Terms and Conditions for Using the GreenNote Platform

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PLEASE READ THE TERMS OF USE CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR USE OF THIS WEBSITE AND RELATED SERVICES, INCLUDING THE REQUIREMENT THAT DISPUTES BE SETTLED BY ARBITRATION (AND NOT BY LAWSUIT) AND A LIMIT ON THE TIME YOU HAVE TO BRING CLAIMS AGAINST GREENNOTE.

By accessing or using the GreenNote web site at www.greennote.com ("Site") or the GreenNote microfinance and social networking service or related services available through the Site ("Service"), you agree to the following Terms of Use. If you do not agree to the following Terms of Use, do not use the Site or the Service.

GreenNote, Inc. ("GreenNote") reserves the right, at its sole discretion, to modify or replace these Terms of Use at any time. If this occurs, GreenNote will indicate at the top of these Terms of Use the date such document was last updated and post the revised version on the Site. Any changes will be effective immediately upon posting the revised version on the Site (or such later effective date as may be indicated at the top of the revised Terms of Use). Your continued use of the Site or Service after the posting of any changes to these Terms of Use will constitute your acceptance of such changes. If you do not agree to the changes, you must stop using the Site and Service. In addition, GreenNote may provide other methods by which you may accept these Terms of Use or changes to these Terms of Use.

1. Privacy Policy

Please refer to our Privacy Policy for information on how we collect, use and disclose personally identifiable information from its users and customers.

2. Relation to Other Agreements

GreenNote's provision of certain aspects of the Service to borrowers and lenders are also governed by the Borrower Registration Agreement and Lender Registration Agreement, respectively. In the event of a conflict or inconsistency between such agreements and these Terms of Use, the Borrower Registration Agreement and Lender Registration Agreement will govern.

3. Eligibility

The Site and the Service are intended solely for students, their parents or legal guardians, and other interested individual persons or institutions in making student loans for educational purposes. You may not use the Service unless you are eighteen (18) years of age or older (or the age of majority for your specific state of residence) and a legal resident of the United States. By registering for the Service, you represent that you are at least 18 years old (or the age of majority for your state of residence).

4. Registration and Registration Data; Account Security; Termination Rights

You may register for and maintain a single account for the Service, and you agree not to register for or maintain more than one account or authorize another person to use your account. GreenNote reserves the right to refuse registration, or to refuse or limit access to the Site and the Service, to anyone in its sole discretion for any reason or no reason. Without limiting the foregoing, we may terminate your registration, delete your social networking profile and any content or information that you may have posted in connection with your profile, and/or prohibit you from using or accessing the Site or Service for any reason at any time. In the event that you have a loan outstanding that is serviced by GreenNote, you will maintain access to the site to service you account but may no longer establish a profile to initiate a pledge drive. You may terminate your account and Service at any time in your sole discretion by cancelling your registration through the Site; however, if you have entered a Borrower Registration Agreement or Lender Registration Agreement with GreenNote, you may cancel the Services contemplated in those agreements only in accordance with the terms and conditions of those agreements.

You will provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data") and to maintain the security of your username and password. You will maintain and promptly update the Registration Data, and any other information you provide to GreenNote, to keep it accurate, current and complete. YOU UNDERSTAND THAT ANY PERSON WITH YOUR USERNAME AND PASSWORD WILL BE ABLE TO ACCESS YOUR ACCOUNT (INCLUDING CERTAIN FINANCIAL AND OTHER PERSONAL INFORMATION YOU PROVIDE TO GREENNOTE). YOU ACCEPT ALL RISKS OF UNAUTHORIZED ACCESS TO YOUR ACCOUNT. You will promptly notify GreenNote if you discover or otherwise suspect any security breaches related to the Service.

5. Copyright and Limited License to Site and Site Materials

The Site and all the materials on the Site, including without limitation the GreenNote logo and all designs, text, graphics, pictures, information and other content (collectively, "Site Materials"), are the proprietary property of GreenNote or its licensors. You are granted a limited, nonexclusive license (without the right to sublicense) to access and use the Site and Site Materials for your personal use only. Such license is subject to these Terms of Use and excludes: (a) any resale of the Site or any Site Materials; (b) the distribution, public performance or public display of any Site Materials; (c) modifying or otherwise making any derivative uses of the Site or any Site Materials; (d) use of any data mining, robots or similar data gathering or extraction, automated account registration, or account utilization methods; (e) downloading of any portion of the Site, the Site Materials or any information contained therein (other than page caching, or materials that are clearly designated for your download or other offline use); or (f) any use of the Site or any Site Materials other than for its intended purpose. Any use of the Site or Site Materials other than as specifically authorized herein is strictly prohibited and will terminate the foregoing license.

6. Acceptable Use

As a condition of using the Site and Service, you will not do any of the following:

use the Site or Service in violation of applicable law or in a manner that facilitates or furthers the violation of applicable law (including without limitation uploading, storing, transmitting, downloading, exporting or importing any sound recordings, images, videos, text, software, applications, sensitive data, technologies or other material in violation of copyright, privacy, child pornography, money laundering, money transmission, export or other applicable laws);
use the Site or Service in a way that harms GreenNote or GreenNote's affiliates or vendors, or any customer of GreenNote or its affiliates or vendors;
make false or misleading statements to GreenNote or other users of the Service, including without limitation provide false registration and school enrollment information, fail to promptly update your registration and school enrollment information, and other failures to provide complete and accurate information concerning the Service;
fail to respond in a reasonable and timely fashion to requests from GreenNote;
use any portion of the Site as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (such as "spam");
attempt to use or register for more than one account for the Service;
attempt to use or access the GreenNote account of a person other than you (including any data or information stored under such account);
damage, disable, overburden, hack into or impair the Site or Service (or the network(s) connected to the Site or Service) or otherwise interfere with anyone's use or enjoyment of the Site or Service;
attempt to reverse-engineer or otherwise discover or recreate any part of the Service (including any code, technology or methodology used in connection with the Service);
resell or redistribute the Service, or any part of the Service, or otherwise use the Service for any purpose other than your own personal use;
use the Service to store, display or publish any content or materials that GreenNote otherwise states on the Site as being prohibited; or
use the Site or Service other than for their intended purpose.

7. Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, GreenNote has adopted a policy of terminating, in appropriate circumstances and at GreenNote's sole discretion, account holders who are deemed to be repeat infringers. GreenNote may also at its sole discretion limit access to the Service or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

If you believe that anything on the Site infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below:

     Name of Agent Designated to Receive Notification of Claimed Infringement: Brian Cox
     Full Address of Designated Agent to Which Notification Should be Sent: 10850 Gold Center Dr., Suite 100, Rancho Cordova, CA 95670
     Telephone Number of Designated Agent: (866) 711-5620
     Facsimile Number of Designated Agent: (916) 368-0100
     E-Mail Address of Designated Agent: info@greennote.com

8. Trademarks

GreenNote, the GreenNote logos and any other product or service name or slogan contained in the Site are trademarks of GreenNote and its licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of GreenNote or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "GreenNote" or any other name, trademark or product or service name of GreenNote without our prior written permission. In addition, the look and feel of the Site, including all page headers, graphics, button icons and scripts, is the service mark, trademark or trade dress of GreenNote and its licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by GreenNote.

9. Framing and Hyperlinks

You may not use, frame or utilize framing techniques to enclose any GreenNote trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without GreenNote's express written consent.

GreenNote makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from the Site or, or of Web sites linking to the Site. Such sites are not under the control of GreenNote and GreenNote is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. GreenNote provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by GreenNote of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

10. Submissions and Feedback

You agree that any materials, including questions, comments, suggestions, feedback, ideas, plans, notes, postings, original or creative materials or other information, regarding the Site or the Service that are provided by you in the form of email, web form, or other submissions to GreenNote ("Submissions") are non-confidential and shall become the sole property of GreenNote. You hereby assign all of your right, title and interest in and to such Submissions, including all intellectual property rights therein, and GreenNote shall be entitled to the unrestricted use and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Submissions do not include the data you store through the Service.

11. Disclosure to Governmental Authorities

Although it is not GreenNote's preference to provide governmental authorities with access to your account information, you acknowledge that GreenNote may be required to do so from time to time. As such, you authorize GreenNote to deliver to furnish any information about your GreenNote account (including without limitation registration data, school enrollment information, borrowing and lending information, loan transaction records, IP address records from your use of the Service, and social networking profile content and information), access to your GreenNote account (including any financial or other personal information stored in your account), a copy of any content you have posted to or transmitted through the Service, and other information in connection with your use of the Service, to such governmental authorities as may order or demand the same, with or without notice to you.

12. Fees

GreenNote reserves the right to change the fees associated with its services at any point in time without prior notice. For details on the current fees for GreenNote's services please see the Lender Registration Agreement and Borrower Registration Agreement located on the GreenNote website.

13. Indemnification

You agree to indemnify and hold harmless GreenNote, its affiliates, independent contractors and service providers, and each of their directors, officers, employees and agents ("GreenNote Parties") from and against any third party claim, suit, investigation, action, proceeding, arbitration or hearing ("Claim") and all costs, damages, losses, judgments, expenses (including reasonable attorney fees), obligations and liabilities of every kind and nature arising out of any actual or threatened Claim arising out of your use of, or inability to use, the Site or the Service.

14. Disclaimers

The Site and Service are provided "AS-IS" and GreenNote disclaims any and all warranties, whether express or implied, including without limitation implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. The Company in no way guarantees that a loan will fund from the use of the Service. Without limiting the foregoing, GreenNote does not represent that any content or materials on the Site or Service (including any promissory notes or other sample agreement forms) are accurate, complete, reliable, current or error-free. GreenNote is not responsible for any failure due to malfunction or loss of equipment, software or Internet service providers used by you, or due to malfunction or loss of equipment, software or services used by GreenNote which are beyond the reasonable control of GreenNote. GreenNote will have no liability in connection with any unauthorized interception, alteration or use of data relating to the Service, including without limitation e-mail correspondence; any inability to use or access the Site or Service for any reason; any actions or transactions by a person using your name and password without your authorization; or any other cause over which GreenNote does not have direct control, including problems attributable to computer hardware or software (including computer viruses), telephone or other communications, or the performance of any Internet service providers.

Additional important disclaimers:

GREENNOTE DOES NOT PROVIDE FINANCIAL, TAX OR LEGAL ADVICE.
STANDARDIZED LOAN DOCUMENTS AND OTHER MATERIALS ON THE SITE MAY NOT BE ENFORCEABLE OR COMPLIANT WITH APPLICABLE LAW IN EVERY JURISDICTION WHERE THEY MAY BE USED. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF ANY SUCH MATERIALS AND YOUR COMPLIANCE WITH APPLICABLE LAWS.
IF YOU HAVE ANY QUESTIONS ABOUT ANY INFORMATION OR MATERIALS AVAILABLE ON THE SITE OR YOUR USE OF THE SERVICES, PLEASE SEEK THE ADVICE OF A QUALIFIED PROFESSIONAL.

15. Limitation of Liability

IN NO EVENT SHALL ANY OF THE GREENNOTE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR (a) DAMAGES CAUSED OTHER THAN BY GREENNOTE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR (b) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOST PROFITS, DISCLOSURE OF CONFIDENTIAL INFORMATION, OR LOSS OF PRIVACY), ARISING OUT OF RELATED TO THE SITE OR THE SERVICE, EVEN IF A GREENNOTE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE GREENNOTE PARTIES (WHETHER IN CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE SITE OR SERVICE EXCEED THE COMPENSATION YOU HAVE PAID, IF ANY, TO GREENNOTE FOR THE SERVICE (EXCLUDING ANY AMOUNTS THAT YOU MAY HAVE PAID TO GREENNOTE WHICH ARE PAYABLE BY GREENNOTE TO A LENDER).

16. Governing Law; Venue

These Terms of Use and your use of the Site and any Service shall be governed by and construed in accordance with the laws of the State of California without reference to that state's conflicts of laws rules. Wherever applicable and after exhaustion of administrative remedies specifically designated in this Agreement, judicial actions taken relative to this Agreement shall be brought in a court of competent jurisdiction, either state or federal, within the State of California.

17. Mandatory Arbitration; Limit on Time to Bring Claims

You and GreenNote agree that the sole and exclusive forum and remedy for any and all disputes and claims arising out of these Terms of Use, the Site and/or the Service (including your visit to or use of the Site and/or the Service) shall be final and binding arbitration, except that, to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark, trade secret or other proprietary rights, such other party may seek injunctive or other appropriate relief. Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The arbitration will be conducted before a mutually agreed single (1) neutral arbitrator. If the parties are unable to agree upon a mutually acceptable arbitrator, the arbitrator will be selected by the AAA. Under no circumstances will the arbitration hearing extend for more than one (1) day. The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes); provided, that either party may elect to have arbitration proceedings conducted by telephone, in which case GreenNote will be responsible for the reasonable costs of such telephonic communications. If the costs and fees of arbitration are determined by the arbitrator to be excessive in a consumer dispute, GreenNote will be responsible for paying all such costs and fees in excess of what is deemed reasonable. The arbitrator may, in his or her discretion, award some or all attorney fees to the prevailing party. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED; provided, that in the event this Section 16(b) is deemed to be invalid or otherwise unenforceable, the entirety of Section 16(a) and 16(b) shall be deemed stricken from these Terms of Use.
In no event shall any claim, action or proceeding by you related in any way to these Terms of Use, the Site or the Service (including your visit to or use of the Site and/or the Service) be instituted more than three (3) years after the cause of action arose.

18. Severability

Except as set forth in Section 16(b), in the event any provision of these Terms of Use shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

19. Contact Us

If you have questions regarding these Terms of Use or GreenNote, please contact us via e-mail at info@greennote.com or by physical mail at GreenNote, Inc., Attn: Customer Care, 10850 Gold Center Dr., Suite 100, Rancho Cordova, CA 95670 or by telephone at (866) 711-5620.

20. Patriot Act Verification

Federal law requires all financial services companies to obtain, verify, and record information that identifies each person with whom they do business. When a Borrower or Lender agrees to use GreenNote's services, we will ask for the name, address, date of birth, Social Security number and potentially other information such as driver's license state and number for each party, which will allow us to verify the identity of each of the parties to the transaction.

21. Use of Third Parties

From time to time, GreenNote may utilize other companies to perform services on its behalf ("Third Party Service Providers"). You hereby agree to cooperate fully with any Third Party Service Providers designated by GreenNote.

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Effective Date: April 10, 2009

Welcome to GreenNote. This Privacy Policy explains the practices of GreenNote, Inc. ("GreenNote," "we" or "us") with respect to how we collect, use, disclose and secure your personal information in connection with the GreenNote website at www.greennote.com (the "Site") and GreenNote's microfinance and social networking service or related services ("Service"). This Privacy Policy applies to personal information we collect from you and from third parties, but does not apply to any personal information collected by third parties from you.

Changes in Privacy Policy

This notice describes our Privacy Policy effective as of the date indicated above. GreenNote reserves the right to change this Privacy Policy at any time so please review it frequently. We will provide notice of changes by indicating on the Privacy Policy the date it was last updated and making such updated Privacy Policy available on the Site. We may also choose to notify you of material changes to the Privacy Policy by email or by means of a notice on our home page.

Collecting personal information

We may collect personal information about you from you and from third parties, including personal, demographic and aggregate data. As used in this Privacy Policy, "personal information" means information that specifically identifies you, such as your name, address, telephone number, email address, social security number, driver's license number, bank account numbers, credit card number, and student identification number. Demographic information is anonymous information, which may include your age, date of birth, income, gender, geographic area, hobbies or interests. Demographic information is not considered personal information unless it is linked with your other personal information, which we may do for a variety of reasons such as customizing content or services according to your interests and preferences or verifying your identity. Personal information does not include aggregate information, which is data we collect about the use of the Site or Service (or categories of the Site or Service), from which personal information has been removed. Aggregate data are used for a number of purposes such as helping us understand trends and user needs so we can improve our products and services.

We use a third party to provide identity verification services on our site. Provided you receive a minimum amount of pledges for you to be eligible for a loan, you may choose to move forward with the funding of your loan. At this point we will share your name, address, phone number, and Social Security Number as necessary for the third party to verify your identity. This third party is prohibited from using your personally identifiable information for any other purpose.

Personal information may be collected in a number of ways, such as when you visit the Site with your Internet browser or use the Service. In addition, GreenNote may ask you to provide certain personal information when filling out and submitting registration forms or providing feedback to GreenNote. When registering or applying to receive or provide a loan, you may be asked to provide your social security number, a bank account number, contact information, a student identification number, school and degree program information, your name and other personal information. Also, you may post to the Site or transmit to GreenNote personal information, photographs, videos, and other content, such as to your social networking profile, through messaging functionality on the Site, or to a public bulletin board, blog, chat room or other forum on the Site. You understand that information contained in your social networking profile may be generally available on the GreenNote site. Although your profile is specifically made available to your designated lenders and people that they may potentially recommend, it may also be viewed by other individuals unless you opt to make your profile private. All such content that you post to the Site is done at your own risk and GreenNote bears no responsibility for any such content or any liability for any claims arising out of such content. You should also be aware that any personal information you use on our blog can be used, read, or collected by other users of the blog and could be used to send you unsolicited messages. We are not responsible for personal information you choose to submit in the blog.

When you use the Site, GreenNote may also collect certain information about your computer to facilitate and evaluate your use of the Site and the Service. For example, we may log environmental variables, such as browser type, operating system, referring or exit web pages, and the Internet Protocol (IP) address of your computer. We may on occasion supplement the personal information you submit to us with information from third-party sources. For example, if permitted under applicable law, we may supplement your Registration Information (defined below) with address standardization data to verify the address you have entered is actually your address.

Use of personal information

In general, we use personal information we collect to service your loans, to provide you with information or services you request, to inform you about other information and services we think will be of interest to you, to facilitate your use and our administration and operation of the Site and the Service, to learn more about and improve the Site and the Service, and for the purpose for which the information was provided. For example, we may use the information we collect in the following ways:

To help launch a pledge drive for borrowers seeking potential lenders.
To facilitate the funding of a loan.
To service a loan, including facilitating loan repayment.
To verify your identity and contact information.
To send you a welcoming email and contact you about your use of the Site and the Service, for administrative purposes or to provide you with customer service.
To respond to your emails, suggestions, feedback, requests for new features, help requests or other comments, questions or complaints.
To qualify your entry into a contest and to contact you regarding the contest or prize awards.
To track customer preferences and keep you informed about new services, special offers, and other products and services of GreenNote and selected third parties unless you have opted not to receive such communications or such communications are prohibited by law.
Use aggregate, non-identifying statistical data collected about the use of the Service and the Site (such as the number of downloads, viewing statistics of web pages, how many users we receive and the IP/Internet address of your computer) for improving the Site and the Service, providing more relevant experiences to our customers and for statistical analysis.

Sharing your personal information

We only share your personal information with unaffiliated third parties as permitted or required by law. For example, we may share certain of your personal information with:

Borrowers and potential borrowers, such as the lender's or prospective lender's name, address, phone number, and email address.
Lenders and potential lenders, such as the borrower's or prospective borrower's name, address, phone number, email address, and descriptive data about the potential borrower and his or her school.
Other potential lenders who are members of the GreenNote Network--persons not personally known by the borrower but who may want to help fund a borrower's loan based on shared background or interests (for example, alumni of and donors to a borrower's intended educational institution). As a borrower, you may choose whether or not to share your profile and associated information with other members of the GreenNote Network.
Companies that help us verify your identity and that of your payment method, such as information we receive from address standardization services, payment processors, and credit bureaus.
Your schools and their agents, in order to administer your loan with us and verify your school enrollment.
Companies that service loans or collect payments on loans and/or provide loan servicing computer support.
Credit bureaus, to report information about your account to credit bureaus, such as on-time payments as well as late payments, missed payments, or other defaults on your account.
Select companies that may make available to you products and services that we believe may be of interest to you. You will have the option to choose not to participate in ("opt out") this service, as the default option afforded to you at the time of registration is to share your information to such companies.
Law enforcement or other agencies, judicial proceedings, and other governmental authorities as required by law.

GreenNote reserves the right to disclose your personal information as required by law and when we believe that such disclosure is necessary to protect our rights and/or comply with a judicial proceeding, court order, or legal process served to GreenNote.

When we share your personal information with vendors and service providers who perform functions on our behalf, we require that they keep your information confidential and secure, and that they use it only as is reasonably necessary to carry out their work or comply with applicable law. In addition, personal information may be disclosed or transferred to our affiliates and as part of, or during negotiations of, a merger, consolidation, sale of company assets or equity, financing, acquisition, strategic alliance or in any other situation where personal information may be transferred as one of the business assets of GreenNote. GreenNote does not share, rent, or trade your personal information with third parties for their promotional purposes.

Protecting your personal information

We maintain administrative, technical and physical safeguards designed to protect the security, confidentiality and integrity of your personal information. The personal information that you provide online in connection with registering yourself as a user of the Site or of the Service (including to register as a borrower or lender) or use the Service is protected in several ways. Access by you to such personal information is available through a password and unique customer ID selected by you. This password is encrypted. To protect the confidentiality of such personal information, you should not divulge your password to anyone. You are responsible for all uses of the Site and Service by any person using your customer ID and password. Please advise us immediately if you believe your password has been compromised. In addition, your personal information resides on servers or in areas of facilities that only selected GreenNote personnel and contractors have access to. GreenNote encrypts all data that you submit to GreenNote through the Site, and thereby attempts to prevent unauthorized parties from viewing such information when it is transmitted to GreenNote. Please note that any information you submit by email may not be secure, so please do not send any sensitive information or materials in or attached to any email to GreenNote.

Please note that any information, photos, videos, and other content you post to your social networking profile or to any public bulletin board, blog, chat room or other forum is available to all persons accessing that location, and your e-mail address may also be posted on these venues. The information you share, including your email address, would then be available to all persons accessing these venues, and such information may be read, collected or used by others for any purpose, including sending you unsolicited messages. GreenNote is not responsible for any information you elect to submit in these venues or the use of such information.

Your choices regarding your personal information

GreenNote or third parties may communicate information to you regarding products, services and special offers available from GreenNote or selected third parties unless you have opted not to receive such communications or such communications are prohibited by law. If you do not wish to receive such communications, you may decide not to opt-in at the time of registration or information collection. After registration, you can change your contact preferences online at www.greennote.com. You may also change your contact preferences by sending an email to info@greennote.com or mailing a request to GreenNote, Inc., Attn: Customer Care, 10850 Gold Center Dr., Suite 100, Rancho Cordova, CA 95670. Please note that even if you opt out of receiving email or other communications from GreenNote or third parties, you may still be contacted by email, telephone, or US mail regarding your use of the Service, such as communications relating to a pledge drive, funding, loan servicing, or delinquency in your payments, messages in response to any email or other communication from you to us, and to notify you of updates or changes to our policies, procedures or agreements. Our systems may require time to update, so your opt-out requests may not be updated immediately.

Data not collected on the Site or in connection with the Service

Personal information that is not collected on the Site or in connection with the Service is not generally subject to this Privacy Policy. The Site may contain links to other websites at which personal information is collected. For example, GreenNote has established relationships with various service providers whose services are available to you from the Site, from websites that are linked to the Site, or in connection with the Service. Typically, these providers offer services that GreenNote customers might find useful, such as those that can be used in conjunction with Service. In order to use those providers' services, you may be required to provide personal information to the providers. Unless expressly provided to the contrary, the collection, use, disclosure and security of your personal information will be governed by the privacy policy applicable to that website, and not by this Privacy Policy.

Tracking, use of cookies, web beacons and similar tracking devices

In order to improve our Service and the Site and provide more convenient, relevant experiences to our customers, we and our vendors may use "cookies", "web beacons", and similar devices to track your activities. A cookie is small amount of data that is transferred to your browser by a web server and can only be read by the server that gave it to you. It functions as your identification card and enables GreenNote to record your passwords, purchases and preferences. A web beacon is a small transparent gif image that is embedded in an HTML page or email used to track when the page or email has been viewed. A similar device may be used by which a product, service or functionality may send data to a server when a set of user-initiated events occur (such as after clicking a button on the Site or in an email). This device is similar to a cookie in that it tracks your visit and the data can only be read by the server that receives the data. It is different than a cookie in that it is not browser-based, may not function as an identification card and does not store any data on your computer. While GreenNote uses cookies and similar devices to track your use of the Site and the Service, such as the number of downloads, types of Service used, and how many users we receive daily, and while our web servers automatically log the IP/Internet address of your computer, GreenNote does not generally use this information to identify you personally. However, if you expressly provide consent for the Site or the Service to "remember" you when you log into your account, that unique identifier will be stored on a cookie on your computer and that unique identifier will be linked to your Registration Information. As a result, your navigation path around the Site and the Service will be tracked.

Most browsers are initially set to accept cookies and similar devices. You can set your browser to notify you when you receive a cookie or similar device, giving you the chance to decide whether or not to accept it. (For some web pages that require an authorization, cookies are not optional. Users choosing not to accept cookies or similar devices will probably not be able to access those pages or the related products and services.)

This Privacy Policy covers the use of cookies by GreenNote and does not cover the use of cookies by any advertisers (if applicable).

Contacting GreenNote

If you have questions regarding our Privacy Policy or if you believe that GreenNote has not complied with this Privacy Policy with respect to your personal information, please contact us at info@greennote.com or at the mailing address shown above. If you are reporting noncompliance with this Privacy Policy, in your e-mail or letter, please describe in as much detail as possible (but without disclosing any sensitive information about you or third parties) the ways in which you believe that the Privacy Policy has not been complied with.

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SECURITY POLICY

We take the security of the information you've trusted to us extremely seriously. GreenNote has implemented extensive security measures to protect the information we maintain, regardless of whether that information is stored online (web or computer databases) or offline (paper or other hard mediums). A few of our specific security policies are explained below:

Preventing identity theft and fraud. GreenNote utilizes widely-used and time-tested industry standard databases to catch and prevent fraud and identity theft. If a borrower or lender suspects that a loan has been made between person(s) who have committed identity theft, we will work with law enforcement authorities to track down and prosecute to the fullest extent of the law anyone who has committed identity theft.
Secure Data Center. GreenNote is PCI compliant and stores all sensitive, personally identifiable data in a separate secure database that has all items encrypted such that no human can have access to them. Further, our user interface application cannot retrieve these secure data to prevent hacking Physical access is strictly controlled and we use the latest in threat prevention technologies including firewall, VPN, antivirus, Web filtering and anti-spam technologies. We do not place any private data in any unsecure email. Access is only granted in order to complete transactions which you request or to provide regular ongoing service to your account.
Secure sessions. When you provide GreenNote information via our platform, you will be in a secure, encrypted session (using SSL via VeriSign certificate). You set your own passwords that are known only to you�"not even GreenNote has access to the passwords. If you do not make any actions, your session will time out after thirty (30) minutes. To continue your session, you would need to sign in again.
Offline information. Personal information is rarely stored offline (for example, paper or a CD ROM) and is done so usually to resolve a specific customer issue. GreenNote policy requires such information must be stored in a locked cabinet when not in use. If the information is not permanently maintained for compliance requirements, it is to be shredded immediately.

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STUDENT BORROWER REGISTRATION AGREEMENT

This Student Borrower Registration Agreement ("Agreement") is entered into between you ("you" or "Borrower") and GreenNote, Inc. ("we", "us", or "GreenNote"). These terms should be read carefully before you agree as they affect your rights and obligations.

IMPORTANT DISCLAIMERS:

GREENNOTE DOES NOT PROVIDE FINANCIAL, TAX OR LEGAL ADVICE.
STANDARDIZED LOAN DOCUMENTS AND OTHER SAMPLE AGREEMENTS (INCLUDING PROMISSORY NOTES) MADE AVAILABLE BY GREENNOTE MAY NOT BE ENFORCEABLE OR COMPLIANT WITH APPLICABLE LAW IN EVERY JURISDICTION WHERE THEY MAY BE USED. YOU AND YOUR LENDERS ARE SOLELY RESPONSIBLE FOR YOUR USE OF ANY SUCH MATERIALS AND COMPLIANCE WITH APPLICABLE LAWS.
IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, ANY INFORMATION OR MATERIALS THAT GREENNOTE MAKES AVAILABLE TO YOU, OR YOUR USE OF THE GREENNOTE SERVICE, PLEASE SEEK THE ADVICE OF A QUALIFIED PROFESSIONAL.
GREENNOTE DOES NOT GUARANTEE THAT YOU WILL RECEIVE A LOAN AS A RESULT OF ENTERING THIS AGREEMENT OR CREATING A PROFILE.

1. Registration

2. Eligibility

You represent that you:

do not currently have another open Profile with GreenNote;
are at least eighteen (18) years of age (or the age of majority in your jurisdiction, as applicable);
are currently, or plan to be within six (6) months after the date you enter this Agreement, enrolled in a post-secondary educational program in the United States;
do not currently have a status, or anticipate having a status at the time of entering any Promissory Note or of the disbursement of the funds, that would prevent you from repaying any Loans you obtain through GreenNote as they become due.

If you are unable to make any of the preceding representations, you may not enter this Agreement or attempt to create a Profile.

3. Profile and Pledge Drives

Your Profile will serve as a solicitation by you, directed to Lenders, for one or more educational Loans to fund a Pledge Drive. You are strongly discouraged from including any personally identifying information in your Profile, including your legal name, address, phone number, email address(es), Social Security Number or driver's license number, or your bank or credit information in your Profile. Profiles that include this information or portions of Profiles containing such information are subject to immediate removal by us without notice. You understand that your Profile will include any text, pictures and other content that you choose to upload and publish to your Profile.

You understand that GreenNote may verify your information including, but not limited to, your identity and residence and any other information you provide (or omit when requested to provide) in connection with your registration as a borrower and your solicitation and repayment of Loan funds, which authorization you grant further below and in any separate agreement or consent you may enter with GreenNote. As required under the Terms of Use, you agree to maintain and promptly update your registration information and to promptly notify us of any change in your information.

You may create and maintain only ONE Profile for the period of time when you are soliciting funds for your Loans (such period of time, a "Pledge Drive"). Your Profile will be displayed on the GreenNote Site while your Pledge Drive is active for viewing by Lenders. The Pledge Drive may continue for an initial period specified by you not to exceed one hundred fifty (150) days. However, you may close (end) or cancel your Pledge Drive at any time before its scheduled end. Upon the closure of your Pledge Drive, access to your Profile will be limited to only those Lenders whom you have approved to participate in your Loan funding.

You understand that by indicating during registration, or through your account settings on the Site, to make your Profile accessible to the GreenNote Network, you are consenting to make your Profile available to be accessed by Lenders that are not personally known by you.

4. Information Verification

GreenNote will attempt to verify your identity based on the information you furnish to GreenNote and information collected from third parties you authorize us to contact under this Agreement or under a separate agreement or consent with GreenNote. GreenNote will also attempt to verify your enrollment status at the educational institution you designate and your need for educational funds. If either of these processes fails, GreenNote reserves the right to cancel your Pledge Drive and remove your Profile immediately, as further set forth in this Agreement.

GreenNote reserves the right to verify the accuracy of all information provided by you in connection with your Profile and registration. GreenNote also reserves the right to determine in its reasonable discretion whether you are using, or have used, the Site or the Service in violation of any applicable law, including for purposes of fraud or deception. We may conduct this review at any time before, during or after the creation of a Profile, or before or after the funding of a Loan. You agree to promptly furnish such information as GreenNote may reasonably request for verification purposes in connection with your Profile, GreenNote account, or registration.

In the event GreenNote determines that your Profile contains inaccurate information or otherwise is in violation of this Agreement or the Terms of Use, GreenNote may refuse to publish the Profile or, if the Profile has already been posted, immediately remove or alter part or all of the Profile.

GreenNote may at any time and in its sole discretion delay funding of a Loan in order to verify the accuracy of information provided by you or the Lender for the Loan. GreenNote may proceed or decline to proceed with servicing a Loan, depending on the results of its review. If GreenNote declines to service the Loan due to our review of your information, your Profile will be removed from the platform and each Lender's pledged funds will be returned to the Lender(s). In the event we choose to not service Loans to you for such reason, we will notify you and all pledging Lender(s) for your Profile of our determination to cancel the Loan(s).

GreenNote cannot and does not guarantee that it will obtain satisfactory verification results.

You hereby authorize any school that you attend or are scheduled to attend to release to GreenNote or its agents any requested information pertinent to any Loan which you have entered or are seeking to enter, including but not limited to enrollment status and need for financial aid.

5. Prohibited Activities

You agree that you will not (i) make any false, misleading or deceptive statements or omissions in your Profile, in any other postings to the Site, or in any communications to GreenNote or Lenders; (ii) misrepresent your identity, or describe, present or portray yourself as a person other than yourself, whether in a narrative description or a photo in your Profile, or by other means; (iii) give to or receive from, or offer or agree to give to or receive from any other person any fee, bonus, additional interest, kickback or other thing of value of any kind in exchange for such person's pledge, offer or agreement to pledge or fund your loan; (iv) represent yourself to any person as being a representative, employee, or agent of GreenNote, or purport to speak to any person on behalf of GreenNote; or (v) misrepresent your academic situation (school, degree pursued, cost of attendance, etc.) in your Profile or in any other communications to GreenNote or Lenders. Further, you are strictly prohibited from posting or otherwise transmitting through the Site or to GreenNote or any Lenders any content that is offensive or otherwise objectionable, including without limitation any obscene, sexually explicit, hateful, discriminatory, defamatory, or inflammatory content. The determination of objectionable material shall be at the sole discretion of GreenNote.

Any violations of these prohibitions may warrant GreenNote to cancel your in process Loan and remove your access to the system immediately without prior notice at our sole discretion.

6. Qualifying Expenses; Loan Limits

You agree that any Loan you obtain or for which you solicit through GreenNote may be used only for qualifying educational expenses. You may not use GreenNote to obtain, or attempt to obtain, a Loan for someone other than yourself, however a parent or legal guardian may choose to create a Pledge Drive on behalf of a student. The aggregate value of all Loans you receive or for which you solicit through GreenNote in a single Profile may not exceed the total amount of the anticipated qualifying expenses for your upcoming or current academic year at your academic institution, as determined by GreenNote, less other financial aid you have received or will be receiving for such academic year, as verified and defined by your school, subject to a minimum aggregate Loan amount of one thousand US dollars ($1,000). GreenNote may impose additional limits on the aggregate amount you may borrow or seek to borrow through GreenNote, in its sole discretion, except where prohibited by law.

7. Binding Obligation

By creating your Profile, you are authorizing and engaging GreenNote to facilitate one or more Loans for you from Lenders you select who have pledged to provide such Loans to you, in accordance with this Agreement and any other agreement you have entered or may enter with GreenNote or such Lenders. Once you have received pledges for Loans totaling an aggregate amount of at least one thousand US dollars ($1,000), you may enter a promissory note with each Lender you have selected ("Promissory Note"). Alternatively, you may choose to leave your pledge drive open until its expiration to raise more than the minimum loan amount and then sign your Promissory Notes at this time. Each Promissory Note will constitute a binding contract between you and a Lender for your Loan with such Lender. The interest rate, timing of payments, and other borrowing terms will be as set forth in each such Promissory Note. GreenNote will undertake activities to assist in the execution of your Loans, including verifying your need for the Loan and enrollment with your stated Qualifying Institution.

8. Authorization for GreenNote to modify promissory note(s)

I authorize GreenNote to modify the loan amount on my promissory notes based on specific circumstances. In the event that a lender does not fund their entire pledge amount, I authorize GreenNote to modify the amount of the promissory note to reflect an obligation of the lender's actual funding amount. In the event that my school does not qualify me to receive the amount of funds that I have raised through my funded pledge drive, I authorize GreenNote to reduce the amounts of my loan(s) to match the amount that will be accepted by my school. I further authorize GreenNote to add or delete lenders as necessary from my promissory note(s) based on their willingness or inability to participate in the loan funding process.

9. Disbursement of funds

If your designated educational institution has certified your enrollment and need to GreenNote, we will disburse your Loan funds directly to that institution based on the schools instructions. In the event your educational institution does not certify your enrollment to GreenNote, but your identity has been verified, GreenNote may choose to disburse funds directly to you at your address of record.

10. Loan Payments

You agree that GreenNote will be the master loan servicer for all Loans you obtain through GreenNote. As such, all communications regarding your Loan(s) must be made to GreenNote.
You agree to make all Loan payments to GreenNote's administered collection account in accordance with the repayment schedule set forth in your Promissory Note(s), and authorize GreenNote to withdraw the minimum amount for each payment period (or such larger amount as you may specify) via automatic withdrawals from the bank account you have designated to GreenNote for such purposes. You must be the owner of such bank account, with authority to direct that loan payments be made from the account. In addition, you may supplement your payment by automatic withdrawal by sending a check drawn on your designated banking account and payable to GreenNote, Inc. You acknowledge and agree that as a condition of receiving a Loan, you must provide GreenNote with appropriate authorization to facilitate the repayment of your Loan via automatic debits from your designated bank account. GreenNote reserves the right to assess a nominal fee for the processing of physical checks.
Except where prohibited by law, you agree to pay to GreenNote a fee in the event a scheduled Loan payment fails due to insufficient funds in your designated bank account or if your designated bank account otherwise rejects a payment or is unavailable for payments to GreenNote (such as if your bank account is closed or suspended, or if you have changed your account without notifying GreenNote at least ten (10) business days before the scheduled date of the failed withdrawal) ("NSF Fee"). The NSF Fee is $15 per occurrence.
Electronic Funds Transfer (EFT) Disclosure

GreenNote will effect electronic fund transfers (EFTs) via the Automated Clearing House (ACH) system. Such transfers may include debits and credits, including recurrent and preauthorized periodic transactions, to your bank accounts consistent with the Electronic Fund Transfer Act, 15 U.S.C. §1693 et seq. (EFTA), Regulation E, and the Electronic Signatures in Global and National Commerce Act of 2000, 15. U.S.C. §7001 et seq. (E-Sign).

You acknowledge and agree to adhere to the following:
1. Scheduled EFTs are limited to one per month (standard loan payment)
2. There is a three (3) business day clearing period for all EFTs
3. The dollar amount of each EFT is limited to no more than $1,000.00
4. You may stop payment of a preauthorized EFT by notifying us at least three (3) business days prior to a scheduled transfer, pursuant to our established procedures to initiate such stoppages
5. You may receive documentation of EFTs electronically
6. We shall not be responsible for late or missed payments due to your provision of incorrect bank account or other relevant information to GreenNote, your failure to timely notify GreenNote of updates to your information, or for payments made in incorrect amounts resulting from your error or omission.
7. You shall immediately notify us of any changes to your designated bank account information. We will make commercially reasonable efforts to ensure payments are made accurately, but we will not be responsible for any costs or liabilities incurred by Lender(s) or Borrower resulting from inaccurate or outdated bank account information.
You authorize GreenNote to validate the authenticity of the bank accounts you designate to GreenNote, and agree to provide such additional written authorization as may be required by your bank. In case of insufficient funds, you will receive prompt notification and thereafter we will attempt to present your payment for a second time (along with the NSF Fee and any late charge, as applicable and unless prohibited by applicable law) according to the schedule set forth in that communication and absent timely objection by the Borrower. If, upon second presentment, the account still does not contain enough funds to cover the original request plus the NSF Fee and any applicable late charge, you will receive notification that your Loans are delinquent and the Lenders of your Loans will be notified of your inability to pay the authorized amount.

You acknowledge that we are not responsible for any problems or delays in the ACH, EFT or banking systems or for other problems or delays beyond our control. We will not be responsible for any costs or liabilities incurred by you resulting from delays beyond the time periods ordinarily required for funds clearance or to otherwise complete an ACH or EFT transaction. In the event we initiate an EFT from your bank account and are subsequently unable to collect those funds for any reason (including, without limitation, insufficient funds or fraud), the payment will be reversed. You agree to execute an authorization for any such reversal consistent with the EFTA and customary and prevailing ACH rules. We further reserve the right to use any and all other legal rights and remedies to recover amounts not collected via reversal of the payment as well as to recover other fees paid or losses incurred by us resulting from the reversed transaction.
Error Resolution. GreenNote provides the following error-resolution notice in compliance with the Federal Reserve's Regulation E, which governs electronic fund transfers (EFTs). Since you have selected EFTs in conjunction with your Loan transaction, the Federal Reserve requires that you be given initial and annual notices of your rights regarding error resolution procedures involving your account and any EFTs relating to it which you believe may have been made incorrectly or contain an error. Timeframes noted below are therefore the maximum periods allowed. Please retain this notice for your records and future reference.

    Notice Regarding EFT Errors

    In case of errors surrounding your electronic transfers:
1. E-mail info@greennote.com or
2. Call (866) 711-5620 or
3. Write to GreenNote Inc., 10850 Gold Center Dr., Suite 100, Rancho Cordova, CA 95670
If you contact us regarding an error, you are required to describe the error or the transfer you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information. Please do NOT include sensitive information such as complete bank account or social security numbers if you wish to contact us via e-mail. If you need to send confidential communications or sensitive information electronically, please log in to your GreenNote account through the Site and use the contact feature to send a message to GreenNote Customer Care. GreenNote is not responsible for any loss or unauthorized interception of information you send to GreenNote while in transit. If you contact us via telephone, we may require that you also send us your complaint or question in writing (including via e-mail or on our secure website) within ten (10) business days.

We will attempt to determine whether an error occurred within ten (10) business days after we receive your complaint or question in writing, and will correct any error promptly. If we need more time, however, we may take up to forty five (45) days to investigate your complaint or question. If we decide to pursue such an investigation, we may credit your bank account within ten (10) business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. Such credits will be discretionary and made in good faith. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not credit your bank account. We will tell you the results within three (3) business days after completing our investigation. If we decide that there was no error, we will send you a written explanation (including via e-mail or as a message in your online account on our secure website). You may request copies or summations of documents and information used in our investigation. However, you are advised that given GreenNote's largely automated business methods and processes, our investigation may be conducted primarily or entirely by electronic means.
Your Loan payments will commence in accordance with the schedule set forth in your Promissory Notes. You agree to notify GreenNote in its capacity as master servicer of your Loans of any change in your enrollment status at your designated Qualifying Institution that would accelerate the entrance of your Loan onto repayment status (such as your temporary or permanent withdrawal from enrollment or any changes to your plans for future enrollment).
In the event the minimum payment on your Loans is not received by the due date, you agree that GreenNote may take all prudent actions under applicable laws to collect your past due payments on behalf of your lender(s) including, but not limited to, such actions as contacting agencies specializing in the collection of consumer installment loan receivables. GreenNote may apply a late payment fee on behalf of your lender(s) for each occurrence up to the statutory limit applicable for the state of residence as evidenced on your promissory note.

You agree to notify GreenNote if you have filed for protection under the federal bankruptcy laws, or have become the subject of an involuntary bankruptcy petition. In this instance, no further automated electronic fund transfers or bank drafts for Loan payments will be initiated, and any collection activity on the account will cease. If requested by the bankruptcy court, GreenNote will file a proof of claim with the bankruptcy court in the amount of the total aggregate outstanding balance owed on your Loan as of the date the bankruptcy petition is filed. GreenNote will forward any amounts received on a Loan in bankruptcy to your respective Lender(s) on a pro rata basis.

11. Reporting of Delinquency; Credit Reports

Credit Reporting. GreenNote reserves the right to report payments including failed and/or late payments to a credit reporting agency as appropriate and permitted and allowed by law. At its discretion GreenNote may choose which credit reporting agencies to which GreenNote will make such reports.
Dispute of reported credit information. You may dispute an entry on your credit report from a GreenNote account by notifying us either by physical mail or electronic mail. You shall provide the following information as part of any dispute: 1) borrower's name and 2) a brief description of the disputed information.

Upon receipt of a notice of dispute, GreenNote will conduct an investigation and make a determination of the status of the disputed information within three (3) business days of receipt of the notice of dispute. The determination shall be one of the following three options:
1. the dispute is frivolous and/or irrelevant and the information provided is accurate;
2. the disputed information is inaccurate; or
3. more information is necessary to make a final determination regarding the disputed information;
Once a determination has been made regarding the disputed information, GreenNote will notify you within five (5) business days of the receipt of notice of dispute as to the determination regarding the disputed information. If GreenNote determines that the disputed information is inaccurate, GreenNote shall notify all applicable credit reporting agencies to which GreenNote provided inaccurate information and request that they delete or modify the information as appropriate.
Use of Credit Report Information. You agree to allow GreenNote to access your credit report for our own use in connection with this Agreement. Under the Fair Credit Reporting Act 15 U.S.C. 1681(b), GreenNote has permissible purpose for obtaining credit reports as a loan servicer and a legitimate business need for such credit reports. GreenNote will not disclose the contents of a credit report we obtain from a credit reporting agency to any third party except as required by law.

12. GreenNote's Compensation

When your Loans are fulfilled, GreenNote will withhold from the disbursement proceeds of your Loans a documentation and service fee to compensate us for our servicing of your Loans and to reimburse us for our expenses ("Service Fee"). The Service Fee for each Pledge Drive is forty-nine US dollars ($49) or 2% of the aggregate amount of Loan proceeds received from your Lenders, whichever is greater. This fee will be deducted from the Loan amounts we receive from your Lenders, so that the amounts delivered to you or your Qualifying Institution will be less than the full amount of your Loans. GreenNote does not charge a Service Fee if your Loan is not funded.

13. Indemnification

You agree to indemnify and hold harmless GreenNote, its affiliates, independent contractors and service providers, and each of their directors, officers, employees and agents ("GreenNote Parties") from and against any third party claim, suit, investigation, action, proceeding, arbitration or hearing ("Claim") and all costs, damages, losses, judgments, expenses (including reasonable attorney fees), obligations and liabilities of every kind and nature arising out of any actual or threatened Claim arising out of your violation of applicable laws or your breach of this Agreement or any other agreement you may have with GreenNote or a Lender. As used in this Agreement, the term "GreenNote Parties" does not include any Lender.

14. No Warranties; Disclaimer

EXCEPT FOR THE REPRESENTATIONS CONTAINED IN THIS AGREEMENT, GREENNOTE DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The foregoing disclaimers are in addition to, and not in lieu of, any other disclaimers of GreenNote as set forth in the Terms of Use and any other agreement GreenNote may have with you.

15. Limitation on Liability

IN NO EVENT SHALL ANY OF THE GREENNOTE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR (a) DAMAGES CAUSED OTHER THAN BY GREENNOTE'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FAILURE TO COMPLY WITH APPLICABLE LAW, OR (b) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOST PROFITS, DISCLOSURE OF CONFIDENTIAL INFORMATION, OR LOSS OF PRIVACY), ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF A GREENNOTE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL ANY GREENNOTE PARTY BE LIABLE TO YOU OR TO ANY THIRD PARTY AS A RESULT OF ANY ACT OR OMISSION OF A LENDER.

16. Miscellaneous

Assignment. GreenNote may freely assign part or all of its rights and obligations under this Agreement in its sole discretion. You may not assign, transfer, sublicense or otherwise delegate your rights or obligations under this Agreement without GreenNote's prior written consent. Any attempted assignment, transfer, sublicense or delegation in violation of the foregoing restriction shall be null and void. Subject to the foregoing restriction, this Agreement will inure to the benefit of you and GreenNote, and each of our respective successors and assigns.
Notices. Except as otherwise required by law, all notices and other communications to you in connection with this Agreement may be given to you (i) by email, to your registered email address, and shall be deemed to have been duly given and effective upon transmission, or (ii) in writing, to your registered mailing address. If your registered email address or mailing address changes, you must notify by sending an email to info@greennote.com except if other notice or communication methods are specified in this Agreement or another agreement between you and GreenNote, you may provide notices and other communications to us by sending an email to info@greennote.com or writing to GreenNote Inc., Attn: Customer Care, 10850 Gold Center Dr., Suite 100, Rancho Cordova, CA 95670.
Governing Law; Venue. This Agreement and any dispute between you and us in connection with the services we provide under this Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to that state's conflicts of laws rules. Wherever applicable and after exhaustion of administrative remedies specifically designated in this Agreement, judicial actions taken relative to this Agreement shall be brought in a court of competent jurisdiction, either state or federal, within the State of California.
Mandatory Arbitration; Limit on Time to Bring Claims. You and GreenNote agree that all disputes and claims arising out of this Agreement (including in connection with the services we provide under this Agreement) will constitute disputes and claims arising out of the Service, and therefore subject to the mandatory arbitration clause under the Terms of Use. Further, in no event shall any claim, action or proceeding by you related in any way to this Agreement (including in connection with the services we provide under this Agreement) be instituted more than three (3) years after the cause of action arose.
Waiver; Severability. Any waiver of a breach of any 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 any part of this Agreement is determined to be invalid or unenforceable under applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.

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LENDER REGISTRATION AGREEMENT

This Lender Registration Agreement is made and entered into between you ("you" or "Lender") and GreenNote, Inc. ("GreenNote", "Us", or "We").

I AGREE TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY OTHER THAN YOURSELF, YOU ARE AGREEING TO THE FOLLOWING TERMS AND CONDITIONS ON BEHALF OF SUCH COMPANY OR OTHER ENTITY, AND ANY REFERENCES TO YOU SHALL MEAN SUCH COMPANY OR OTHER ENTITY FOR WHICH YOU ARE SIGNING THIS AGREEMENT.

BY ARRANGING TO MAKE A LOAN THROUGH THE USE OF THIS WEBSITE, EACH LENDER REPRESENTS AND WARRANTS THAT IT HAS NOT EXTENDED CREDIT MORE THAN 25 TIMES (OR MORE THAN 5 TIMES FOR TRANSACTIONS SECURED BY A DWELLING) IN THE PRECEDING CALENDAR YEAR, OR IN THE CURRENT CALENDAR YEAR THROUGH THE DATE SUCH LOAN IS MADE.

IMPORTANT DISCLAIMERS:

GREENNOTE DOES NOT PROVIDE FINANCIAL, TAX OR LEGAL ADVICE.
STANDARDIZED LOAN DOCUMENTS AND OTHER SAMPLE AGREEMENTS (INCLUDING PROMISSORY NOTES) MADE AVAILABLE BY GREENNOTE MAY NOT BE ENFORCEABLE OR COMPLIANT WITH APPLICABLE LAW IN EVERY JURISDICTION WHERE THEY MAY BE USED. YOU AND THE BORROWERS TO WHICH YOU LEND ARE SOLELY RESPONSIBLE FOR YOUR USE OF ANY SUCH MATERIALS AND COMPLIANCE WITH APPLICABLE LAWS.
IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, ANY INFORMATION OR MATERIALS THAT GREENNOTE MAKES AVAILABLE TO YOU, OR YOUR USE OF THE GREENNOTE SERVICE, PLEASE SEEK THE ADVICE OF A QUALIFIED PROFESSIONAL.
GREENNOTE DOES NOT GUARANTEE THAT YOU WILL RECEIVE ANY RATE OF RETURN OR ANY MINIMUM AMOUNT OF PRINCIPAL OR INTEREST ON ANY LOAN, OR THAT A BORROWER WILL NOT DEFAULT ON ANY AMOUNTS OWED TO YOU. THE AMOUNTS YOU RECEIVE ON YOUR LOANS WILL DEPEND ON BORROWERS' PAYMENT PERFORMANCE UNDER YOUR PROMISSORY NOTES WITH THEM. BORROWERS MAY DEFAULT ON YOUR LOANS, AND SUCH DEFAULTS MAY NEGATIVELY AFFECT THE AMOUNT OF PRINCIPAL AND INTEREST YOU RECEIVE ON YOUR LOAN(S).
LOANS YOU MAKE THROUGH GREENNOTE ARE NOT SECURED BY ANY COLLATERAL, AND THUS YOUR RIGHT TO COLLECT ON AMOUNTS OWED TO YOU MAY BE SECONDARY TO THE RIGHTS OF OTHER CREDITORS.

1. Registration as a Lender

You are registering to use the GreenNote microfinance and social networking service ("Service") through the GreenNote website at loans.greennote.com or www.greennote.com (together with any successor or replacement website, the "Site") for purposes of offering to lend ("Pledging") and lending funds to borrowers for their personal educational purposes ("Lending"). Registering for the Service enables you to view the personal profiles ("Profiles") of potential borrowers seeking educational loans ("Loans") on the Site and utilize other Lender-related Services. In addition to this Agreement, your use of the Site and the Service is subject to the Terms of Use and any other GreenNote policies as may be posted on the Site, as may be amended from time to time by GreenNote at its discretion. In the event of any conflict or inconsistency between the Terms of Use and this Agreement, the terms of this Agreement will control.

During the registration process, GreenNote will take steps to validate your identity and other information you provide to GreenNote, such as the bank account you designate. As such, we will request personal information from you that will be validated by a third party service based on public records. GreenNote will also validate the ownership of your bank account by making two (2) small deposits and/or withdrawals in amount less than $0.99. You will be required to visit the GreenNote platform to enter the amounts of both deposits and/or withdrawals to validate that the bank account you have entered is actually yours. You authorize GreenNote to make such deposits and/or withdrawals against into the bank account you designate.

As required under the Terms of Use, you agree to maintain and promptly update your registration information through the Site (including your bank account information). Once initially registered, your Lender dashboard page provides you with a location on the GreenNote platform to maintain all of your personal and account information.

GreenNote reserves the right to verify the accuracy of all information provided by you. GreenNote also reserves the right to determine, in its reasonable discretion, whether you are using, or have used, the Site or the Service illegally or in violation of any applicable law, including for purposes of fraud or deception, or otherwise in a manner inconsistent with the Terms of Use, this Agreement or any other agreement between you and GreenNote. GreenNote may conduct its review of your use of the Site or Service at any time. You agree to promptly furnish such information as GreenNote may reasonably request in connection with your offers to provide a Loan (as further defined below, "Pledges"), GreenNote account, your registration or Loans.

In the event GreenNote reasonably determines that your Pledge contains inaccurate information or otherwise is in violation of this Agreement or the Terms of Use, GreenNote may refuse to publish or recognize your Pledge or, if the Pledge has already been posted, remove or alter part or all of the listing or cancel your Pledge.

GreenNote may, at any time and in its sole discretion, delay the collection and/or disbursement of your Loan in order to verify the accuracy of information provided by you and the intended borrower, and to determine whether there are any irregularities with respect to such information. GreenNote may proceed or decline to proceed with servicing your Loan depending on the results of its review. If GreenNote declines to service your Loan due to our review of your information or the information of the intended borrower, your Pledge will be cancelled and your funds will be returned to you to your designated bank account.

GreenNote may in its sole discretion suspend or terminate your registration immediately and without notice upon our reasonable determination that you committed fraud or made a material misrepresentation in connection with a Pledge, committed any unlawful act or omission, or otherwise failed to abide by the terms of this Agreement or the Terms of Use. In no event shall We be liable to you or to any third party in the event GreenNote terminates or disables your registration or access to the Site or the Service for any reason. Upon termination of your registration with GreenNote, any outstanding Pledges you have made on the platform shall terminate and any outstanding Loans you have made shall remain in full force and effect in accordance with their terms.

2. Pledging and Fulfilling Pledges

Upon proper registration, you will be able to view the Profiles of potential borrowers for periods of time during which they are soliciting Loan funds (such period of time, a "Pledge Drive"), and who have either invited you directly to view their Profile or have opted to have their Profiles open to be viewed generally by registered lenders on the GreenNote Network. You will then be allowed to Pledge to fund a Loan for a specific borrower. A Pledge is an offer by you to provide a Loan to a borrower, in an amount and pursuant to the terms of your offer. When the funds you have Pledged are actually disbursed to the borrower or educational institution on the borrower's behalf, your Promissory Note with the borrower will constitute a binding obligation on the borrower to repay the Loan to you, provided that certain conditions are met. These conditions are 1) the borrower's identity, eligibility for the Loan, and compliance with applicable GreenNote agreements and policies can be adequately verified by GreenNote and 2) the borrower collects enough Pledges to meet the minimum aggregate Loan amount requirement as established by GreenNote (currently, one thousand US dollars ($1,000)).

At the time you Pledge and until the Pledge funds are paid by you or the Pledge is cancelled, you agree to have sufficient funds available in your designated bank account (or, as applicable, sufficient available credit on your designated credit card) to cover the full amount of your Pledge. You will have three (3) options for how your Pledge may be funded: 1) automated clearinghouse transfer ("ACH Debit"), 2) credit card, and 3) bank draft. To choose ACH Debit as your option, at the time you register as a Lender you must provide your bank account information as well as an appropriate authorization to facilitate the payment and receipt of electronic transfers of funds. Your Pledged Loan funds will be placed into a bank account designated by GreenNote and maintained for the benefit of the borrower(s). You will not be entitled to earn interest on these funds while the funds are awaiting disbursement to the borrower's school or the borrower, or before the funds are returned to you (such as in the event of a cancelled Pledge or Loan). If a borrower's Loan is not disbursed for any reason, the funds you have paid to GreenNote will be promptly returned to you to the account from which the funds were withdrawn. While you may cancel your Pledge at any time prior to the funding of that Loan, please keep in mind that students are counting on you to fulfill your Pledge commitments.

3. Prohibition on Discrimination

YOU AGREE THAT YOU WILL NOT DISCRIMINATE AGAINST ANY BORROWER OR POTENTIAL BORROWER ON THE BASIS OF RACE, COLOR, RELIGION, CREED, NATIONAL ORIGIN, SEX, MARITAL STATUS, AGE, DISABILITY, PARENTAL STATUS, SEXUAL ORIENTATION, RECEIPT OF PUBLIC ASSISTANCE, MILITARY STATUS, OR ANY OTHER BASIS PROHIBITED BY FEDERAL, STATE OR LOCAL LAW, INCLUDING WITHOUT LIMITATION THE EQUAL CREDIT OPPORTUNITY ACT.

4. Limitations on Pledges and Loans

As a Lender, you may Pledge up to the entire amount of the Loan being requested, or may Pledge a lesser amount, subject to a minimum of one hundred US dollars ($100) per Loan. The aggregate amount of all of your funded Loans must not exceed two hundred thousand ($200,000) if you are an individual or one million ($1,000,000) if you are an institution or foundation.

The interest rate, timing of repayment, and other borrowing terms will be as set forth in the Promissory Note you enter with the borrower.

5. Loan Servicing

You agree that GreenNote will be the sole provider of loan servicing for all Loans you make to borrowers through GreenNote. As such, all communications regarding your Loan(s) must be made to GreenNote. GreenNote may utilize subcontractors or other third parties to perform some or all of the Services.

Other than late charges, GreenNote shall be entitled to retain any and all fees and charges paid by a borrower to GreenNote in connection with a Loan made by you to such borrower.

GreenNote will service your Loan(s) in accordance with their terms and provisions, applicable law and the terms and conditions of this Agreement. You may waive a portion or all of the principal, interest, late charges, or any combination of such principal, interest, and late charges, at any time before the full repayment of the Loan. You understand that there may be tax or other legal consequences to you, the borrower, or others if you choose to forgive or forgo any amounts otherwise due to you (including principal or interest). As between you and GreenNote, you are solely responsible for such consequences arising from your waiver of any amounts due to you in connection with this Agreement or any Promissory Note.

6. Servicing Compensation

As compensation for servicing your Loans, you agree to pay GreenNote a servicing fee of one-twelfth of one percent (1/12%) of the outstanding principal balance outstanding at the beginning of each month of each of your Loans, commencing upon GreenNote's disbursement of each Loan ("Servicing Fee"). To pay the Servicing Fee, you authorize GreenNote to retain the amount of the Servicing Fee from the amounts payable to you for borrowers' repayment of their Loans with you.

During any deferral period during which a borrower is not required to make any Loan payments, this Servicing Fee shall accrue to GreenNote. When a Loan enters repayment, this accrued amount will be reclaimed by GreenNote on an accelerated basis over the first twelve (12) months of loan repayment from the amounts payable to you for the Loan In the event that a borrower prepays principal on a Loan, GreenNote will accelerate its reclamation of the accrued Servicing Fee.

7. Repayment of Loans

You understand that borrowers may make Loan payments by automated withdrawals directly from the borrower's designated account, or by bank drafts drawn on the account, into a bank account designated by GreenNote and maintained for the benefit of GreenNote Lenders (the "Servicing Account"). Loan payments made in any other manner will be deposited into the Servicing Account upon receipt by GreenNote. No interest will accrue to you on funds in the Servicing Account. You agree to provide GreenNote with such bank account information and authorization as necessary to enable GreenNote to make automated transfers of funds directly from the Servicing Account into your designated bank account. All principal, interest and late charge amounts received by GreenNote, excluding any fees charged by GreenNote to borrowers (including fees incurred as a result of failed automated loan payments) and less our Servicing Fee deducted from each Loan payment to you, will be sent via automated transfer from the Servicing Account into your designated bank account initiated within three (3) business days after such funds become available in the Servicing Account for payment to you (i.e., once the payment transaction from the borrower clears). GreenNote will maintain electronic records of loan disbursements and borrowers' payments. If the amount payable by GreenNote to you does not exceed ten US dollars ($10), GreenNote will retain the amount payable to you in the Servicing Account until the amount payable by GreenNote to you exceeds $10. GreenNote, and therefore you, will not earn interest on these funds. You acknowledge and agree that GreenNote shall have no obligation to pay you in connection with your Loans unless and until GreenNote receives payment from the borrowers of such Loans.

GreenNote will administer your Lender account and provide you with monthly statements in electronic format on your Lender dashboard reflecting payments received on your Loans, itemizing any fees or charges incurred by your borrowers, and our Servicing Fees.

8. Collection of Delinquent Loans

In the event the minimum payment on your Loans is not received from the borrower by the due date, you agree that GreenNote may take all prudent actions under applicable laws to collect past due payments due to you including, but not limited to, such actions as contacting agencies specializing in the collection of consumer installment loan receivables. GreenNote may apply a late payment fee on behalf of your lender(s) for each occurrence up to the statutory limit applicable for the borrower's state of residence as evidenced on the promissory note.

9. Restrictions on Use

Except as provided in Section 10 below, you are not authorized or permitted to use GreenNote to Pledge or fund Loans on behalf of someone other than yourself. You must be the owner of the bank account you designate for electronic transfers of funds, with sole authority to direct that funds be transferred to or from the account. GreenNote may in its sole discretion, with or without cause and with or without notice, restrict your access to the GreenNote Site.

10. Authority

You represent that (a) you have the legal competence, power and authority to execute and perform this agreement, (b) if you are a corporation, partnership, limited liability company or other entity ("institution"), the execution and performance of this Agreement will not violate any provision in the institution's charter documents, by-laws, indenture of trust or partnership agreement, or other constituent agreement or instrument governing the formation or administration of your institution; and (c) the execution and performance of this Agreement will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking to which you are a party or by which you are bound.

11. Prohibited Activities

You agree that you will not do the following:

Represent yourself to any person, as being a representative, employee, or agent of GreenNote, or purport to speak to any person on behalf of GreenNote;
Charge from or give to, or attempt to charge from or give to, any GreenNote borrower or other person any fee in exchange for your agreement to pledge, or propose or agree to accept any fee, bonus, additional interest, kickback or thing of value of any kind, in exchange for your agreement to pledge or fund a loan;
Take any action on your own to collect, or attempt to collect, any amount from any borrower, or engage in any activities that require a license as a loan servicer, debt collector, or credit counselor, including but not limited to collection calls or correspondence, and receipt of payments, with regard to any loan;
Bring a lawsuit or other legal proceeding against any borrower to collect on any or your Loans;
Contact borrowers regarding any of your Loans without GreenNote's or the borrower's consent;
Contact any collection agency or law firm to which your Loan has been referred for collection regarding such Loan;
Violate any applicable federal, state or local laws, including but not limited to, the Equal Credit Opportunity Act and other fair lending laws, Truth in Lending Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, Federal Trade Commission Act, federal or state consumer privacy laws, state usury or loan fee laws, state licensing laws, or state unfair and deceptive trade practices laws.

12. Indemnification

In addition to your indemnification obligations set forth in GreenNote's Terms of Use, you agree to indemnify, defend, protect and hold harmless GreenNote, its affiliates, independent contractors and service providers, and each of their officers, directors, employees and agents ("GreenNote Parties") from and against any third party claim, suit, investigation, action, proceeding, arbitration or hearing ("Claim") and all liabilities, costs, damages, losses, judgments, obligations and expenses (including reasonable attorney fees) of every kind and nature arising out of any actual or threatened Claim arising out of your violation of applicable laws or your breach of this Agreement or any other agreement you may have with GreenNote or a borrower or lender. As used in this Agreement, the term "GreenNote Parties" does not include any borrower or lender. The foregoing obligation to indemnify shall survive termination of this Agreement, regardless of the reason for termination.

13. No Warranties; Disclaimer

14. Limitation on Liability

IN NO EVENT SHALL ANY OF THE GREENNOTE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR (a) DAMAGES CAUSED OTHER THAN BY GREENNOTE'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR (b) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOST PROFITS, DISCLOSURE OF CONFIDENTIAL INFORMATION, OR LOSS OF PRIVACY), ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF A GREENNOTE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL ANY GREENNOTE PARTY BE LIABLE TO YOU OR TO ANY THIRD PARTY AS A RESULT OF ANY ACT OR OMISSION OF A LENDER.

15. Miscellaneous

Assignment. GreenNote may freely assign part or all of its rights and obligations under this Agreement in its sole discretion. You may not assign, transfer, sublicense or otherwise delegate your rights or obligations under this Agreement without our prior written consent. Any attempted assignment, transfer, sublicense or delegation in violation of the foregoing restriction shall be null and void. Subject to the foregoing restriction, this Assignment will inure to the benefit of you and GreenNote, and each of our respective successors and assigns.
Notices. Except as otherwise required by law, all notices and other communications to you in connection with this Agreement may be given to you (i) by email, to your registered email address, and shall be deemed to have been duly given and effective upon transmission, or (ii) in writing, to your registered mailing address. If your registered email address or mailing address changes, you must notify GreenNote by updating your Lender dashboard on the GreenNote Site or by sending an email to info@greennote.com or calling (866) 711-5620. Except if other notice or communication methods are specified in this Agreement or another agreement between you and GreenNote, you may provide notices and other communications to us by sending an email to info@greennote.com or writing to GreenNote Inc., Attn: Customer Care, 10850 Gold Center Dr., Suite 100, Rancho Cordova, CA 95670.
Governing Law; Venue. This Agreement and any dispute between you and us in connection with the services we provide under this Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to that state's conflicts of laws rules. Wherever applicable and after exhaustion of administrative remedies specifically designated in this Agreement, judicial actions taken relative to this Agreement shall be brought in a court of competent jurisdiction, either state or federal, within the State of California.
Mandatory Arbitration; Limit on Time to Bring Claims. You and GreenNote agree that all disputes and claims arising out of this Agreement (including in connection with the services we provide under this Agreement) will constitute disputes and claims arising out of the Service, and therefore subject to the mandatory arbitration clause under the Terms of Use. Further, in no event shall any claim, action or proceeding by you related in any way to this Agreement (including in connection with the services we provide under this Agreement) be instituted more than three (3) years after the cause of action arose.
Waiver; Severability. Any waiver of a breach of any 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 any part of this Agreement is determined to be invalid or unenforceable under applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.

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Last Updated: April 10, 2009