Weemba

LENDER AND BORROWER TERMS OF USE

EFFECTIVE DATE: January 18, 2012

PLEASE CAREFULLY REVIEW THESE LENDER AND BORROWER TERMS OF USE BEFORE REGISTERING IN THE WEBSITE EITHER AS A LENDER OR AS A BORROWER. YOU AGREE TO ACCEPT AND COMPLY WITH THESE LENDER AND BORROWER TERMS OF USE PRIOR TO YOUR REGISTRATION AS LENDER OR AS A BORROWER IN THE WEBSITE.

THE DISCLOSURES AND CONSENTS REQUIRED UNDER CERTAIN FEDERAL AND/OR STATE LAWS ARE DEEMED TO BE PROVIDED, RECEIVED AND AGREED TO BY YOUR USE OF THE WEBSITE.

These Lender and Borrower terms and conditions of use of the Website, as amended from time to time (the “Lender and Borrower Terms of Use”) govern each Lender’s and Borrower’s use of the Website and all Services that we may make available from time to time for the use of Lenders and/or Borrowers. Each time any Lender or Borrower (hereinafter “you” or a “Validated User”) logs onto the Website for any length of time, you acknowledge and we assume that you have read and agree to be bound by the Lender and Borrower Terms of Use then in effect.

The acceptance of these Lender and Borrower Terms of Use imply that, and by the acceptance of these Lender and Borrower Terms of Use is hereby ratified, that the Terms of Use , the Privacy Policies and the Forum Rules, have already been accepted and such acceptance is hereby ratified.

The Lender and Borrower Terms of Use complement, when applicable, and are part of, the Weemba Terms of Use. Capitalized terms used but not defined herein shall have the meaning set forth in the Weemba Terms of Use.

Registration as a Borrower. Weemba serves as a medium for its Community Members to describe their individual and business credit needs by registering as “Borrowers” and posting relevant information on the Website, including, without limitation, text, graphics, photos, videos linked from YouTube, and other materials (collectively, a “Loan Project”) that is viewable by anyone visiting the Website. A Loan Project will also contain information (the “Private Information”) that is not viewable by anyone until a Lender makes an Authorization Request (as hereinafter defined) and such Authorization request is accepted on an individual basis by the Borrower. Such Private Information includes mandatory and optional information provided by Borrowers. Borrowers are required to provide as Private Information their name, their Social Security Number or FEIN and “D&B” D-U-N-S Number, as applicable, drivers-license or other state-issued identification number, email, contact phone number and residential or business address (and any business Borrower is required to include mandatory information for its Legal Representative or agent, who must be an individual). At their option, Borrowers may also include additional Private Information such as tax returns, wage statements or other files containing contact or financial information. All information not designated as Private Information is public and viewable by any User on the Website and other third parties. Any Private Information you provide is strictly confidential and neither Weemba nor any Lender may share it with anybody except employees within that entity’s organization for the purpose of conducting due diligence on your Loan Project, (as hereinafter defined) and subject always to your express authorization of that Lender to see that information (for instance, if you authorize a Lender to request a credit report using your Private Information).

How We Validate Borrower Identity and Why We Do It. We’ve all heard stories about identity theft. It’s an unpleasant part of modern life, and as much as you hear about it on the news, it can be largely avoided. Part of avoiding identity theft involves simply protecting your information. At Weemba, we want to make sure, for your protection and that of the Lenders who will see your projects, that you are who you say you are.

• Email Account Validation. The first step is simple – validation of an email address that you register with us when you become a Community Member. The majority of websites that allow comments require it. When you give us your email address and create a Community ID and password, we send you a link to click so you come back to the site and log in. This is the most basic type of identity validation: proving that you have access to the email address you entered.
• Basic Information. Borrowers and Lenders must both go through far more identity validation than Community Members do. In all cases, we start validating basic information you provide us by submitting it to a third-party automated process. Your information that will be checked is your full name (first, middle, last, suffix), your date of birth, driver’s license number, Social Security number and address. Please be careful entering your information.
• Equifax Identity Verification Once your data is verified, you have to answer several random multiple-choice questions about yourself. These are provided by Equifax, which at the election of a Borrower also provides credit scores which can be attached to individual Loan Projects on Weemba prepared by that Borrower. If you’ve ever gotten a credit report online, you’ve seen this before. None of the questions or answers are stored by Weemba; they are simply used to verify information in your past. This is one more level to protect you against identity theft. Take your time and review your answers carefully before submitting. If you fail the “Equifax validation process,” you will not be able to register as a Borrower on Weemba unless you contact us and explain to our entire satisfaction why you failed. Please be aware that because we do contract this portion of our services to a third party, we cannot always guarantee that their system is functioning properly. If you believe you have provided all of your information correctly and cannot complete your registration, please contact us at support@weemba.com.
• Basic Business Borrower Information. At this point, business Borrowers also provide us some basic information about their business, and we verify that in the same way we verify personal identity: a quick search against databases.
• Bank Account Verification. After the foregoing is done, we may ask you to give us information about a bank account in your name. In such event, we will not use that account to charge you; there are no fees to Borrowers for using Weemba. All we may decide to do is transfer a small amount of money, between $0.01 and $3.00, to your account. That process may take a couple of days, usually no more than three. If done, you will see the money in the account, and then you have to come back to the Weemba website and report the proper amount. You will only have two chances to get this correct or your registration will be blocked. Don’t try to guess the amount! Once you have reported the amount correctly, you’re done with your registration as a Borrower!
• Authorized to Post. Borrowers who have duly registered are now welcome to post Loan Projects on the Website to be seen by our professional Lenders. Lenders must also go through a rigorous identification process so that we know the identity of the Lenders who may get access to your Private Information (only if you allow it, of course!). We know this may seem like a long registration process, but this is your Private Information we’re talking about! We want everyone who uses the Website to be safe and successful, and to keep Private Information secure. If you have any questions, please email us at support@weemba.com.

Borrower Anonymity. Weemba safeguards all prospective Borrowers’ Private Information as confidential, unless and until Weemba receives specific authorization from a Borrower to share that Borrower’s Private Information with a specific Lender. Weemba requires that all information contained in any Loan Projects displayed publicly on the Website be devoid of any Private Information, including information that could lead another user to identify the Borrower. Each Borrower must provide Weemba with a valid email account and create a pseudonym (or “Nickname”), which will identify the Borrower in any general or specially created Forums (the “Borrower ID”). The Borrower ID may not contain contact information (such as a Borrower’s name, email address, etc.), links to other internet sites, numbers contained in parentheses, offensive or inappropriate Content or content that is deemed to be unacceptable by Weemba in its sole discretion, and must be different than the Community ID previously chosen as a Community Member. A Borrower ID may not contain any variation of the words “Weemba”, “Wemba”, “Wemva” or any words similar to either view or sound so as to cause confusion with Weemba as an administrator. Weemba may voluntarily and, at its sole discretion, request that any Borrower change his or her Borrower ID and cancel any Borrower’s registration or membership if such Borrower does not comply with the request.

Protection of Borrower Account Information. Each Borrower must choose a password which must, for the Borrower’s own security, remain absolutely confidential and personal. It is the Borrower’s sole responsibility to maintain such password as confidential. Weemba is not responsible for any sharing or hacking of a Borrower’s password with or by a third party. Weemba should not be presumed to have access to such password and, in case a Borrower forgets the password or the Borrower’s account is somehow “hacked” or corrupted, the Borrower will have to use the link “Forgot Your Password?” on the login page of the Website to reset the password or, as a last resort, communicate directly with Weemba to reset the password in question. Any action by Weemba to replace a password or reset any Borrower’s password shall be at Weemba’s sole discretion, and Weemba has no obligation to reestablish any Borrower’s account access. All activity conducted on the Website that follows a successful login with a User’s email address and password is considered by Weemba to be activity conducted by such Borrower, and such Borrower shall be responsible for any activity conducted on the Website under his/her login information. For more information regarding protection of a Borrower’s privacy, please see our Privacy Policy.

Registration as a Lender. For the protection of Borrowers, Lenders must also go through a validation process so that Weemba can be confident that Private Information belonging to Borrowers is exposed only to persons or entities duly registered in our Website. Each Lender registration must be performed by a Legal Representative of the Lender, who may be an employee or other authorized person. Legal Representatives are required to provide their full name, their Social Security Number, drivers-license or other state-issued identification number, email, contact phone number and residential address.

• Email Account Validation. The first step is simple – validation of an email address registered with us when the Legal Representative begins a Lender registration.
• Basic Information. In all cases, we start validating basic information a Legal Representative provides us by checking it against a number of official databasessubmitting it to a third-party automated process. Your information that will be checked is your full name (first, middle, last, suffix), your date of birth, driver’s license number, Social Security number and address. That information is transmitted to Equifax for verification. Please be careful when entering this information; you only have one opportunity to do so.
• Equifax Identity Verification. Once basic data is verified, the Legal Representative must answer several random multiple-choice questions about him/herself. These are provided by Equifax. None of the questions or answers are stored by Weemba. Please be aware that because we do contract this portion of our services to a third party, we cannot always guarantee that their system is functioning properly. If you believe you have provided all of your information correctly and cannot complete your registration, please contact us at support@weemba.com.
• Basic Lender Business Information. At this point, Lenders also provide us some basic information about their business, and we verify that in the same way we verify personal identity: a quick search against databases. This includes the FEIN, “D&B” D-U-N-S Number, business address and phone number of the Lender.
• Offline Verification and Licenses. Weemba may check any license information submitted by the Lender and/or request other verification of the Lender’s business operations or perform any other verification of the Lender that is deemed necessary by our operation. Once that process has been completed, Weemba shall authorize the Lender to complete registration.
• Debit Bank Account. Once the Lender is registered, the Legal Representative must provide a bank account which will be debited for charges incurred by the Lender’s use of the Weemba platform. Charges are incurred ONLY when a Borrower GRANTS a Lender’s authorization request for the Private Information of the Borrower. If the Borrower denies the request, there is no charge to the Lender. Lenders may not increase the cost of a loan to cover the fee for using Weemba.

Authorization Requests by Lenders. If a Lender is interested in a Loan Project described by a Borrower on the Website, the Lender sends a request to that Borrower seeking more information about that Borrower and the associated Loan Project (an “Authorization Request”). Upon affirmative response to an Authorization Request, Weemba will grant the authorized Lender access to that Borrower’s Private Information, as well as grant the Lender access to any unshared or “private” files in that Borrower’s Loan Project. A Borrower’s grant of a Lender’s Authorization Request will also authorize that Lender to obtain its own credit report for the Borrower. Since this could impact a Borrower’s credit score, each Borrower should consider this factor before granting an Authorization Request.

Legal Representative. All legal entities acting as a Borrower or Lender on Weemba must act through a “Legal Representative.” Any person agreeing to such designation on Weemba by so doing represents and warrants to us that he or she is duly authorized to act on behalf of the entity he or she purports to represent for all matters relating to Weemba. For any entity, Weemba will deal with, and accept instructions from, its Legal Representative. Any change in an entity’s Legal Representative for purposes of the Website requires prior e-mail notice to lendersupport@weemba.com and is subject to our sole discretion.

No Weemba Involvement After Affirmative Grant of Authorization Request. Once a Borrower grants a Lender’s Authorization Request, the Lender may or may not choose to contact the Borrower after reviewing the Borrower’s Private Information. When granting an authorization request, Borrowers acknowledge that a Lender will have enough information to run a credit report on the Borrower and may choose to do so without further contact prior to doing so. Because the Lender is now in possession of the Borrower’s contact information and the Lender and the Borrower can communicate with each other directly, they should cease communication with each other through the Website. All communication through the Website between a Borrower and a Lender should occur before the grant of an Authorization Request and solely for the purpose of determining if the Lender and the Borrower are interested in beginning substantive discussions off of the Website.

No Negotiation of Loan Terms or Making of Loans on Website. Borrowers and Lenders should not engage in substantive discussions or negotiations regarding any proposed or solicited loan terms on the Website. As stated in the general description of the Website, the purpose of Weemba is solely to provide a platform where Borrowers can solicit loans by sharing their ideas on a Loan Project and where Lenders can browse Loan Projects for access to financing opportunities. Negotiations and other discussions concerning the specific terms of a Loan Project are to be conducted by a Borrower and a Lender off of the Website. You hereby agree to indemnify and hold Weemba harmless upon demand for any damages or losses of any kind that may result from your failure to observe this Term of Use.

Lender Verification of All Information: Confidentiality of Borrower’s Private Information. Any information provided via the Website by a Borrower should be independently verified by a Lender. Weemba is not responsible for any misleading, false, or other information that might be provided by any Borrower. Weemba does not take responsibility for any Borrower-information verification other than as expressly explained in the Borrower Registration section above as Weemba’s process for authenticating Borrowers’ identities. Weemba will not research the validity, truthfulness or completeness of any information included in a Loan Project and each Lender is responsible for independently verifying any information provided by a Borrower. Lenders must maintain confidential any Private Information that they obtain pursuant to an Authorization Request that is granted, and may only use the information in their due diligence on the Borrower and the Loan Project.

Lender Not an Underwriter. By using the Website, each Lender is deemed to have represented and warranted that it is not an underwriter, as defined in the 1933 Securities and Exchange Act (the “Act”) and that the loan transaction contemplated to take place off of the Website is a bona-fide loan transaction and qualifies for at least one exemption to each of the registration, reporting and disclosure requirements contained in the Act and in any applicable state securities laws. Each Lender represents and warrants that it will not use any information obtained from a Borrower or any third party via the Website to purchase any security, as defined in the Act and in any applicable state securities laws, which purchase is not exempt from all registration, reporting and disclosure requirements contained in the Act and in any applicable state securities laws. Each Lender represents and warrants that it is not and will not use any information obtained from a Borrower or any third party via the Website to issue any loan to a Borrower with a view towards reselling such a loan to any third party, except if the original issuance of the loan AND the contemplated sale of the loan are both expressly permitted and exempt from registration, reporting and disclosure under the Act and any applicable state securities laws.

Unsubscription Process If a Borrower, or a Borrower with final registration still pending, wishes to leave Weemba, it may do so at any time by editing the preferences on the “My Account” page. If a Borrower chooses to leave Weemba, his Community ID, Borrower ID, posts in Weemba’s general Forum and posts in other Users’ Loan Project Forums will be kept, along with any auditing trace of the user. In the case of individual Borrowers, their SSN will be kept, and in the case of business Borrowers their FEIN and/or “D&B” D-U-N-S Number will be kept in order to assure that no other person can use such information to register in the Website. All other information will be deleted or overwritten with “void.”

FEES
No Weemba Fees for Borrowers. Weemba does not charge Borrowers for using the Website. If, through the use of the Website, a Borrower meets a Lender from which the Borrower subsequently obtains a loan or other financial product off of the Website, the Borrower will be responsible for paying the Lender any costs or fees associated with the loan or other financial product. Any obligation to pay any fees by a Borrower resulting from any financial transaction, no matter the type, is strictly the responsibility and decision of the Borrower and/or the Lender, as they may negotiate off of the Website. Each Lender hereby agrees not to pass on to Borrowers any fees that may be paid by the Lender in using Weemba, whether such fees are passed on as a cost of obtaining the credit or as an increase in the terms offered by the Lender, or otherwise.

Weemba Fee for Lenders. Weemba charges Lenders a fee to view the Private Information of Loan Projects on the Website.

• Fee Assessed per Accepted Authorization Request. Each time a Lender sends an Authorization Request to a Borrower for access to that Borrower’s Private Information, a screen will pop up showing the fee that will be assessed by Weemba if the Authorization Request is accepted. Upon seeing the fee, Lenders may either (i) accept the fee and proceed with the Authorization Request, or (ii) cancel the Authorization Request. If an Authorization Request is denied by the Borrower, Weemba will not charge the Lender any fee for having sent the Authorization Request. Likewise, if a Borrower does not respond to an Authorization Request or if at any time prior to its acceptance a Lender decides that it no longer wants to proceed with an Authorization Request, it may cancel the Authorization Request and Weemba will not charge the Lender a fee for such cancellation. However, as soon as a Borrower accepts an Authorization Request, the disclosed and accepted fee is assessed by Weemba and the Lender is granted automatic access to the Borrower’s Private Information. The assessed fee and access to Private Information are triggered at the moment a Borrower accepts an Authorization Request, regardless of whether or not a Lender accesses or uses the Borrower’s Private Information, and regardless of whether or not a loan transaction is ever consummated between that Lender and that Borrower off of the Website.
• Fee Accrual and Charges. Any fees charged by Weemba shall accrue on a daily basis. The Website will keep periodic transaction and fee reports for each Lender to facilitate tracking of activity and charges pertaining to that Lender. Each daily total of accrued fees will usually be debited by Weemba from the bank account provided as the primary payment account by the Lender in question within approximately 2 to 3 days of the day such daily total was accrued. However, Weemba reserves the right to debit such fees immediately upon assessment and at any time thereafter, for any reason and in its sole discretion. By using the Website, each Lender agrees it has read and will be bound by these fee assessment and accrual policies and acknowledges that a fee will be assessed each and every time a particular Authorization Request is granted by a Borrower, even if such Lender has already viewed such Borrower’s Private Information in relation to a different Loan Project or even that same Loan Project in the past. Though Weemba will attempt to facilitate Lender tracking of activities and charges, it is the Lender’s sole responsibility to track past Authorization Requests and fee assessments, and no failure on the part of Weemba to provide any Lender with such information shall entitle the Lender to any reduction in fees.

PLEASE PRINT AND RETAIN A COPY OF THESE LENDER AND BORROWER TERMS OF USE FOR YOUR RECORDS.