RATE AND FEE SUMMARY

INTEREST RATES AND INTEREST CHARGES

Annual Percentage Rate
(APR) for Purchases

23.99% to 29.99%

APR for Cash Advances 29.99%

This APR will vary with the market based on the Prime Rate.

This APR will vary with the market based on the Prime Rate.

Penalty APR and when
It Applies

N/A

How to Avoid Paying
Interest on Purchases

Your due date is at least 21 days after the close of each billing period.

We will not charge you any interest on purchases if you pay your entire balance by the
due date each month. We will begin charging interest on cash advances on the
transaction date.

Minimum Interest
Charge

If you are charged interest, the charge will be no less than $1.00. For Maine residents, if
you are charged interest, the minimum interest charge will be no more than $0.50.

For Credit Card Tips
from
the Consumer Financial
Protection Bureau

To learn more about factors to consider when applying for or using a credit card, visit
the website of the Consumer Financial Protection Bureau at
http://www.consumerfinance.gov/learnmore.

Annual Fee

$39 (waived for the first year if you sign up for autopay before your first statement)

FEES

Transaction Fees

● Cash Advance

None

● Foreign Transaction

1% of the transaction amount.

Penalty Fees

● Late Fee

Up to $40 per late payment.

● Over the Limit Fee

None

● Returned Payment

None

How We Will Calculate Your Balance: We use a method called the “Average Daily Balance (including new
transactions).”  See the section in the Cardholder Agreement below titled “Average Daily Balance Method (including new
transactions)” for more details.

Billing Rights: Information on your rights to dispute transactions and how to exercise those rights is provided in your
Cardholder Agreement. See the section in the Cardholder Agreement below titled “Your Billing Rights” for more details.

Rate Information: Variable APRs are based on 3.25% Prime Rate as of October 29, 2021.

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● We add 20.74%-26.74% to the Prime Rate to determine the Purchase APR.
● We add 26.74% to the Prime Rate to determine the Cash Advance APR.

Cardholder Agreement
Effective as of the date that you are approved for the Prosper Unsecured Credit Card

The Prosper Card is an unsecured credit card issued by Coastal Community Bank, Member FDIC, pursuant to
license by Mastercard International. The Prosper Card is serviced by Prosper Marketplace, Inc., or an affiliate
(“Prosper”).   This Prosper Card Cardholder Agreement, which includes your Rate and Fee Summary, and the
Credit Limit set forth on your monthly statement or otherwise communicated to you (collectively, this
“Agreement”) govern the use of the Card. Please read this Agreement and retain a copy for your records.

Parties to the Agreement: As used in this Agreement “we,” “us” and “our” mean Coastal Community Bank,
Member FDIC, as the Card issuer and creditor, and any successors or assigns. The words “you” and “your”
mean each person responsible for complying with this Agreement, including the applicant, the cardholder, any
guarantor and the person to whom we address Account statements.

Acceptance of Agreement: This Agreement will become effective on the first date on which you have been
approved for the Prosper Unsecured Credit Card; and you have agreed to this Agreement.  You agree to this
Agreement by doing any of the following (i) expressly providing your consent electronically or in writing, (ii)
using the Card or causing any Charge to be made on the Account, or (iii) not canceling your Card and closing
the Account within thirty (30) days of a Card being sent to you. The Card and credit under this agreement is
issued by Coastal Community Bank, Member FDIC, (“Bank”) pursuant to license by MasterCard International.
These documents replace any other agreement relating to your Account that you or we made earlier or at the
same time.

Changes to the Agreement: Subject to the limitations of applicable law, we may at any time change, add to
or delete any of the terms and conditions in this Agreement, including, but not limited to, interest rates and this
Change of Terms provision. We will give you notice of any change, addition or deletion as required by
applicable law. As of the effective date, the changed terms, at our option, will apply to new Charges and to the
outstanding balances of your Account, to the extent permitted by applicable law.

No Balance Transfers: The Prosper Card cannot be used for balance transfers.

ADDITIONAL DEFINITIONS

“Account” means the credit account with us established by this Agreement.

“APR” means annual percentage rate.

“Card” means one or more cards or other access devices, including your Account number or virtual card, that
we issue to you to receive credit under this Agreement.

“Cash Advance” means any use of your Card to obtain cash, including foreign currency, or any transaction that
we consider to be a cash-like transaction or to involve a cash equivalent.  This includes, without limitation,
withdrawals from an ATM, cashing convenience checks, money orders, traveler’s checks, lottery tickets,
gaming chips or tokens, digital currency, precious metal coins or bullion. And digital precious metals products.
Any transaction fee, charge, or interest imposed on a Cash Advance also is considered a Cash Advance for
the purpose of calculating any interest on outstanding amount on your Account.

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“New Balance” means the total amount you owe us at the end of each billing period. This amount is shown on
each monthly statement under the heading “New Balance.”

“Charge” means any charge on your Account, including without limitation, any Purchase, Cash Advance, fee,
or interest charge.

“Cut-Off Time” means the latest time by which payment can be made to be credited as of the day of receipt
shown on your monthly statement.

“Prime Rate” means the highest bank prime loan rate published in The Wall Street Journal in its Money Rates
section on the last business day of the calendar month preceding the first day of the billing cycle.  If the Wall
Street Journal does not publish the Prime Rate, a similar published rate will be the “Prime Rate” for purposes
of this Agreement.

“Purchase” means any charge to your Account to buy goods or services.

USING YOUR ACCOUNT

You may use the Card to make Purchases and obtain Cash Advances only for personal, family or household
purposes from any person or establishment accepting the Card. You are not permitted to use your Card for
business purposes. You agree to use the Card only for legal and lawful purposes. The Card may not be used
for illegal transactions or for the purpose of paying us on this or any other form of credit account you may have
with us or Prosper. If you use your Card for any such purpose, you will be in default under this Agreement and
we may block such transactions and/or terminate your Account, but you still will be liable to us for all Charges
relating to such transactions and all other transactions on your Account at the time it is closed.

Promise to Pay. You promise to pay us for all amounts charged to the Account, including all Purchases and
interest charged to your Account. You are obligated to repay us for all transactions made using your Card by
people you have authorized to use the Card even if their use of the Card exceeds the authorization which you
gave them.

Credit Limit. We may grant you credit up to a maximum amount (your “Credit Limit”). Your current Credit Limit
will be shown on each monthly statement. You promise not to exceed your Credit Limit. However, if you exceed
your Credit Limit, we can still charge you for all Purchases, other Charges, and interest without giving up any of
our rights. If we ask you to promptly pay the amount of your Account balance above your Credit Limit, you
agree to do so. At our discretion, we may (1) block or permit transactions that would exceed your Credit Limit
and (2) change your Credit Limit at any time without advance notice to you.

Monthly Statements. We will send you a monthly statement for any billing period as required by applicable
law. Your monthly statement will show, among other things, (1) the unpaid balance on your Account at the
beginning of the billing period (the “Previous Balance”); (2) any Charges, interest and other debits posted to
your Account in that billing period; (3) any payments and credits posted to your Account in that billing period;
and (4) the Minimum Payment you must pay and the date your Minimum Payment is due (“Payment Due
Date”).

Transactions in Foreign Currencies.  If you make a Charge in a currency other than U.S dollars, then the
applicable card network (such as Mastercard) converts the amount of the Charge in a foreign currency into
U.S. dollars (unless another party, such as the merchant, converts the Charge amount before submission to
the card network).  The card network follows its own procedures for such conversion.  These procedures
include how the card network chooses an exchange rate and when it performs the conversion.  The exchange
rate that a card network uses to convert the Charge to U.S. dollars may differ from the rate in effect on the date

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of the Charge.  The card network’s procedures may change without notice.  Any costs resulting from the card
network’s procedures, including from the exchange rate selected by the card network, will be reflected in the
Charge posted to your Account.  If a third party, such as a merchant, converts the amount of a Charge into
U.S. dollars before sending the Charge to a Card Network, the third party chooses the conversion rate instead
of the Card Network.  The same conversion process may apply if any Charge originally in a foreign currency is
reversed or credited back to your Account.  Please also see “Transaction Fee for Charges in Foreign Currency”
below.

Pre-authorized Recurring Merchant Transaction.  You may authorize a merchant to automatically initiate a
Charge on a recurring basis to your Account. Upon the issuance by us of a new Card with a new Account
number or expiration date, you may be required to contact the merchant to provide such updated information in
order to continue the recurring transactions. You must contact the merchant if you want to cancel automatic
billing.

Unauthorized Use.  If your Card or device is lost, stolen or if your Account is used without your consent, call
us immediately at 1-800-903-4697.  You will not be liable for unauthorized use on your Account, but you will be
responsible for all use by anyone you allow to use your Account or a Card, even if you did not intend for them
to make a Charge.

APRs AND INTEREST

Your Interest Rates. Your Annual Percentage Rates (APRs) are shown above in the Rate and Fee Summary.
We apply the APRs to your Account balances. We do this every day by using a “Daily Periodic Rate.” To get a
Daily Periodic Rate, we divide the APR by 365. The APRs applicable to your Account will be equal to the Prime
Rate plus a numerical margin (“Margin”).  For example, if the Prime Rate for a billing cycle is [4%] and the
Margin is [21%], the APR would be [25%] for the billing period.  Please see the Rate and Fee Summary above
for the APRs and Margins applicable to your Account.  As noted in the Rate and Fee Summary, your Account
has a different APR for Cash Advances than Purchases and other Charges that are not Cash Advances.
When calculating interest, we apply the APR for Cash Advances to the portion of your Account balance that
qualifies as a Cash Advance and apply the APR for Purchases to any other portion of your Account balance.

Variable APRs.  If the Prime Rate increases, your APRs and Daily Periodic Rates will increase. As a result,
interest, your total minimum payment and the number of payments it would take you to pay off your Account
balance may increase. We apply any change in rates because of a Prime Rate change to your entire Account
balance. A change in the Prime Rate will take effect on the first day of the first billing period after the change.
We may select a new interest rate index if the Prime Rate is not available.

Average Daily Balance Method (including new transactions): We calculate interest separately for each
transaction type (e.g. Purchases, Cash advances, and each promotional balance if applicable). For each
transaction type, on the last day of the billing period we calculate the interest by multiplying the applicable Daily
Periodic Rate by the Average Daily Balance and by the number of days in the billing period. You authorize us
to round interest to the nearest cent. We then add the interest to your balance for that transaction type. The
total interest charged for a billing period equals the sum of the interest charge for each transaction type.
To determine an "Average Daily Balance" for a transaction type, we calculate a daily balance each day of the
billing period. For each transaction type, we start with the previous balance, which may include unpaid interest
and fees imposed in previous billing periods. Each day, we add any new transactions for each transaction type,
which may include fees and interest; subtract any payments or credits for each transaction type; and make
other adjustments. We treat any credit balance as a balance of $0. Then, we add up all the balances for the
billing period, and divide the total by the number of days in the billing period. This gives us the Average Daily
Balance.

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AVOIDING INTEREST

When Interest Begins: Interest begins on a transaction, fee or interest from the day we add it to the daily
balance. We continue to impose interest until you pay the total amount you owe us. You can avoid interest on
Purchases as discussed below, but not on cash advances which accrue interest from the date of transaction.

Grace Period on Purchases: Interest does not accrue while your account is in a “Grace Period.” Your
Account enters a Grace Period if (1) you pay the New Balance shown on your current statement in full by the
Payment Due Date, or (2) your Account had no Previous Balance for the prior billing period. When your
Account is not in a Grace Period, we charge interest on Purchases made in the current billing period from the
date of the Purchase and such interest will continue to accrue on Purchases until you pay the New Balance in
full. If you are in a Grace Period, interest may appear on your next monthly statement that reflects interest
assessed from the beginning of the billing period through the date that you entered into a Grace Period.

FEES

Annual Fee.  The annual fee for your Account is $39. We will waive the annual fee for the first year if you sign
up for autopay before we issue your first statement. We assess this annual fee on your first monthly statement
after opening your Account and each year after that. We will charge this annual fee every year if your Account
is open, even if you don’t have a balance.  If you close your Account within 30 days of the closing date of the
monthly statement on which the annual fee appears, then we will refund the annual fee appearing on that
statement.  For Account closures after this 30-day period, the annual fee is non-refundable.

Late Payment Fee.  If we do not receive the Minimum Payment Due by its Payment Due Date, the fee is
$29. If this happens again within the next six (6) billing cycles, the fee is $40. However, the late fee will not
exceed the Minimum Payment Due.

Transaction Fee for Charges in Foreign Currency. If you make a Charge in a currency other than U.S
dollars, then we will charge you a transaction fee equal to 1% of the converted U.S. dollar amount of the
Charge.  This fee is a finance charge.  See “Transactions In Foreign Currencies” above for additional details on
Charges in a currency other than U.S dollars.

PAYMENTS

Minimum Payment Due. You may pay, without penalty and at any time, all or any party of your balance.  You
must pay at least your total minimum monthly payment required ("Minimum Payment Due”), which is calculated
as follows:

Your “Minimum Payment Due” equals:

● Any amount past due; plus

● Any overlimit amount; plus

● The greater of the following:

1. The New Balance, if it’s less than $30;
2. $30 if the New Balance is at least $30;

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3. 1% of the New Balance (rounded to the nearest dollar), plus any billed interest or minimum

interest charge, plus any fees

The Minimum Payment Due is never more than the New Balance.

You may pay more than the Minimum Payment Due, including the total outstanding balance, at any time. If you
make a payment greater than your Minimum Payment Due, this does not affect your obligation to make the
next Minimum Payment Due. Credits to your Account, such as from merchants, are not considered payments
and will not reduce your total Minimum Payment Due.

You may be required to pay your entire balance rather than the Minimum Payment Due if you are in default.
Please see below under “Default Remedies Including Collection Costs.”

Payment Due Date. We must receive at least the Minimum Payment Due on your Account by the Cut-Off
Time on the Payment Due Date for each billing period. The Minimum Payment Due and Payment Due Date are
shown on each monthly statement. Payments received after the Cut-Off Time will be credited to your Account
no later than the next business day. Credit to your Account may be delayed for up to five (5) days if we receive
a payment that does not adhere to the requirements set forth in this section and on your statement. For your
payment to be considered on time, we must receive at least the Minimum Payment Due in such time and
manner by the Payment Due Date shown on your monthly statement. The available credit on your Account
may not reflect your payment for up to fifteen (15) business days or longer if we doubt the collectability of the
payment or if we suspect fraudulent activity on your Account. Nonetheless, we will credit your payment to your
Account as of the business day that we receive it (provided we receive it prior to the Cut-Off Time).

How to Make Payments. You must pay by following the instructions on your monthly statement and in this
Agreement. Your payment must be made in U.S. dollars.  If you do not pay in U.S. dollars and we accept your
payment, you authorize us to select the currency conversion rate, and you must pay our conversion costs.  You
agree not to send us physical currency. If you do, we have the right to return the currency to the address it is
received from and not credit the payment to your Account.  You must not include any restrictive endorsements
on or with any payment instrument and we have the right to accept payments without accepting any such
restrictive endorsements.

If your payment meets the above requirements, we will credit it to your Account as of the day we receive it, as
long as we receive it by the Cut-Off Time.  If you do not meet the above requirements, then we may not accept
your payment, or there may be a delay in crediting your Account.  This may result in late fees and additional
interest charges to your Account.

We do not give up any rights under this Agreement if we accept a payment marked “payment in full” or given
with any other conditions or limitations.

Payment Allocation. We credit your payments in accordance with our payment instructions of applying to
interest charges first and then to balances due.  You authorize us to apply any payments in excess of the
Minimum Payment Due in any manner we choose of consistent with applicable law.  This may include applying
amounts over the Minimum Payment Due first to the balance with the highest APR, then to the balance with
the next highest APR, and so forth, except as otherwise required by applicable law   Payments must be made
in US dollars; do not send cash.  This means that we will generally apply payments in excess of the Minimum
Payment Due to older transactions first. Credits are applied at our discretion and you authorize us to apply
payments in a way that is most favorable or convenient for us.

Events of Default. Subject to applicable law, we may consider your Account in default at any time if: (1) you
fail to pay at least the Minimum Payment Due by the Payment Due Date; (2) you attempt to engage in a
transaction over the Credit Limit; (3) you make a payment that is returned unpaid to us for any reason; (4) you

6

breach any term under this Agreement; (5) we determine that any statement made by you to us or Prosper in
connection with this Agreement, your Card or your Account was false or misleading; (6) you breach any terms
under any other agreement that you have with us or Prosper or with any the affiliates of any of them; (7) you
file for bankruptcy or some other insolvency proceeding is filed by or against you; (8) you are declared
incompetent or mentally incapacitated, or in the event of your death.

Default Remedies Including Collection Costs.  Upon your default and subject to any limitations or
requirements of applicable law: (1) we may declare the entire amount you owe us immediately due and
payable and/or suspend or cancel your Account privileges; and (2) you agree to pay all reasonable costs,
including all court costs plus all reasonable attorneys’ fees if we must refer your Account for collection to any
attorney who is not our employee.

Charges and Payments. If you think there is a mistake on your bill, please follow the instructions in the
section below titled “Your Billing Rights.” If you have another concern related to charges or payments you may
contact us via Prosper at 1-800-903-4697, Monday through Friday, between 8:00 am - 8:00 pm EST, or by mail
at P.O. Box 2988, Omaha, NE 68103-2988. Please include your name, address, account number, and
description of the charge or payment in your communication.

CREDIT REPORTING AGENCIES AND DISPUTES

Credit Reports About You. You give us permission to request information from you and to make whatever
inquiries we consider necessary and appropriate (including requesting a consumer report from consumer
reporting agencies) in reviewing your Account and for any lawful purpose, including any updates or extensions
of credit, or reviewing or collecting your Account. Upon your request to us, we will inform you of the name and
address of each consumer reporting agency from which we obtained a consumer report, if any, relating to you.

Notice Of Credit and Information Reporting. We may report information about your Account to consumer
reporting agencies. Late payments, missed payments, returned payments, or other defaults on your Account
may be reflected in your credit report.

Inaccurate Credit Reporting Information. You have the right to dispute the accuracy of information we have
reported to a credit bureau. If you think any information about your Account that we have reported is incorrect,
please contact us via Prosper using the mailing address shown on your monthly statement. Include your name,
address, telephone number and a brief description of the issue. If available, please include a copy of the credit
report in question. We will research your issue and if we confirm that you are correct, we will contact the
consumer reporting agency we reported to and request a correction.

OTHER INFORMATION

Telephone and Other Communications. You agree that we may monitor and/or record your calls with us.
You further agree that we may contact you by email, text messages or with an automated dialing and
announcing or similar device and/or an artificial voice or prerecorded message. You also agree that we may
contact you at any telephone number you provide to us, whether a residential or business number, even if that
number is a wireless, cellular or mobile number; is converted to a mobile/wireless number; or connects to any
type of mobile/wireless device.  Additionally, you authorize Prosper and our service providers, debt collectors,
and collection attorneys to contact you using these methods.  It is your sole responsibility to provide and
maintain your current mailing address, email address, and other contact information with us.

Suspension / Revocation / Cancellation / Limitations. Subject to applicable law, we may suspend, revoke
or cancel your Account privileges, your right to use the Card, or deny any transaction, in our sole discretion at
any time, with or without cause and with or without giving you notice. We may limit the number or amount of

7

transactions we authorize on your Account in any one day. Any such actions on our part will not affect your
obligation to pay us the outstanding balance and interest under the terms of this Agreement. We are not liable
for any refusal to honor your Card or Account, nor if we deny any transaction, nor for the retention of your Card
by any person or entity, nor if anyone refuses any use of your Card. If we revoke or cancel the Card, you must
destroy or return the Card. You may not use a Card after it has expired or after it has been revoked or
cancelled. You may cancel your Account at any time. We may require that you return your Card and that it be
cut in half. Your cancellation of the Account will not affect your obligation to pay us the outstanding balance and
interest under the terms of this Agreement. If you ask us to cancel your Account but we believe you have
continued to use your Account after the date of cancellation, we will consider such use as your request for
reinstatement of your Account and we may then reinstate your Account.

Closing Your Account. You may close your Account at any time by contacting us via Prosper at
1-800-903-4697, Monday through Friday, between 8:00 am - 8:00 pm EST.  You may also email
cards@prosper.com or write to us via Prosper at:

Prosper Cards
P.O. Box 650078
Dallas, TX 75265-0078

If your Account is closed, you must stop using it.  You must still pay the full amount you owe and this
Agreement will remain in effect until you do.

Termination. We may suspend or terminate your access to your Account and/or any Card at any time, with or
without cause, with or without notice, effective immediately, to the extent permitted by applicable law. All
provisions of these Cardholder Agreement which by their nature should survive termination shall survive
termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations
of liability.

Severability. Subject to the Arbitration Agreement: (1) if any part of this Agreement conflicts with applicable
law, that law will control, and this Agreement will be considered changed to the extent necessary to comply
with that law; and (2) if any part of this Agreement is determined by a court of competent jurisdiction to be
invalid, the remainder of this Agreement will remain in effect.

Entire Agreement. You acknowledge that this Agreement, as amended constitutes the entire agreement
between you and us with respect to the Account and the Card, and supersedes and may not be contradicted
by evidence of any prior or contemporaneous written or oral communication or understanding between you and
us concerning the Account or the Card. If we offer or provide rewards in connection with the Account, the
disclosures relating to such rewards are separate and not part of this Agreement.

Waiver. Our failure to exercise any of our rights under this Agreement, or our waiver of our rights on any one
occasion shall not constitute a waiver of such rights on any other occasion. We will not lose our rights under
this Agreement because we delay in enforcing any of them.

Governing Law. Except as provided in the Arbitration Agreement below, this Agreement and your Account
are governed by federal law and, to the extent state law applies, the laws of Washington State without regard
to its conflicts of law principles.

Protections for Active Duty Service Members and their Dependents:  Federal law provides important
protections to members of the Armed Forces and their dependents relating to extensions of consumer credit.
 In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not
exceed an annual percentage rate of thirty-six percent (36%).  This rate must include, as applicable to the
credit transaction or account: the costs associated with credit insurance premiums; fees for ancillary products

8

sold in connection with the credit transaction; any application fee charged (other than certain application fees
for specified credit transactions or accounts); and any participation fee charged (other than certain participation
fees for a credit card account).

Please call 1-800-903-4697 to obtain oral disclosures, including the statement of Military Annual Percentage
Rate and the payment schedule applicable to your Account, required under the Military Lending Act.

If you are a covered borrower as defined by the Military Lending Act (a “Covered Borrower”), then this
Agreement shall be interpreted to comply with the Military Lending Act, including its restrictions on permissible
credit terms and limitations on interest, charges, and fees. The limitations on interest and fees apply to
individuals while they are Covered Borrowers, provided such individuals are Covered Borrowers as of the date
they execute this Agreement. As applied to Covered Borrowers: (i) any interest, charges, or fees in excess of
the permitted limit shall be reduced by the amount necessary to satisfy that limit and any amounts collected in
excess of the permitted limit shall be refunded by crediting your Account or by making a direct payment to you;
and (ii) any provision of this Agreement that is inconsistent with the Military Lending Act shall not apply.

Without limiting the foregoing, the provision in this Agreement called “Resolving a Dispute with Arbitration”
shall not be applicable to, and shall not be enforceable against, any Covered Borrower.

State Notices

Missouri Residents: Oral agreements or commitments to loan money, extend credit or to forbear from
enforcing repayment of a debt including promises to extend or renew such debt are not enforceable.
To protect you (borrower) and us (creditor) from misunderstanding or disappointment, any agreements
we reach covering such matters are contained in this writing, which is the complete and exclusive
statement of the agreement between us, except as we may later agree in writing to modify it.

New Hampshire Residents: This Agreement provides for reasonable attorneys’ fees to be awarded to us in
an action against you involving this Agreement. Reasonable attorney's fees will be awarded to you if you
prevail in any action, suit or proceeding brought by us; or an action brought by you. If you successfully assert a
partial defense or set-off, recoupment or counterclaim to an action brought by us the court may withhold from
us the entire amount or such portion of the attorney fees as the court considers equitable.

New Jersey Residents:  Because certain provisions of this Agreement are subject to applicable law, they may
be void, unenforceable or inapplicable in some jurisdictions.  None of these provisions, however, are void,
unenforceable or inapplicable in New Jersey.

 New York Residents: New York residents may contact the New York State Department of Financial Services
to obtain a comparative listing of credit card rates, fees and grace periods by calling 1-800-342-3736, or on
the web at www.dfs.ny.gov.

Arbitration Agreement

PLEASE READ THIS PROVISION OF THE AGREEMENT (the “Arbitration Agreement”) CAREFULLY. IT
CONSTITUTES A BINDING AGREEMENT BETWEEN US TO ARBITRATE ANY DISPUTE WHENEVER YOU
OR WE ELECT TO ARBITRATE A CLAIM (AS DEFINED BELOW). UNLESS YOU REJECT IT WITHIN
THIRTY (30) DAYS AFTER YOUR ACCOUNT IS OPENED, THE ARBITRATION AGREEMENT WILL HAVE A
SUBSTANTIAL EFFECT ON YOUR RIGHTS IN THE EVENT OF A DISPUTE. ARBITRATION REPLACES

9

THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO PARTICIPATE IN
A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN
ARBITRATOR INSTEAD OF A JUDGE OR JURY. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO
REJECT THIS ARBITRATION AGREEMENT, AS PROVIDED BELOW.

Definitions. This Arbitration Agreement incorporates the defined terms within the Agreement unless otherwise
stated.  In addition to those definitions, in this Arbitration Agreement:

(i)

“Claim” means any dispute, claim, or controversy (whether based on contract, tort, intentional
tort, constitution, statute, ordinance, common law, or equity, whether pre-existing, present, or
future, and whether seeking monetary, injunctive, declaratory, or any other relief) arising from or
relating in any way to the Agreement or your relationship with us.  The term “Claim” has the
broadest possible meaning, and includes initial claims, counterclaims, cross claims and
third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and
other intentional torts, constitution, statute, regulation, ordinance, common law and equity
(including any claim for injunctive or declaratory relief).  The term “Claim” also includes any
dispute related to the scope, validity, or enforceability of this Arbitration Agreement; thus, all
such disputes are expressly delegated to an arbitrator for decision, with two exceptions noted
below in the sections entitled “Class and Representative Action Waiver” and “Public
Injunctive Relief Requests.”

(ii)

The terms “we,” “us,” and “our” have the same meaning as in the Agreement, except that for
purposes of this Arbitration Agreement, these terms also include any corporate affiliates, any
licensees, predecessors, successors, assigns, purchaser of any accounts, Prosper, and all
agents, employees, directors and representatives of any of the foregoing.

Agreement to Arbitrate: You agree by opening or maintaining an Account with us, that if any Claim between
you and us arises, either you or we may, without the other’s consent, elect to resolve the claim by binding
arbitration in accordance with this Arbitration Agreement.  This agreement to arbitrate is binding on both you
and us, and applies to all Claims (as defined above) except for those claims mentioned in the paragraph below
entitled “Non-Arbitrable Claims”. In addition, your agreement to arbitrate and waive trial by jury shall be
applicable to any Claims by or against parties acting on our behalf, including agents or independent
contractors who collect your Account on our behalf or purchase your Account (or any interest in it), and to
Claims by or against parties acting on your behalf, such as your authorized users, heirs, or representatives.

Non-Arbitrable Claims. Arbitration Agreement shall not apply to covered borrowers as defined in the Military
Lending Act, 10 U.S.C. § 987.  Further, this Arbitration Agreement shall not apply to an individual Claim filed by
you in a small claims or similar court (if any), so long as the Claim is pending on an individual basis only in
such court.

Arbitration Forum and Rules: Any Claim shall be resolved, upon the election of either us or you, by binding
arbitration administered by the American Arbitration Association (“AAA”) or JAMS, under the applicable
arbitration rules of the administrator in effect at the time a Claim is filed ("Rules").  Any arbitration under this
Arbitration Section will take place on an individual basis; class arbitrations and class actions are not permitted.
If you file a claim, you may choose AAA or JAMS as the administrator; if we file a claim, we may choose the
administrator, but we agree to change to the other permitted administrator at your request (assuming that the
other administrator is available). You can obtain the Rules and other information about initiating arbitration by
contacting the American Arbitration Association at 1633 Broadway, 10th Floor, New York, NY 10019,
www.adr.org; or by contacting JAMS at 1920 Main Street, Suite 300, Irvine, CA 92614, (949) 224-1810,
www.jamsadr.com.  Further, to the extent there is any conflict between the Rules and this Arbitration
Agreement, this Arbitration Agreement will prevail.

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Arbitrator Selection: Claims will be arbitrated by a single, neutral arbitrator, who shall be a retired judge or a
lawyer with at least ten years' experience. The arbitrator shall be selected in accordance with the
administrator’s rules.

Arbitration Hearing Location: Any in-person arbitration hearing will be held in the county in which you
reside, or in such other location as you and we may mutually agree.

Arbitration Fees and Expenses. You agree to pay the initial filing fee charged by the administrator for any
arbitration you commence, up to a cap of $300.  If the initial filing fee is more than $300, we will pay the
balance over that amount.  We will pay all other fees charged by the administrator or arbitrator, including any
filing, administration, and/or arbitrator fees. We will pay the entire initial filing fee if: (1) you claim to be unable
to afford it; and (2) you seek but cannot obtain a waiver of that fee from the administrator.

 Commencing an Arbitration: The party commencing arbitration or seeking to compel arbitration must notify
the other that it has done so. This notice may be given before or after a lawsuit has been filed concerning the
Claim or with respect to other Claims brought later in the lawsuit, and it may be given by papers filed in the
lawsuit such as a motion to compel arbitration. If you elect to initiate arbitration you must notify us in writing.
Your notice must be sent to us via Prosper at 221 Main Street, Suite 300, San Francisco, CA 94105, Attention:
Legal Department. If we commence arbitration we will notify you in writing at your last known address on file or,
if we do so by moving to compel arbitration in a case you have brought in court, we will notify you by providing
service of process as required by the rules of the applicable jurisdiction.

Available Relief. Except as set forth below, the arbitrator shall have the power to award any relief available to
a claimant in court under applicable law, including, without limitation, compensatory, statutory and punitive
damages (which shall be governed by the constitutional standards applicable in judicial proceedings),
declaratory, injunctive and other equitable relief, and attorneys’ fees and costs.

 Class and Representative Action Waiver: YOU AND WE AGREE THAT EACH MAY BRING CLAIMS
AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS
MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator shall have no
authority to conduct any class, private attorney general or other representative proceeding. The enforceability,
validity and effect of this paragraph shall be determined exclusively by a court, and not by the administrator or
any arbitrator.  This paragraph does not apply to requests for public injunctive relief, which are addressed in
the paragraph below entitled “Public Injunctive Relief Requests.”

Public Injunctive Relief Requests. If you or we seek public injunctive relief as a remedy for any Claim
against one another (a “Public Injunctive Relief Request,”) you and we agree that Public Injunctive Relief
Request cannot be arbitrated.  Instead, that Public Injunctive Relief Request shall be adjudicated by a court
after all other Claims to be decided in arbitration under this Arbitration Agreement are resolved in arbitration.
You and we agree to jointly request that the court stay the Public Injunctive Relief request until after the
remaining Claims have been finally resolved in arbitration, and that the parties will only seek to lift the stay and
request that the court resolve the Public Injunctive Relief Request if an arbitrator finds that one of them is liable
for a Claim for which public injunctive relief is an available remedy.  The enforceability, validity and effect of this
paragraph shall be determined exclusively by a court, and not by the administrator or any arbitrator.

Governing Law. You and we acknowledge and agree that the arbitration agreement set forth in this Arbitration
Agreement is made pursuant to a transaction involving interstate commerce, and that the Federal Arbitration
Act, 9 U.S.C. § 1-16 (“FAA”), shall govern the interpretation and enforcement of this Arbitration Agreement.
The arbitrator shall apply applicable substantive law consistent with the FAA and the Governing Law clause in
the Agreement and, if requested by either party, provide written reasoned findings of fact and conclusions of
law.  The arbitrator shall also follow applicable substantive law, statutes of limitation and privilege rules that
would apply in a court proceeding. In the event that a dispute does not proceed to arbitration, the dispute shall

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be governed by and construed in accordance with the laws of the United States and, to the extent state law
applies, to the laws of the State of Washington, without regard to its conflict of laws rules.

Awards and Appeals. Any appropriate court may enter judgment upon the arbitrator's award. The arbitrator's
decision will be final and binding except that: (1) any party may exercise any appeal right under the FAA; and
(2) any party may appeal any award relating to a claim for more than $100,000 to a three-arbitrator panel
appointed by the administrator, which will reconsider de novo any aspect of the appealed award. The panel's
decision will be final and binding, except for any appeal right under the FAA. The parties shall bear their own
attorneys’ fees and costs of any appeal.

 Rights Preserved: This Arbitration Agreement and the exercise of any of the rights you and we have under
this Agreement, does not stop you or us from exercising any lawful rights either of us has to use other available
remedies; to comply with legal process; to obtain provisional remedies such as injunctive relief, attachment or
garnishment by a court of appropriate jurisdiction; or to bring an individual action in court that is limited to
preventing the other party from using or obtaining any provisional or self-help remedies and that does not
involve a request for damages or monetary relief.

 Enforcement: You or we may bring an action, including a summary or expedited motion, to compel arbitration
of Claims subject to arbitration, or to stay the litigation of any Claims pending arbitration, in any court having
jurisdiction. Such action may be brought at any time, even if such claims are part of a lawsuit, unless a trial has
begun or a final judgment has been entered. Failure or forbearance to enforce this Arbitration Agreement at
any particular time or in connection with any particular Claims will not constitute a waiver of any rights to
require arbitration at a later time or in connection with any other Claims. Any additional or different agreement
between you and us regarding arbitration must be in writing.

 Survival and Severability of Terms: This Arbitration Agreement shall survive: (i) termination or changes in the
Agreement, the Account, or the relationship between you and us concerning the Account; (ii) the bankruptcy of
any party; and (iii) any transfer, sale or assignment of your Account, or any amounts owed on your Account, to
any other person or entity. If any portion of this Arbitration Agreement (except for the Class and Representative
Action Waiver set forth above) is deemed invalid or unenforceable, the remaining provisions of the Arbitration
Agreement shall remain in force. However, if the Class and Representative Action Waiver in this Arbitration
Agreement is deemed invalid or unenforceable in whole or in part, then this entire Arbitration Agreement shall
be deemed invalid and unenforceable.

Amendment. The provision of the Agreement entitled “Changes to the Agreement” does not apply to this
Arbitration Agreement.  Instead, the following terms apply to amendment of this Arbitration Agreement. You
and we agree that we have the right to amend this Arbitration Agreement, and that if we make any amendment
to this Arbitration Agreement (other than an amendment to any notice address or website link provided herein),
that amendment shall be effective upon our provision of written notice to you. We will notify you of
amendments to this Arbitration Agreement by providing notice via U.S. mail to the mailing address shown on
your statement. You agree to notify us if your mailing address changes. Any amendment shall not apply to any
claim against us that accrued prior to the effective date of the amendment. Instead, the amendment shall apply
to all other disputes or claims governed by this Arbitration Agreement that have arisen or may arise between
you and us. If you do not agree to these amended terms, you may reject the amended Arbitration Agreement
and you will not be bound by it. To reject the amended terms, you must send us written notice of your rejection
within 30 days after the date we provided notice of the amendment. You must include your name, address,
email address, telephone number, and account number. The notice of rejection must be mailed to Coastal
Community Bank, Member FDIC c/o Prosper Marketplace, Inc., 221 Main Street, Suite 300, San Francisco, CA
94105, Attention: Legal Department. This is the only way that you can reject amendments to this Arbitration
Agreement.

 RIGHT TO REJECT: You may reject this Arbitration Agreement by mailing a signed rejection notice to Coastal

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Community Bank, Member FDIC C/O Prosper Marketplace, Inc., 221 Main Street, Suite 300, San Francisco,
CA 94105, Attention: Legal Department within thirty (30) calendar days after your Account is opened. Any
rejection notice must include your name, address, email address, telephone number, and account number.
This is the only manner you can reject this section. If you do that, only a court may be used to resolve any
Claim. If you reject this Arbitration Agreement, that will not affect any other provision of the Agreement.

Your Billing Rights - Keep This Document for Future Use

Your Billing Rights

This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.

What To Do If You Find a Mistake on Your Statement.

If you think there is an error on your statement, you must send a written communication to us via Prosper at:

Prosper Cards
P.O. Box 650078
Dallas, TX 75265-0078

In your communication, give us the following information:

• Account information: Your name and e-mail address.
• Transaction information: The dollar amount(s) of the suspected error and date(s) of the transaction(s) in
question.
• Description of problem: If you think there is an error on your bill, describe what you believe is wrong and why
you believe it is a mistake.

You must contact us via Prosper:

• No later than sixty (60) days after we sent you the FIRST statement on which the error or problem appeared
• At least three (3) business days before an automatic payment is scheduled, if you want to stop payment on
the amount you think is wrong. You must notify us of any potential errors in writing. You may call us, but if you
do we are not required to investigate any potential errors and you may have to pay the amount in question.

What Will Happen After We Receive Your Communication.

When we receive your notice, we must do two things:

1. Within thirty (30) days of receiving your notice, we must tell you that we received your notice. We will also
tell you if we have already corrected the error.
2. Within ninety (90) days of receiving your notice, we must either correct the error or explain to you why we
believe the bill is correct.

 While we investigate whether or not there has been an error:

• We cannot try to collect the amount in question, or report you as delinquent on that amount.
• The charge in question may remain on your statement, and we may continue to charge you interest on that
amount.
• While you do not have to pay the amount in question, you are responsible for the remainder of your balance.

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• We can apply any unpaid amount against your credit limit.

 After we finish our investigation, one of two things will happen:

• If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to
that amount.
• If we do not believe there was a mistake: You will have to pay the amount in question, along with applicable
interest and fees. We will send you a statement of the amount you owe and the date payment is due. We may
then report you as delinquent if you do not pay the amount we think you owe.

If you receive our explanation but still believe your bill is wrong, you must write to us within ten (10) days telling
us that you still refuse to pay. If you do so, we cannot report you as delinquent without also reporting that you
are questioning your bill. We must tell you the name of anyone to whom we reported you as delinquent, and we
must let those organizations know when the matter has been settled between us.

If we do not follow all of the rules above, you do not have to pay the first $50 of the amount you question even
if your bill is correct.

 Your Rights If You Are Dissatisfied With Your Credit Card Purchases.

If you are dissatisfied with the goods or services that you have purchased with your credit card, and you have
tried in good faith to correct the problem with the merchant, you may have the right not to pay the remaining
amount due on the Purchase.

To use this right, all of the following must be true:

1. The Purchase must have been made in your home state or within 100 miles of your current mailing address,
and the purchase price must have been more than $50;
2. You must have used your credit card for the Purchase; and
3. You must not yet have fully paid for the Purchase.

If all of the criteria above are met and you are still dissatisfied with the Purchase, contact us via Prosper by
calling 1-800-903-4697.

While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our
investigation, we will tell you our decision. At that point, if we think you owe an amount and do not pay, we may
report you as delinquent.

The Prosper Card is issued by Coastal Community Bank, Member FDIC, pursuant to license by MasterCard
International

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