Rising Bank Terms and Conditions

These Rising Bank Terms and Conditions ("**Terms**") are made and entered into between you and Rising Bank, a division of Midwest BankCentre (“**Rising Bank**”) and govern your use of the website and certain products and services you access through or in connection with the website operated by Upstart Network, Inc. ("**Upstart**"), to (i) request loan offers and (ii) apply for and, if approved, obtain a loan from Rising Bank. All loans are installment loans made by Rising Bank, a federally insured national bank located in St. Louis, Missouri at https://risingbank.upstart.com/auto and any subdomains (the "**Website**").

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 these Terms for your records. By clicking "I agree" you are electronically agreeing to these Terms and to transact business with Rising Bank electronically. NOTE, THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS (see Section 14).

1. Loan Offers. By submitting information on the Website, you are requesting loan offers from Rising Bank. Any loan offer request you submit is not an application for credit, rather it is a request to receive a conditional loan offer from Rising Bank. Loan offers are made to eligible individuals who satisfy Rising Bank’s credit policy. You understand you must meet certain basic credit criteria established by Rising Bank in order to be eligible to receive a loan. Rising Bank does not guarantee that you will be presented with loan offer(s) or that you will meet the approval criteria for any particular offer. In order to proceed with a loan offer you must submit a loan application to Rising Bank via the Website. It is always your choice whether to apply for a loan and Rising Bank will never submit an application on your behalf without your consent. Rising Bank may withdraw a loan offer, terminate consideration of any application you submit, 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 offered to you, (if, for example, your credit score from any consumer reporting agency falls significantly or your debt to income ratio changes), Rising Bank may withdraw its approval of your loan.

2. Credit Report. You have authorized Rising Bank to obtain your credit report from one or more consumer reporting agencies. If Rising Bank obtains information from a consumer reporting agency in connection with its consideration of your loan application, the consumer reporting agency names, addresses and toll-free telephone numbers are as follows: Equifax, P.O. Box 740256, Atlanta, GA 30374-0256, (866) 349-5191; and TransUnion, P.O. Box 2000, Chester, PA 19016, (800) 916-8800. You have a right under the Fair Credit Reporting Act to know the information contained in your credit file at the consumer reporting agency. You also have a right to a free copy of your report from the reporting agency, if you request it no later than 60 days after your information has been obtained. If you find that any information contained in the report you receive is inaccurate or incomplete, you have the right to dispute the inaccuracy with the reporting agency. Please note, the reporting agency plays no part in any lending decision and, if you were declined, will be unable to supply specific reasons why you didn’t receive a loan offer.

3. Loan Application, Verification, and Loan Closing.

a. To receive a loan, you must select a loan offer and, after proceeding, submit a loan application through the Website. If you choose to proceed with a loan offer, Upstart acts as the agent and provides services to Rising Bank, or its successors or assigns, in connection with your loan application, the loan origination, and the servicing of your loan on the Website. Upstart will verify any information you provided when you requested a loan offer, including information about your education, employment and your annual income, as well as additional information you submit after choosing to proceed with your loan offer, and to confirm your loan payoff amount if you are applying for an automobile refinance product, by calling you, requiring you to produce appropriate documentation or other proof, and/or to conduct such verification through a third party. You authorize Upstart and Rising Bank to request and obtain data from a third party to verify any information that you provide in connection with your loan application, including, without limitation, an estimate of your loan payoff amount if you are applying for an automobile refinance product. Your completed loan application must be approved by Rising Bank. After approval, you will be presented your final loan terms and related Truth-in-Lending disclosures, which you must accept, by digitally signing your promissory note (the "Note") within the time periods disclosed to you in the loan application flow. Failure to sign your Note within the time periods disclosed will prevent your loan from being funded.

If your loan application is approved then, subject to clause (b) below, your loan, as evidenced by the Note you made to Rising Bank, will be submitted to Rising Bank for origination. Your loan will be on the terms set forth in the Note. The term “origination” as used herein means the funding by Rising Bank of your loan.

b. Rising Bank 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 (. Rising Bank 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, Rising Bank will retain a record of your loan application for a period of at least 25 months in accordance with federal law.

c. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, under Rising Bank’s customer identification program, Rising Bank must ask for your name, street address, mailing address, date of birth, and other information that will allow Rising Bank to identify you.

4. Fees. Rising Bank may charge you fees if your loan application results in an originated loan. For example, you may be required to pay Rising Bank a non-refundable origination fee. The amount of the fee and how it must be paid will be stated in the disclosures and the Note provided to you. If you receive an unsecured personal loan from Rising Bank, 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. If you receive an automobile refinance loan, this fee will be added to the payoff amount of your existing loan. You acknowledge that the origination fee will be considered part of the principal on your loan subject to the accrual of interest.

Additional fees, such as late fees and ACH or check return fees, may also apply to your loan. These fees will be disclosed in your Truth-in-Lending disclosure and your Note.

5. Loan Servicing. If your loan application results in an originated loan, you acknowledge and agree that Upstart may serve as the loan servicer on behalf of Rising Bank and its successors and assigns. As loan servicer, Upstart will administer your loan, and may collect on your loan, on behalf of Rising Bank and any of its successors and assigns. If Upstart is servicing your loan, 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. You will also be able to manage your loan repayments via the Website.

6. Other Products and Services. Any products and services you use through the Website shall be governed by these Terms and any additional terms and conditions you agree to when signing up for a particular product or service. 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 that (i) you are 18 years old, (ii) you are currently residing in the US; (iii) you are applying for a loan in good faith and with the intention to repay it when due; and (iv) all the information you provided in connection with your loan offer inquiry and any subsequent loan application to Rising Bank 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 Rising Bank 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 or that is prohibited by the Acceptable Use Policy.

8. Bank Account. In connection with any loan application you make on the Website, 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 from such account. You acknowledge 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. Rising Bank may terminate these Terms and your access to the Website at any time (i) in the event of any breach of any of your representations, warranties and covenants in these Terms, or (ii) you otherwise fail to abide by the terms of these Terms. In such event, Rising Bank has all remedies authorized or permitted by these Terms and applicable law. Rising Bank may, in its sole discretion, with or without cause and with or without notice, restrict your access to the Website at any time.

10. NO WARRANTIES. THE WEBSITE AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. RISING BANK, UPSTART AND EACH OF OUR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Neither Rising Bank nor Upstart guarantees 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. Rising Bank shall make reasonable effort 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. Rising Bank reserves 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. It is your responsibility to secure, obtain and properly use all internet connection, equipment, and software necessary to access and use the Website and neither Rising Bank nor Upstart shall not have any obligation to provide to you any such internet connection, Equipment or Software. You are responsible for paying any fees or other charges that any internet service provider may charge.

11. LIMITATION ON LIABILITY. IN NO EVENT WILL RISING BANK, UPSTART 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. RISING BANK’S AND UPSTART’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. Notwithstanding the foregoing, and in addition to any other limitations of liability set forth herein, neither Rising Bank not Upstart shall have no liability to you for any claims, damages, losses, liabilities, costs or expenses resulting from or arising out of: (a) your misuse of the Website, (b) your breach of these Terms, (c) circumstances beyond Midwest Bank’s control, (d) acts or omissions of third parties, or (e) any virus, cookies, spyware or similar issues.

12. Communications. You confirm you have agreed to the Electronic Communications Policy and Consent and you have agreed to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that are provided in connection with these Terms, your loan, and the servicing of your loan. You agree that Upstart (on its own behalf, or on behalf of Rising Bank or any successor creditor) and, if your loan application results in an originated loan, a collection agency engaged on behalf of Rising Bank 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 Rising Bank by emailing risingbankauto.support@upstart.com, by calling 1-833-250-8997 during the 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 Rising Bank Auto Loan 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 Rising Bank 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 Rising Bank promptly of the change by logging into the Website and updating this information in your account profile, or by contacting Rising Bank as described above.

14. Disputes.

a. Contact Rising Bank First. If you have an issue with Rising Bank’s services, or if a dispute arises between you and us, please contact Rising Bank first. Rising Bank's goal is to learn about and address your concerns and, if Rising Bank is unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Disputes between you and Upstart regarding Rising Bank’s services may be reported by contacting Rising Bank as described in Section 13. Upstart reports all disputes to the Rising Bank.

b. Arbitration Agreement. NOTICE: IF YOU ARE A COVERED BORROWER UNDER THE MILITARY LENDING ACT, 10 U.S.C. § 987, THE FOLLOWING ARBITRATION PROVISION DOES NOT APPLY TO YOU.

A. Governing Law. You acknowledge and agree that the Terms 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 these Terms (including a dispute over the validity, enforceability, arbitrability or scope of this arbitration clause) or any other agreement related to these Terms or any Rising Bank's services; any relationship resulting from, or activities connected to, these Terms; and any loan-related marketing, processing, servicing or collection activities performed by Rising Bank's service providers, including Upstart. For example, “Dispute” includes claims related to: any relationship resulting from, or activities connected to your use of the Website; information you have provided; information and disclosures you received from us; any prior agreements between you and us; 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 the Parties shall, at your, or my election or the election of any of our respective heirs, successors, assignees or related third parties, including Upstart, any other subsequent operator of the Website, 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 these Terms or other agreements between us, 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 Note or are in any way connected with the extension of credit set forth in this Note, 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, with us, 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 Rising Bank at 1-833-250-8997 or write to Rising Bank at Upstart Loan Operations, P.O. Box 1503, San Carlos, CA 94070 to attempt to resolve the Dispute. Rising Bank will try to resolve the Dispute. If Rising Bank makes a written offer (“Settlement Offer”), you may reject it and arbitrate. If Rising Bank does not resolve the Dispute, either party may start arbitration. No party will disclose settlement proposals, 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 me shall be sent to the email address you provided to you in in my loan application, as updated. Notice to us, the Rising Bank its assignees or related third parties shall be sent to Rising Bank Auto Refi Loan 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 Rising Bank's agreements with you. You can get copies of the AAA Rules at the AAA’s website (www.adr.org) or by calling 800-778-7879. You or Rising Bank 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, Rising Bank shall advance all of the Arbitrator’s fees and expenses, as well as all administrative and filing fees, up to an amount of $1000. 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, Rising Bank will not have to reimburse any arbitration fees and expenses Rising Bank has advanced. If the Arbitrator does not award you funds, you agree to reimburse Rising Bank for any arbitration fees and expenses Rising Bank has advanced. Any such reimbursement shall not exceed the filings 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 $10,000, including any claims for attorney's fees and non-monetary relief. 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 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: 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.

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 Rising Bank that lists your name, address and account/loan number and states that you are opting out of the arbitration clause. An opt out notice is only effective if it is signed by you, and the envelope that the opt out notice is sent in is postmarked no more than 30 calendar days after the date you agreed to the Terms. If you opt out of this arbitration clause, it will not affect any other provisions of these Terms or your obligations under any other agreement with us. If you do not properly opt out as set forth above, it will be effective as of the date you agreed to these Terms. If you opt out of this arbitration clause, such election shall apply only to these Terms, 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, YOU UNDERSTAND YOU SHOULD SEEK INDEPENDENT ADVICE BEFORE AGREEING TO THESE TERMS. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY EACH OF THE PROVISIONS, COVENANTS AND STIPULATIONS ABOVE.

15. Amendments. Rising Bank may amend these Terms and will provide you with at least 30 days written notice of any material changes. Your continued use of the Website after such 30 days’ notice shall be deemed to be your acceptance of such amendments.

16. Assignment. You hereby agree that Rising Bank may, without notice to you, assign all of Rising Bank’s rights, title and interest in these Terms to a third party. To the extent provided therein, any such assignment will release Rising Bank from all of Rising Bank’s obligations and duties under these Terms 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 these Terms to another person without Rising Bank’s 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 Rising Bank and/or Upstart, on behalf of Rising Bank, 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 Rising Bank and/or Upstart, on behalf of Rising Bank, may debit the extra funds from the account into which such extra funds were deposited upon prior notice to you. You agree to provide any additional consents necessary to correct any errors that occur. You further agree to fully cooperate with Rising Bank and Upstart in any investigation of any such errors.

18. Miscellaneous. These Terms, along with the Privacy Policy, the Website Terms of Use, and any other agreements you enter into with Rising Bank or Upstart on the Website in connection with your use of additional products or services, represent the entire agreement between you and Rising Bank regarding the subject matter of these Terms and supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between Rising Bank with respect to your use of the Website. These Terms are independent of any agreements you enter into with Rising Bank in connection with any loan you receive on the Website. Upstart is not a party to these Terms, but you agree that it, including its successors and assigns, is a third-party beneficiary and is entitled to rely on the provisions of these Terms, including your representations, covenants and agreements herein, including the arbitration agreement provided in Section 14.b. There are no third party beneficiaries to these Terms other than Upstart. You acknowledge and agree that Upstart and Rising Bank 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 a provision of these Terms will not be a waiver of any other subsequent breach. Failure or delay by either party to enforce any term or condition of these Terms will not constitute a waiver of such term or condition. If at any time after the date of these Terms, any of the provisions of these Terms 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 these Terms. The headings in these Terms are for reference purposes only and will not affect the interpretation of these Terms in any way.

Last Updated: September 21, 2022