Upstart® Platform Agreement

This Upstart® Platform Agreement (this "**Agreement**") is made and entered into between you and Upstart Network, In3. (“we,” “us,” “our” and "**UNI**"). The Upstart platform is a lending platform, including www.upstart.com and any subdomains (the “**Website**”), operated by UNI. All loans originated on the Upstart platform are installment loans made by Cross River Bank, a federally insured state-chartered bank located in Teaneck, New Jersey ("**CRB**"). UNI acts as CRB’s agent and provides services to CRB, or its successors or assigns, in connection with the origination and servicing of loans on the Upstart platform.

This is an important document. You must read it carefully and accept all of its terms and conditions before choosing to proceed. You should save/print a copy of this agreement for your records. By clicking “I agree” you are electronically agreeing to the terms of this Agreement.

1. **Borrower Registration.** By registering on the Website, you are applying to be a borrower. Registration as a borrower lets you submit a loan application to CRB. Loan application approvals restricted to eligible individuals who satisfy CRB’s credit policy. Under CRB’s current credit policy, your credit score (if you have one) must be greater than or equal to 620 and you must meet other basic credit criteria established by CRB to be eligible to apply for a loan. CRB may terminate consideration of your application or withdraw approval of your loan at any time in its sole discretion. If for any reason you do not qualify or you later cease to qualify for a loan from CRB, (if, for example, your credit score from any consumer reporting agency falls significantly), CRB may withdraw its approval of your loan. Even if your credit score is higher than 620, CRB may still withdraw its approval of your loan based on CRB's other credit criteria such as debt-to-income ratio or other information in your credit report. 2. **Credit Decisions; Verification.** By agreeing to the [Credit Report Authorization and Information Verification Consent](https://www.upstart.com/credit_consent), you authorize UNI, on behalf of CRB, and/or CRB to obtain your credit report from one or more consumer reporting agencies. Your loan application includes information about your education, employment and your annual income, among other things and you authorize UNI, on behalf of CRB, to verify any information you submit by calling you, requiring you to produce appropriate documentation or other proof, and/or to conduct such verification through a third party. You authorize UNI, on behalf of CRB, to request and obtain data from a third party to verify any information that you provide in connection with your loan application. 3. **Loan Application and Loan Closing.** 1. To receive a loan, you must submit a loan application on the Upstart platform. Your loan application will include all information required in the application flow, where applicable be verified, and be approved by CRB. After approval, you will be presented your final loan terms and related Truth-in-Lending disclosures, which you must accept, by agreeing to your promissory note (the “Note”) within the time period provided in your disclosures. If your loan application is approved then, subject to clause (b), your loan, as evidenced by the Note you made to CRB, will be submitted to CRB for origination. Your loan will be on the terms set forth in the Note. 2. CRB may withdraw its approval of your loan application at any time prior to origination (i) in the event of any inaccuracy or omission in your loan application, (ii) if you committed fraud or made a misrepresentation in connection with your application, or (iii) any other disqualifying event occurs. CRB may withdraw its approval of your loan even after you have signed your Note. In the event that your loan application is declined or withdrawn, UNI will retain a record of your loan application for a period of at least 25 months in accordance with federal law. 4.

Loan Origination and Other Fees. If your loan application results in an originated loan, you must pay CRB a non-refundable origination fee. The amount of the fee is stated in the disclosures provided to you. This fee will be deducted from your loan proceeds, so the loan proceeds delivered to you will be less than the full amount of your issued loan. You acknowledge that the origination fee will be considered part of the principal on your loan subject to the accrual of interest. In addition to your origination fee, additional fees for late payments or payment fails may also apply to your loan. These fees are provided in Section 5 (b) and (c).

5. **Loan Servicing.** 1. You acknowledge and agree that UNI may serve as the loan servicer on behalf of CRB and its successors and assigns. A copy of your Note(s) representing your loan(s) will be maintained in electronic form on the Website and made available to you for review on the Website, subject to site availability. As loan servicer, UNI will administer your loan on behalf of CRB and may administer and collect on your loan on behalf of CRB and any CRB successors and assigns. 2. You may make your monthly payments by (i) an automated clearing house (“**ACH**”) transfer or other electronic fund transfer from your bank account that you have authorized to automatically recur, (ii) by an ACH transfer initiated by you each month via the Website, or (iii) personal check sent by regular mail to Upstart Loan Operations, P.O. Box 1503, San Carlos, CA 94070, Attention: Operations Department. If you complete an ACH bank transfer authorization initially, then your first payment and each payment thereafter, in the amount specified in the authorization, will automatically be debited from your bank account unless you cancel or modify a payment at least 3 business days before its scheduled date by contacting CRB as described in Section 12. If your ACH bank transfers are rejected or returned for any reason, two more attempts to debit your account may be made. You also agree CRB may apply the ACH return/check refund fee described in Section 4 of your Note, subject to applicable law, each time a ACH bank transfer or check is returned or rejected. 3.

If you fail to make timely payments on your loan, your loan may be referred to a collection agency for collection. Loan payment delinquencies in excess of thirty (30) days may be reported to one or more credit reporting agencies in accordance with applicable law. A late fee may also be applied for any payment as set forth in your Note. Subject to limitations of applicable law, we may contact you for any lawful purpose, including debt collection, at any or all of the telephone numbers or email addresses you provide at or after registration, or any of your other telephone numbers. You confirm that the email address you registered with is your private address and that confidential communications can be sent to you at this address.

6. **Other Products and Services.** 1.

Referral Program. We may offer, from time to time, the opportunity for you to (i) refer friends ("Referrer") or (ii) be referred by a friend ("Referee") to apply for a loan on the Website ("Referral Program"). By participating in the Referral Program, you agree to be bound to its terms and conditions and this Agreement. By participating in the Referral Program as a Referree you acknowledge and agree that we may share certain information with the Referrer including whether you obtained a loan on the Website. We do not share any personally identifiable information through the Referral Program; however, in certain instances, a Referrer may deduce a Referree's identity and determine a specific Referree obtained a loan.

2.

Additional Services. Any products and services you use through the Website shall be governed by this Agreement and any additional terms and conditions you agree to when signing up for such product or services. You agree to comply with such terms and conditions, which may be found on the Legal Agreements page after you log-in to the Website, and that such agreements are incorporated herein by reference.

7. **Representations, Warranties and Covenants.** You represent and warrant to CRB and UNI that (i) you are 18 years old (19 if you are in Alabama or Nebraska) and a US citizen or permanent resident; (ii) you are applying for a loan in good faith and with the intention to repay it when due; and (iii) all the information you provided in connection with your application is true and accurate and you have not provided any false, misleading or deceptive statements or omissions of fact in your application. Unless you provide a certification as part of your application that you plan to use the loan proceeds for post-secondary educational expenses, you agree that you will not use any of the loan proceeds to fund any post-secondary educational expenses, including tuition, fees, books, supplies, miscellaneous personal expenses, or room and board (see Section 472 of the Higher Education Act of 1965, 20 U.S.C. § 1087ll). You acknowledge and agree that we may rely, without independent verification, on the accuracy, authenticity and completeness of all information you provide. You certify that you will not use any loan proceeds to fund any illegal activity. 8. **Bank Account.** You represent and warrant that you are the owner of the deposit account(s) that you designate for electronic transfers of funds and have authority to direct that loan payments be made to CRB from such account. Your designated account(s) will be the account(s) into which loan proceeds will be deposited and from which monthly loan payments will be made. 9. **Termination.** We may terminate this Agreement at any time (i) in the event of any breach of any of your representations, warranties, and covenants in this Agreement, or (ii) you otherwise fail to abide by the terms of this Agreement. In such event, we and CRB will have all remedies authorized or permitted by this Agreement and applicable law. We may, in our sole discretion, with or without cause and with or without notice, restrict your access to the Website. 10. **NO WARRANTIES.** THE UPSTART PLATFORM AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. UNI, CRB, AND EACH OF OUR AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UNI does not guarantee continuous, uninterrupted or secure access to the Website or any of the services provided on the Website, and the operation of the Website may be interfered with by numerous factors outside of our control. CRB will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts are processed in a timely manner but it makes no representation or warranty regarding the amount of time needed because these services are dependent upon many factors outside of its control, such as delays in the banking system or the U.S. mail service. UNI and CRB reserve the right to make changes to the products and services offered to future customers, including changes to the terms and conditions associated with these products and services. 11. **LIMITATION ON LIABILITY.** IN NO EVENT WILL UNI, OR CRB, OR EACH OF OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE OR THE SERVICES (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. UNI’S AND CRB’S LIABILITY, AND THE LIABILITY OF EACH OF OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. 12.

Consent to Electronic Communications. You confirm you have agreed to the Electronic Communications Policy and you have agreed to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that are provided in connection with this Agreement, your loan, and the servicing of your loan. You agree that CRB and we (on behalf of CRB or any successor creditor), or a collection agency engaged on behalf of CRB or its successors or assigns, may contact you at any of the telephone numbers and email addresses you provide, subject to applicable law.

13. **Notices.** You may contact us by emailing support@upstart.com, by calling (650) 204-1000 during our operating hours 6:00 AM PST to 5:00 PM PST, each Monday through Friday that are business days, or by writing via regular mail to Upstart Operations., P.O. Box 1503, San Carlos, CA 94070. All Communications given to you by email to your registered email address, or posted on the Website will be deemed to have been duly given and effective upon transmission or when they were posted. You acknowledge that communications from us may contain sensitive, confidential, and collections-related communications. If your information changes, such as your email address, your mailing address or your telephone number, you agree to notify us promptly of the change by logging into the Website and updating this information in your account profile, or by contacting us as described above. 14. **Disputes.** This provision does not apply to you if you are a member of the active military, or a spouse or dependent of a member of the active military, and you have received a loan through the Website that is subject to the provisions of the Military Lending Act, 10 U.S.C. § 987 and its implementing regulations, 32 C.F.R. § 232.1, et seq. A. Governing Law. The Parties agree that this Agreement, including the products and services you accessed via the Website, involve interstate commerce and that this arbitration clause will be construed, applied and governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., ("FAA"), as amended. The Arbitrator (defined below) shall apply applicable law and applicable statutes of limitation consistent with the FAA and shall honor claims of privilege recognized at law. B. Dispute. “Dispute” means any action, dispute, claim, or controversy of any kind arising out of, in connection with or in any way related, even indirectly, to this Agreement or your use of the Website, including the products and services you accessed via the Website, or the loan you received from CRB on the Website. For example, “Dispute” includes claims related to: any relationship resulting from, or activities connected to this Agreement; any loan application on the Website; information you have provided to us via the Website; information and disclosures provided to you on the Website; any other agreements between you and us; extensions; renewals; refinancings; payment plans; underwriting; servicing; collections; privacy; and customer information. The term "Dispute" also includes: claims under federal or state consumer protection laws; claims in tort or contract; claims under statutes or common law; claims at law or in equity; other past, present or future claims, counterclaims, cross-claims, third party claims, interpleaders or otherwise; and any claim relating to the interpretation, applicability, enforceability or formation of this arbitration clause, including, any claim that all or any part of this arbitration clause, except paragraph G below, is void, voidable or unconscionable. C. Mandatory Arbitration. Unless otherwise stated in this arbitration clause, any "Dispute" between you and us, including CRB, shall, at the election of you, us, or our respective heirs, successors, assignees or related third parties and their affiliates, subsidiaries, and parents, ("the Parties"), be resolved by a neutral, binding arbitration, and not by a court of law. This procedure includes any Dispute over the interpretation, scope, or validity of this Agreement, this arbitration clause or the arbitrability of any issue, with the sole exception of the Parties' waiver of any right to bring a class action or to participate in a class action as provided for under paragraph G below shall be solely determined by the appropriate court, if necessary. This arbitration clause applies to the Parties, including their respective employees or agents, as to all matters which arise out of or relate to this Agreement, your use of the Website, including the products and services you accessed via the Website, or are in any way connected with the loan you received on the Website, or any resulting transaction or relationship. D. Facts About Arbitration. In arbitration, a neutral third party (“Arbitrator”) resolves Disputes, instead of a judge or jury. You and we, including CRB, waive the right to go to court. The Arbitrator will conduct a hearing, which is private and less formal than a court trial. Each side will have the opportunity to present some evidence to the Arbitrator. The Arbitrator may limit the Parties’ ability to conduct fact-finding prior to the hearing, called “discovery.” Other rights that the Parties might have in court might not be available in arbitration. Following the hearing, the Arbitrator will issue an award. The Arbitrator’s decision is final, and a court may then enforce the award like a court judgment. Courts rarely overturn an Arbitrator’s award. E. Pre-Arbitration Resolution. Prior to starting arbitration, you can call us at (650) 204-1000 orto us at Upstart Operations, P.O. Box 1503, San Carlos, CA 94070 to attempt to resolve the Dispute. Wetry to resolve the Dispute. If we make a written offer (“Settlement Offer”), you may reject it andIf we do not resolve the Dispute, either party may start arbitration. No party will discloseproposals, including a Settlement Offer, to the Arbitrator. F. Rules and Procedures. Either party may start arbitration by mailing a notice of arbitration, even if a lawsuit has been filed. Such notice shall be given by certified mail, return receipt requested. Notice to you shall be sent to the email address you provide to us in your loan application, as updated. Notice to us, our assignees or related third parties shall be sent to Upstart Operations, P.O. Box 1503, San Carlos, CA 94070. The Party initiating the arbitration shall set forth in the notice the nature and factual basis of the Dispute, the names and addresses of all other Parties, the amount involved, and the specific relief requested. The responding Party must mail a response within 45 days, and may also set forth any counter-Disputes. The American Arbitration Association (“**AAA**”) shall conduct any arbitration according to this arbitration clause. The AAA arbitration rules in effect when the claim is filed apply (“**AAA Rules**”), except where those rules conflict with this Arbitration Clause or any of our agreements with you. I can get copies of the AAA Rules at the AAA’s website ( www.adr.org ) or by calling 800-778-7879. Upstart or I may choose to have a hearing, appear at any hearing by phone or other electronic means, and/or be represented by counsel. G. Class Action Waiver. The Parties agree to give up any right they may have to bring a class action lawsuit or class arbitration, or to participate in either as a claimant. The Parties agree to give up any right to consolidate or join any arbitration proceeding with the arbitration of others. The Parties give up the right to serve as a private attorney general in any jurisdiction in which such procedure might be permitted. To the extent the Parties are permitted to file small claims under Paragraph K below, the Parties agree that any small claim may only be brought on an individual basis and that no small claim may be brought on a class or representative basis. The Parties further agree that if a court or arbitrator decides this Paragraph G is void or unenforceable, this arbitration clause shall be void and without effect. H. Punitive Damage Waiver. The Parties waive any right to seek or recover punitive and/or exemplary damages in any Dispute. No Arbitrator shall have the power or authority to award punitive and/or exemplary damages. I. Fees and Costs. If you request, we shall advance all of the Arbitrator’s fees and expenses, as well as all administrative and filing fees, up to an amount of $500. The Parties shall be responsible for their own attorneys’ fees associated with any arbitration, unless otherwise allowed for under applicable substantive law and awarded by the Arbitrator. If the Arbitrator awards you funds, you will not have to reimburse any arbitration fees and expenses we have advanced. If the Arbitrator does not award you funds, you agree to reimburse us for any arbitration fees and expenses we have advanced. Any such reimbursement shall not exceed the filing fees and costs you would have incurred had you filed a lawsuit in court. J. Self-Help. Notwithstanding this arbitration clause, the Parties retain the right to exercise self-help remedies and to seek provisional remedies from a court, pending final determination of the Dispute by the arbitrator. No Party waives the right to elect arbitration of a Dispute by exercising self-help remedies, filing suit, or seeking or obtaining provisional remedies from a court. K. Exceptions. The Parties agree that this arbitration clause is not applicable to "small claims" meaning those claims that either Party is entitled to file and maintain in an appropriate small claims court or any action where the total amount in controversy is no greater than $5,000, including any claims for attorney's fees and non-monetary relief. The Parties agree that any appeal from a judgment obtained pursuant to this paragraph shall be appealable only by arbitration according to the procedures set forth in this arbitration clause. L. Severability; Subsequent Agreements. If it is determined that any paragraph or provision in this arbitration clause is illegal, invalid, or unenforceable, such illegality, invalidity or unenforceability shall not affect the other paragraphs and provisions of this arbitration clause. The remainder of this arbitration clause shall continue in full force and effect as if the severed paragraph or provision had not been included. Notwithstanding this severability provision, if a court of competent jurisdiction determines paragraph G to be void, illegal, invalid, or unenforceable, the Parties agree that paragraph G above shall not be severed and that this arbitration clause shall be void in its entirety. In the event you enter into another agreement with Upstart that includes an arbitration clause, the terms of that arbitration clause the other agreement will take precedence over this arbitration provision to the extent they conflict. M. Right to Opt Out. If you do not want this arbitration clause to apply, you may reject it by mailing a written notice to us that lists your name, address, the email address you registered with on the Website, and, if you have one, your loan account number, and which states that you are opting out of the arbitration clause. An opt out notice is only effective if it is signed by each borrower, and the envelope that the opt out notice is sent in is postmarked no more than 30 calendar days after the date you sign the Agreement. If you opt out of this arbitration clause, it will not affect any other provisions of the Agreement or your obligations under the Agreement. If you do not properly opt out as set forth above, it will be effective as of the date of the Agreement. If you opt out of this arbitration clause, such election shall apply only to this Agreement, and not to any other past, present or future agreements you have with us. FOR ALL DISPUTES COVERED BY THIS PROVISION, THE PARTIES HAVE AGREED TO WAIVE THEIR RIGHT TO A TRIAL BY JURY, THEIR RIGHT TO PARTICIPATE IN CLASS ACTIONS OR CLASS ARBITRATIONS, AND THEIR RIGHT TO SEEK PUNITIVE AND/OR EXEMPLARY DAMAGES. EXCEPT FOR DISPUTES AND CLAIMS NOT SUBJECT TO THIS PROVISION, ARBITRATION SHALL BE IN PLACE OF ANY CIVIL LITIGATION IN ANY COURT AND IN PLACE OF ANY TRIAL BY JURY. THE TERMS OF THIS PROVISION AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT UNDERSTAND ANY TERMS OF THIS PROVISION OR THE COST, ADVANTAGES OR DISADVANTAGES OF ARBITRATION, SEEK INDEPENDENT ADVICE BEFORE AGREEING TO THIS AGREEMENT. BY USING THIS WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY EACH OF THE PROVISIONS, COVENANTS AND STIPULATIONS SET FORTH IN THIS AGREEMENT. 15. **Amendments.** We may amend this Agreement and will provide you with at least 30 days written notice of any material changes. 16. **Assignment.** You hereby agree that we may, without notice to you, assign all of our rights, title and interest in this Agreement to a third party. To the extent provided therein, any such assignment will release us from all of our obligations and duties under this Agreement and the assignee will be solely responsible for the performance of such obligations and duties. You may not assign, transfer, sublicense or otherwise delegate your rights or obligations under this Agreement to another person without our prior written consent. Any such assignment, transfer, sublicense or delegation in violation of this Section 16 will be null and void. 17. **Processing Errors.** You agree that CRB and any of its successors or assigns may promptly correct any transaction processing error that is discovered. If the error results in your receipt of less than the correct amount to which you are entitled, you will be credited the difference. If the error results in your receipt of more than the correct amount to which you are entitled, you agree that CRB may debit the extra funds. You agree to provide any additional consents necessary to correct any errors that occur. 18. **Miscellaneous.** This Agreement, along with the Privacy Policy, the Website terms of use, and any other agreements you enter into with us on the Website in connection with your use of additional products or services, represent the entire agreement between you and us regarding the subject matter of this Agreement and supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between us with respect to your use of the Website. CRB is not a party to this Agreement, but you agree that CRB, including its successors and assigns, is a third-party beneficiary and is entitled to rely on the provisions of this Agreement, including without limitation your representations, covenants and agreements herein. There are no third party beneficiaries to this Agreement other than CRB and its assigns. You acknowledge and agree that UNI and CRB are separate legal entities and neither has guaranteed the performance of the respective obligations of any other entity than itself. Any waiver of a breach of the a provision of this Agreement will not be a waiver of any other subsequent breach. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition. If at any time after the date of this Agreement, any of the provisions of this Agreement is held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision will be of no force and effect, but the illegality and unenforceability of such provision will have no effect upon and will not impair the enforceability of any other provisions of this Agreement. The headings in this Agreement are for reference purposes only and will not affect the interpretation of this Agreement in any way. Last Updated: June 25, 2019