoanWell Content and the Service, and all derivative works thereof.

LoanWell hereby grants you a limited, revocable, nonsublicensable license to reproduce and

display the LoanWell Content (excluding any software code) solely for your personal non-

commercial use in connection with using the Service in accordance with this Terms of Service.

You agree not to copy, modify, translate, publish, broadcast, transmit, distribute, perform,

display, frame, scrape, rent, lease, loan, sell, or create derivative works based on any content

posted on the Service by any other users, the LoanWell Content, or the Service. Any use of the

Service or the LoanWell Content other than as specifically authorized herein is strictly

prohibited. You agree not to reverse engineer, reverse assemble or otherwise attempt to discover

any source code, sell, assign, sublicense, or otherwise transfer any right in the Service (including

the Application). Any rights not expressly granted herein are reserved by LoanWell.

c. Trademarks.

Certain graphics, logos, page headers, button icons, scripts, and service names located on the

Service are trademarks, registered trademarks, or trade dress of LoanWell (collectively the

"LoanWell Trademarks"). LoanWell’s trademarks and trade dress may not be used in connection

with any non-LoanWell product or service, in any manner that is likely to cause confusion

among customers, or in any manner that disparages or discredits LoanWell. All other trademarks

not owned by LoanWell that appear on this site are the property of their respective owners, who

may or may not be affiliated with, connected to, or sponsored by LoanWell. Nothing in this

otherwise, any license or right to use any LoanWell Trademarks or third-party trademarks or

service marks displayed on the Service, without our prior written permission. All goodwill

generated from the use of LoanWell Trademarks will inure to LoanWell’s exclusive benefit.

7. COPYRIGHT POLICY

a. General.

LoanWell respects the legal rights of others, and we ask that our users do the same. LoanWell

has registered an agent with the United States Copyright Office in accordance with the terms of

the Digital Millennium Copyright Act ("DMCA") and avails itself of the protections under the

DMCA. It is the policy of LoanWell to terminate the right of a user to use the Service if such

user repeatedly infringes the copyright rights of others upon receipt of prompt notification to

LoanWell by the copyright owner or the copyright owner’s legal agent.

b. Infringement Notice.

If you believe that your work has been copied and posted on the Service in a way that constitutes

signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a

description of the copyrighted work that you claim has been infringed; (iii) a description of

where the material that you claim is infringing is located on the Service; (iv) your address,

telephone number, and email address; (v) a written statement by you that you have a good faith

belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a

statement by you, made under penalty of perjury, that the above information in your notice is

accurate and that you are the copyright owner or authorized to act on the copyright owner’s

behalf. Please note that this procedure is exclusively for notifying LoanWell that your

copyrighted material has been infringed.

c. Counter-Notice.

We may provide a user with notice that we have removed or disabled access to certain content by

means of a general notice on the Site, electronic mail to the user’s e-mail address in our records,

or by written communication sent by first-class mail to the user’s physical address in our records.

If you receive such a notice, you may provide counter-notification in writing to LoanWell’s

designated copyright agent set forth below that includes the information below. To be effective

under the DMCA, the counter-notification must be a written communication that includes the

following: (a) your physical or electronic signature; (b) identification of the material that has

been removed or to which access has been disabled, and the location at which the material

appeared before it was removed or access to it was disabled; (c) a statement from you under the

penalty of perjury, that you have a good faith belief that the material was removed or disabled as

a result of a mistake or misidentification of the material to be removed or disabled; and (d) your

name, physical address and telephone number, and a statement that you consent to the

jurisdiction of a Federal District Court for the judicial district in which your physical address is

located, or if your physical address is outside of the United States, for any judicial district in

which LoanWell may be found, and that you will accept service of process from the person who

provided notification of allegedly infringing material or an agent of such person.

d. Copyright Agent.

LoanWell’s copyright agent for notice of claims of copyright infringement can be contacted as

follows:

LoanWell, Inc. Attn: Copyright Agent 201 West Main Street Durham, NC 27701,

team@loanwell.com, (919) 808 - 2878.

8. DISCLAIMERS

LOANWELL, AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, AGENTS,

REPRESENTATIVES AND EMPLOYEES (COLLECTIVELY, "AFFILIATES"), ARE NOT

RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT (WHETHER USER

CONTENT OR LOANWELL CONTENT) POSTED ON THE SERVICE, WHETHER

CAUSED BY USERS OF THE SERVICE, OUR ADVERTISERS OR CORPORATE

PARTNERS, OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED

WITH OR UTILIZED IN THE OPERATION OF THE SERVICE.

LOANWELL AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR THE CONDUCT,

WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE OR THE SERVICE,

INCLUDING, WITHOUT LIMITATION, FOR ANY USER’S FAILURE TO PAY A DEBT TO

A LENDER OR MISREPRESENTATION REGARDING THE NATURE OF THE

FINANCIAL TRANSACTION UNDERTAKEN VIA THE SERVICE.

UNDER NO CIRCUMSTANCES WILL LOANWELL AND ITS AFFILIATES BE

RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING LOST DATA, LOST

INFORMATION, PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE

OF THE SERVICE, ANY CONTENT POSTED ON THE SERVICE OR TRANSMITTED TO

USERS, OR ANY INTERACTIONS BETWEEN OR AMONG USERS OF THE SERVICE,

WHETHER ONLINE OR OFFLINE, WHETHER ON THE SERVICE OR ELSEWHERE.

LOANWELL AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR ANY ERROR,

OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR

TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR

UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS ON

THE SERVICE AND ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL

MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE

SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE,

FAILURE OF E-MAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR

TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION

THEREOF. LOANWELL AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY

INJURY OR DAMAGE TO ANY COMPUTER EQUIPMENT BELONGING TO ANY USER

OF THE SERVICE OR ANY OTHER PERSON RELATED TO OR RESULTING FROM USE

OF THE SERVICE, VIEWING, PLAYING OR DOWNLOADING ANY MATERIALS ON OR

FROM THE SERVICE, OR OTHERWISE IN CONNECTION WITH THE SERVICE.

THE SITE, THE SERVICE, AND THE TRANSACTIONS FACILITATED THROUGH THE

SERVICE ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND, EXCEPT AS

OTHERWISE PROHIBITED BY APPLICABLE LAW, LOANWELL EXPRESSLY

DISCLAIMS ANY WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO

THOSE ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, OR ANY

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT, OR THAT THE SERVICE

WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED

OR SECURE, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT

THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU

EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE OR

ANY PORTION THEREOF IS AT YOUR SOLE RISK (INCLUDING, WITHOUT

LIMITATION, ANY LOSS OR ALTERATION OF DATA OR OTHER DAMAGE TO YOUR

COMPUTER OR OTHER DEVICE YOU EXPERIENCE FROM USING THE SERVICE)

AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE,

ACCURACY AND EFFORT IS WITH YOU. LOANWELL DOES NOT GUARANTEE ANY

SPECIFIC RESULTS FROM YOUR USE OF THE SERVICE. IF YOU ARE DISSATISFIED

WITH ANY OF PART OF THE SERVICE OR WITH THE TERMS OF THIS TERMS OF

SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING

AND USING THE SERVICE.

THE SERVICE MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES THAT ARE NOT

OWNED OR CONTROLLED BY LOANWELL. LOANWELL HAS NO CONTROL OVER,

AND ASSUMES NO RESPONSIBILITY FOR, THE CONTENT, POLICIES, OR PRACTICES

OF ANY THIRD-PARTY WEBSITES. YOU EXPRESSLY RELIEVE LOANWELL FROM

ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY

WEBSITE OR SERVICE. LOANWELL DOES NOT WARRANT, ENDORSE, GUARANTEE,

OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR

OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED

WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. LOANWELL

WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION

BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

LOANWELL MAY IN ITS SOLE DISCRETION, BUT IS NOT OBLIGATED TO, PREVIEW,

REVIEW, SCREEN, OR REMOVE USER CONTENT ON THE SERVICE. YOU MAY BE

EXPOSED TO USER CONTENT OR LOANWELL CONTENT THAT IS INACCURATE,

OFFENSIVE, INDECENT, OBJECTIONABLE, INFRINGING, AND YOU HEREBY AGREE

TO WAIVE ANY LEGAL RIGHTS AND REMEDIES YOU MAY HAVE AGAINST

LOANWELL FOR SUCH EXPOSURE.

9. LOANWELL LIMITATION OF LIABILITY

IN NO EVENT WILL LOANWELL AND ITS AFFILIATES BE LIABLE TO YOU OR ANY

THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,

SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST

PROFIT DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE

SERVICE, EVEN IF LOANWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED

HEREIN, LOANWELL’S LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CAUSE

WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL

TIMES BE LIMITED TO DIRECT DAMAGES, NOT TO EXCEED $500. THE FOREGOING

LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED

BY LAW IN THE APPLICABLE JURISDICTION, EVEN IF ANY REMEDY FAILS IN ITS

ESSENTIAL PURPOSE.

10. LOANWELL INDEMNITY AND RELEASE

You agree to indemnify and hold LoanWell and its Affiliates, harmless from any loss, liability,

claim, or demand, including reasonable attorneys’ fees, arising out of or relating to (a) your use

of or access to the Service, (b) your breach of this Terms of Service or your violation of

applicable law, including any laws applicable to the entry into a Loan through the Service (c) any

User Content that you post on, or otherwise submit to, the Service, (d) other materials or

information (including any documents, data, specifications, software, content or technology)

provided by you or on your behalf, including our compliance with any specifications or

directions provided by you or on your behalf to the extent prepared without any contribution by

us; (e) your acts and omissions, including without limitation, your failure to repay a Loan as

agreed in the agreement entered into on the Service to fund a Loan, (f) your violation of the

rights of any third party, or (g) any dispute between you and another user of the Service.

LoanWell reserves the right, at your expense, to assume the exclusive defense and control of any

matter for which you are required to indemnify LoanWell and you agree to (i) cooperate with our

defense of these claims and (ii) not to settle any matter without LoanWell’s prior written consent.

To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault,

negligence, or breach of warranty or contract of LoanWell or its Affiliates.

11. ARBITRATION

PLEASE READ THIS SECTION 11 VERY CAREFULLY AS IT WILL HAVE A

SUBSTANTIAL IMPACT ON HOW LEGAL CLAIMS THAT YOU AND WE HAVE

AGAINST EACH OTHER ARE RESOLVED.

a. ARBITRATION PROVISION.

YOU HAVE THE RIGHT TO REJECT THIS ARBITRATION PROVISION AS SET FORTH

BELOW. If you do not reject this Arbitration Provision, for a Claim (defined in subsection (c)

below) subject to arbitration, neither you nor we will have the right to: (1) have a court or a jury

decide the Claim; (2) engage in information-gathering (discovery) to the same extent as in court;

(3) participate in a class action, private attorney general or other representative action in court or

in arbitration; or (4) join or consolidate a Claim with claims of any other person. The right to

appeal is more limited in arbitration than in court and other rights in court may be unavailable or

limited in arbitration.

b. Special Definition of "We," "Us" and "Our."

Solely for purposes of this Section 11, the terms "we," "us" and "our," in addition to the

meanings set forth in this Terms of Service, also refer to our employees, officers, directors,

partners, controlling persons, subsidiaries, affiliates, successors and assigns. "We," "us" and

"our" also apply to third parties if you assert a Claim against such third parties in connection

with a Claim you assert against us.

c. Claims Subject to Arbitration.

A "Claim" subject to arbitration is any claim, dispute or controversy between you and us (other

than an Excluded Claim or Proceeding as set forth below), whether preexisting, present or future,

which arises out of or relates to this Terms of Service, any User Content or LoanWell Content,

any agreements that you enter into as a result of using the Service, and any dispute that you may

have relating to another user. "Claim" has the broadest possible meaning and includes initial

claims, counterclaims, cross-claims, interpleaders, third-party claims and federal, state, local and

administrative claims and claims which arose before the effective date of this Section 11. It

includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts,

constitution, statute, regulation, ordinance, common law and equity and includes claims for

money damages and injunctive or declaratory relief. Upon the demand of you or us, Claim(s)

will be resolved by individual (not class or class-wide) binding arbitration in accordance with the

terms specified in this Section 11.

d. Excluded Claim or Proceeding.

Notwithstanding the foregoing, "Claim" does not include: (A) Any dispute or controversy about

the validity, enforceability, coverage or scope of this Section 11 or any part thereof (including,

without limitation, the Class Action Waiver set forth below and/or this sentence); all such

disputes or controversies are for a court and not an arbitrator to decide. However, any dispute or

controversy that concerns the validity or enforceability of the rules and regulations as a whole is

for the arbitrator, not a court, to decide; (B) Your or our right to resort to self-help remedies such

as the right of setoff, to interplead funds in the event of a dispute, to exercise any security interest

or lien held in property, or to comply with legal process, or to obtain provisional remedies such

as injunctive relief, attachment, or garnishment by a court having appropriate jurisdiction; or (C)

Any individual action in court by one party that is limited to preventing the other party from

using a self-help remedy and that does not involve a request for damages or monetary relief of

any kind. The institution and/or maintenance of any such right, action or litigation shall not

constitute a waiver of the right of either of the parties to compel arbitration regarding any other

dispute subject to arbitration pursuant to this Section 11. Moreover, this Section 11 will not

apply to any Claims that are the subject of a class action filed in court that is pending as of the

effective date of this Section 11 in which you are alleged to be a member of the putative class for

as long as such class action is pending.

e. Federal Arbitration Act.

Notwithstanding any choice of law or other provision in this Terms of Service, the parties agree

and acknowledge that the Terms of Service evidences a transaction involving interstate

commerce and that the Federal Arbitration Act (Title 9 of the United States Code) ("FAA") shall

govern its interpretation and enforcement and proceedings pursuant thereto. To the extent state

law is applicable under the FAA, the law of the State of North Carolina shall apply.

f. Right to Reject Arbitration Provision.

You may reject this Section 11 and therefore not be subject to being required to resolve any

claim, dispute or controversy by arbitration. To reject this Section 11, you must send us written

notice of your decision so that we receive it at the address listed below within forty-five (45)

days of the opening of your account. Such notice must be sent by certified mail, return receipt

requested, and must include a statement that you wish to reject Section 11 of this Terms of

Service along with your name, address, account name, account number and your signature and

must be mailed to: LoanWell, Inc., Attn: Arbitration. 201 West Main Street, Durham, NC

27701. This is the sole and only method by which you can reject this Section 11. Rejection of

this Section 11 will not affect any remaining terms of this Terms of Service and will not result in

any adverse consequence to you or your account. You agree that our business records will be

final and conclusive with respect to whether you rejected this Section 11 in a timely and proper

fashion. This Section 11 will apply to you and us and to your account unless you reject it by

providing proper and timely notice as stated herein.

g. Class Action Waiver.

Notwithstanding any other provision of this Terms of Service, if either you or we elect to

arbitrate a Claim, neither you nor we will have the right: (a) to participate in a class action,

private attorney general action or other representative action in court or in arbitration, either as a

class representative or class member; or (b) to join or consolidate Claims with claims of any

other persons ("Class Action Waiver"); provided, however, that the Class Action Waiver does

not apply to any lawsuit or administrative proceeding filed against us by a state or federal

government agency even when such agency is seeking relief on behalf of a class of borrowers

including you. This means that we will not have the right to compel arbitration of any claim

brought by such an agency. No arbitrator shall have authority to conduct any arbitration in

violation of this provision or to issue any relief that applies to any person or entity other than you

and/or us individually. The parties to this Terms of Service acknowledge that the Class Action

Waiver is material and essential to the arbitration of any disputes between the parties and is non-

severable from this Section 11. If the Class Action Waiver is limited, voided or found

unenforceable, then this Section 11 (except for this sentence) shall be null and void with respect

to such proceeding, subject to the right to appeal the limitation or invalidation of the Class

Action Waiver. The parties acknowledge and agree that under no circumstances will a class

action be arbitrated.

h. Arbitration Procedures.

If you or we elect to arbitrate a Claim, the electing party must notify the other party in writing.

This notice can be given after the beginning of a proceeding and can be given in papers filed in

the proceeding. Otherwise, your notice must be sent to LoanWell, Inc., Attn: Arbitration. 201

West Main Street, Durham, NC 27701 and our notice must be sent to the most recent email

address for you in our files. You may choose whether the hearing takes place in person, by

telephone, or solely on the basis of documents submitted to the arbitrator. If you choose an in-

person hearing, it will take place in the county/parish of your billing address. If a party files a

lawsuit in court asserting Claim(s) that are subject to arbitration and the other party files a

motion to compel arbitration with the court which is granted, it will be the responsibility of the

party prosecuting the Claim(s) to select an arbitration administrator in accordance with the

paragraph below and commence the arbitration proceeding in accordance with the administrator’s

rules and procedures.

i. Administration.

No company may serve as administrator, without the consent of all parties, if it adopts or has in

place any formal or informal policy that is inconsistent with and purports to override the terms of

the Class Action Waiver in this Section 11. In the event of a conflict between the provisions of

this Section 11, on the one hand, and any applicable rules of administrator used or any other

terms of this Terms of Service, on the other hand, the provisions of this Section 11 shall control.

j. Arbitrator Rights and Responsibilities.

A single arbitrator will be appointed by the administrator and must be a practicing attorney with

ten or more years of experience or a retired judge. The arbitrator will not be bound by judicial

rules of procedure and evidence that would apply in a court, nor by state or local laws that relate

to arbitration proceedings. The arbitrator will apply the same statutes of limitation and privileges

that a court would apply if the matter were pending in court. The arbitrator will take reasonable

steps to protect customer account information and other confidential information if requested to

do so by you or us. You or we may choose to be represented by counsel. In determining liability

or awarding damages or other relief, the arbitrator will follow the applicable substantive law,

consistent with the FAA that would apply if the matter had been brought in court. The arbitrator

may award any damages or other relief or remedies that would apply under applicable law to an

individual action brought in court, including, without limitation, punitive damages (which shall

be governed by the Constitutional standards employed by the courts) and injunctive, equitable

and declaratory relief (but only in favor of the individual party seeking relief and only to the

extent necessary to provide relief warranted by that party’s individual claim).

k. Arbitration Fees and Costs.

You are responsible for paying any fees necessary by law or the administrator’s rules for this

arbitration. However, the administrator may have a procedure whereby you can seek a waiver of

fees charged to you by the administrator and arbitrator. We will always pay any fees or expenses

that we are required to pay by law or the administrator’s rules or that we are required to pay for

this Section 11 to be enforced. The arbitrator will have the authority to award fees and costs of

attorneys, witnesses and experts to the extent permitted by this Terms of Service, the

administrator’s rules or applicable law. However, with respect to Claim(s) asserted by you in an

individual arbitration, we will pay your reasonable attorney, witness and expert fees and costs if

and to the extent you prevail, if applicable law requires us to or if we must bear such fees and

costs in order for this Section 11 to be enforced. At the timely request of either party, the

arbitrator shall write a brief explanation of the grounds for the decision. A judgment on the

award may be entered by any court having jurisdiction.

l. Severability and Survival.

If any part of this Section 11, other than the Class Action Waiver, is deemed or found to be

unenforceable for any reason, the remainder shall be enforceable. This Section 11 shall survive

the closing of your account and the termination of any relationship between us, including the

termination of this Terms of Service, any bankruptcy to the extent consistent with applicable

bankruptcy law, changes to your Terms of Service or any related services we provide, and the

transfer or assignment of your account or any related services we provide.

m. Effect of Arbitration Award.

The arbitrator’s award shall be final and binding on all parties, except for any right of appeal

provided by the FAA. However, subject to Section 9 of this Terms of Service, if the amount in

controversy exceeds $50,000, you or we can, within 14 days after the entry of the award by the

arbitrator, appeal the award to a three-arbitrator panel administered by the Administrator. The

panel shall reconsider anew any aspect of the initial award requested by the appealing party. The

decision of the panel shall be by majority vote. Reference in this Section 11 to "the arbitrator"

shall mean the panel if an appeal of the arbitrator’s decision has been taken. The costs of such an

appeal will be borne in accordance with this paragraph. Any final decision of the appeal panel is

subject to judicial review only as provided under the FAA. A judgment on the award may be

entered by any court having jurisdiction.

n. Notice and Cure, Special Payment.

Prior to initiating a Claim, you may give us a written notice of your Claim ("Claim Notice")

describing the basis of your Claim and the amount you would accept in resolution of the Claim,

and a reasonable opportunity, not less than 30 days, to resolve the Claim. Such a Claim Notice

must be sent to us by certified mail, return receipt requested, at LoanWell, Inc., Attn:

Arbitration. 201 West Main Street, Durham, NC 27701. This is the sole and only method by

which you can submit a Claim Notice.

o. Claim Notice.

If (i) you submit a Claim Notice in accordance with subsection (n) above on your own behalf

(and not on behalf of any other party); (ii) you cooperate with us by promptly providing the

information we reasonably request; (iii) we refuse to provide you with the relief you request

before an arbitrator is appointed; and (iv) the matter then proceeds to arbitration and the

arbitrator subsequently determines that you were entitled to such relief (or greater relief), you

will be entitled to a maximum award $500, consistent with Section 9 of this Terms of Service

(not including any arbitration fees and attorney’s’ fees and costs to which you will also be

entitled). We encourage you to address all Claims you have in a single Claim Notice and/or a

single arbitration. Accordingly, this $500 maximum award is a single award that applies to all

Claims you have asserted or could have asserted in the arbitration, and multiple awards of $500

are not contemplated.

p. WAIVER OF JURY TRIAL AND CLASS ACTION WAIVER.

To the extent permitted by applicable law, with respect to any Claim or other dispute between

you and us (as defined in this Section 11) that is tried in court rather than resolved by arbitration,

you and we hereby agree (a) that the Claim or other dispute will be tried by a judge without a

jury, and you and we knowingly, voluntarily, intentionally and irrevocably waive the right to

trial by jury in such a proceeding and (b) that any such litigation will proceed in court on an

individual basis and will not proceed as part of a class action. This Terms of Service addresses

your rights and obligations with respect to the Service and describes the acceptable use of the

Service by you as well as any applicable restrictions. In the course of using the Service, you may

also enter into agreements that provide you with additional rights and obligations not covered by

this Terms of Service. We encourage you to keep copies of all relevant agreements by

downloading them or printing them out. Please see LoanWell’s Privacy Policy for more

information about how we collect, use, and share information on the Service.

12. GENERAL

a. Legacy Funding Functionality. LoanWell offers its users a legacy functionality to enter into

interest-bearing direct personal loans with family and friends (“Direct Loans”) which are

intended to be used for personal, family or household purposes between a Borrower and one or

more Lenders with whom the Borrower has an existing personal relationship, as well as to track

the accrual of interest with respect to such Direct Loans, and send notifications pertaining to the

Direct Loans. Direct Loans generated through LoanWell are intended to be personal loans for

commercial or consumer purposes and are not for the general use of a business enterprise or to

finance substantial investments. Direct Loans also include funding from family and friends for

direct personal gifts that are intended to be used for personal, family or household purposes. The

Service offered by LoanWell also provides users with a legacy functionality to facilitate

fundraising by individuals and small business owners from their friends, families, and other

supporters by creating no-interest loans (“Crowdsourced Loans”) and sending notifications

pertaining to such Crowdsourced Loans. Crowdsourced Loans may be for personal, family or

household purposes or to raise capital for a business; however, in each case, Crowdsourced

Loans are altruistic in nature and offer no rate of return to lenders. For Direct Loans, LoanWell

currently charges a tiered subscription model based on usage, and LoanWell also provides a

fixed rate option. For Crowdsourced Loans, LoanWell currently charges a fixed fee of 5% of the

total dollars raised through such Crowdsourced Loan. These fees and rates can be found at

https://loanwell.com/billing. If LoanWell decides to increase charges for Direct Loans or

Crowdsourced Loans, it will amend this Terms of Service to reflect the new fee, and the

amended Terms of Service will be effective upon the posting of the new Terms of Service on the

Site. LoanWell will also provide relevant existing customers with reasonable advance notice of

any new fees. In order to provide the Service with respect to Direct Loans and Crowdsourced

Loans, you acknowledge that your contact information will be saved from the sign-up service

that you choose to use (Facebook, LinkedIn, etc.) and that profile authentication may be used to

gather more information about your profile from those services. You hereby give your express

consent to such use of your address book and sign-up service. You also agree that we can collect,

use, share and retain the information collected from your address book for our business purposes

as described in our Privacy Policy and that we may retain such information for archival purposes

and if required by law.

b. Complete Agreement; Modification. This Terms of Service (including the Privacy Policy and

any other legal notices we have published on the Site) constitutes the entire agreement between

you and us with respect to the subject matter hereof. This Terms of Service replaces all prior or

contemporaneous understandings or agreements, written or oral, regarding the subject matter

hereof. LoanWell may modify this Terms of Service at any time and such modification will be

effective upon posting by LoanWell on the Site. You agree to be bound by any changes to this

important that you review this Terms of Service regularly to ensure you are updated as to any

changes. If you do not agree with any of the terms of this Terms of Service, you must

immediately discontinue your use of the Service.

c. Conflict. In the event of any conflict or inconsistency between this Terms of Service, the

terms and/or conditions that may be posted at any time on the Service or otherwise

communicated to you, we reserve the right to use our sole discretion to resolve such conflicts or

inconsistencies through further communications with you.

d. Enforceability of Agreement. IMPORTANT INFORMATION REGARDING YOUR LEGAL

RIGHTS, REMEDIES AND OBLIGATIONS.

THIS TERMS OF SERVICE, THE LOANWELL PRIVACY POLICY, AND ALL OTHER

TERMS AND CONDITIONS POSTED ON OUR SERVICE OR OTHERWISE

COMMUNICATED TO YOU BY US, SET OUT THE TERMS ON WHICH LOANWELL

OFFERS YOU ACCESS TO AND USE OF THE SERVICE. YOU AGREE TO COMPLY

WITH ALL THE ABOVE WHEN ACCESSING AND USING OUR SERVICE.

YOUR USE OF THE SERVICE ESTABLISHES AN ENFORCEABLE AGREEMENT

BETWEEN YOU AND LOANWELL. IF YOU DO NOT ACCEPT THESE TERMS OF

SERVICE, YOU CANNOT USE THE SERVICE.

e. Export Control. This Terms of Service is void where prohibited by law, and the right to

access the Service is revoked in such jurisdictions. We makes no claim that the Service may be

lawfully viewed or that the Application may be downloaded outside of the United States. Access

to the Service may not be legal by certain persons or in certain countries. If you access the

Service from outside the United States, you do so at your own risk and you are responsible for

compliance with the laws of your jurisdiction. You will comply with all applicable export laws

and regulations in your use of the Service.

f. No Waiver of Rights. The failure of either party to exercise in any respect any right provided

for herein shall not be deemed a waiver of any further rights hereunder.

g. Force Majeure. We and our Affiliates will not be liable for any delay or failure to perform any

obligation under this Terms of Service where the delay or failure results from any cause beyond

our reasonable control, including acts of God, labor disputes or other industrial disturbances,

systemic electrical, mechanical, telecommunications, or other utility failures or degradation,

earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of

government, acts of terrorism, or war.

h. Severability of Provisions. If any provision of this Terms of Service is found to be

unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent

necessary so that this Terms of Service shall otherwise remain in full force and effect and

enforceable.

i. Assignment and Transferability. This Terms of Service is not assignable, transferable or

sublicensable by you except with LoanWell’s prior written consent. LoanWell may assign this

j. No Waiver of Rights. The failure of either party to exercise in any respect any right provided

for herein shall not be deemed a waiver of any further rights hereunder.

k. Notice. Where LoanWell requires that you provide an e-mail address, you are responsible for

providing LoanWell with your most current e-mail address. In the event that the last e-mail

address you provided to LoanWell is not valid, or for any reason is not capable of delivering to

you any notices required/ permitted by these Terms, LoanWell’s dispatch of the e-mail

containing such notice will nonetheless constitute effective notice. You may give notice to

LoanWell at the following address: 201 West Main Street Durham, NC 27701, Attn: LoanWell,

Inc.. Such notice shall be deemed given when received by LoanWell by letter delivered by

nationally recognized overnight delivery service or first-class postage prepaid mail at the above

address.

l. No Third-Party Beneficiaries. Except as set forth in Clause 10 above, this Terms of Service

does not create any third-party beneficiary rights in any individual or entity that is not a party to

this Terms of Service.

m. Independent Contractors. LoanWell and you are independent contractors, and this Terms of

Service will not be construed to create a partnership, joint venture, agency, or employment

relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any

purpose or has the authority to bind the other.