Exhibit 10.2
BORROWER REGISTRATION
AGREEMENT
This Borrower Registration Agreement
(this “Agreement”) is made and entered into between you
and IOU Central Inc. (“IOU Central,” “we”
or “us”). “You” as used in this Agreement
refers to you as a registered borrower.
The IOU Central Internet-based loan
marketplace (the “loan marketplace”) is a peer-to-peer
lending platform that enables registered borrowers to post loan
requests and borrow money and registered lenders to purchase
Borrower Payment Dependent Notes (“Notes”), the
proceeds of which are designated to fund a specific loan made to an
individual registered borrower (a “registered borrower
loan”). Each registered borrower loan originated through the
loan marketplace is made by us with the proceeds of Notes purchased
by registered lenders that correspond to such registered borrower
loan. We service all registered borrower loans made through the
loan marketplace. The following Agreement describes the services we
will provide and your rights and obligations should you elect to
complete your registration as a borrower on the loan marketplace
and submit a loan request to us. You should read this Agreement
carefully and print a copy for your records.
BY SIGNING ELECTRONICALLY, YOU
ARE COMPLETING YOUR REGISTRATION AS A BORROWER ON THE LOAN
MARKETPLACE AND ARE AGREEING, OR CONFIRMING YOUR
AGREEMENT , to, among
other things, (i) comply with the terms and provisions of this
Agreement, (ii) comply with the Terms of Use and Privacy
Policy of the loan marketplace and the policies posted on the loan
marketplace, as may be amended from time to time by IOU Central in
its sole discretion (collectively, the “IOU Central Terms and
Conditions”), (iii) transact business with us
electronically, and (iv) have any dispute with us resolved by
binding arbitration.
1. Registration as a
Borrower . You are
registering as a borrower on the loan marketplace so that you may
be eligible to apply to IOU Central for a registered borrower loan,
which we refer to as a “loan request.” If your loan
request is approved, you may proceed to make a
“posting” (as described below) on the loan marketplace
for a registered borrower loan that will be displayed to people who
may be interested in indirectly funding your registered borrower
loan by making bids at the interest rate they are willing to
receive and in the amount they are willing to commit to the
purchase of Notes that are dependent for payment on the payments we
receive on your registered borrower loan. We refer to the people
who bid on postings as “registered lenders” even though
all registered borrower loans obtained through the loan marketplace
are made by us with proceeds from Notes purchased by registered
lenders that correspond to such registered borrower
loans.
We reserve the right to restrict
access to the loan marketplace to individuals who meet our minimum
credit criteria, as determined by us in our sole
discretion.
2. Minimum Credit Criteria and
Underwriting . As a
registered borrower, you may submit a loan request to IOU Central
in the amount of $1,000 to $25,000. Your loan request will be
submitted to our automated underwriting process and, if your loan
request is approved, you may proceed to make a posting on the loan
marketplace for a registered borrower loan. You may not have more
than one posting at a time on the loan marketplace and you may not
have more than two registered borrower loans outstanding at any
given time.
Our automated underwriting process
is comprised of the following four steps:
First , we will pre-screen you to determine if you are
eligible to participate in the loan marketplace by evaluating your
credit profile against our minimum credit criteria. Currently, our
minimum credit criteria include the following:
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a minimum Equifax
VantageScore© (“VantageScore”) of 670 and Equifax
Bankruptcy Navigator Index© score (“BNI score”) of
180 (except if you have a VantageScore in the range of 670-690, in
which case your minimum BNI score is 300, or a VantageScore in the
range of 691-710, in which case your minimum BNI score is
250);
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a minimum cumulative high credit
limit of $2,500 for loan requests less than or equal to $10,000,
$3,500 for loan requests greater than $10,000 and less than or
equal to $15,000, $5,000 for loan requests greater than $15,000 and
less than or equal to $20,000, and $10,000 for loan requests
greater than $20,000 and less than or equal to $25,000;
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a credit report showing no
current delinquencies, bankruptcies, foreclosures, existing
judgments, open tax liens, medical collections with a cumulative
balance greater than $2,000 in the past 24 months or non-medical
collections with a cumulative balance greater than $1,000 in the
past 24 months;
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a credit report showing a minimum
of two credit trade lines open and reviewed for at least six
months;
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a credit report showing a minimum
one year credit depth; and
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a credit report showing no
account in a consumer credit counseling plan.
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If you do not meet our minimum
credit criteria, you will not be permitted to make a posting for a
registered borrower loan on the loan marketplace.
Second , we assign one of nine proprietary credit
grades (A+, A, A-, B+, B, B-, C+, C or C-) to your loan request
based on a combination of your VantageScore and BNI
score.
Third , we use your credit grade, assumed default rate
and other risk factors to assign your loan request a suggested
interest rate. The other risk factors we consider include, among
others, your loan request amount, loan term, job and income
stability, housing occupancy and housing history and
expense.
Fourth , we use your credit grade together with your
debt-to-income ratio to determine a maximum loan amount. We will
calculate your debt-to-income ratio based on the total monthly debt
payments (excluding mortgage or housing expenses) reported by
Equifax and
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your self-reported income. We also
include the estimated payments on your requested loan amount and
our suggested interest rate for your loan in our calculation of
your debt-to-income ratio.
For a detailed description of our
minimum credit criteria and automated underwriting process,
including our credit grades, suggested interest rates and maximum
loan amounts, please refer to the Prospectus which is available at
[LINK TO PROSPECTUS].
Once we complete our underwriting
process, we will advise you if your loan request has been approved,
declined, placed under review, or counter-offered. If declined, we
will send you an adverse action notice stating the basis on which
your loan request was declined. If placed under review, we will
manually analyze all compensating factors to determine if you are
eligible to post a loan request on the loan marketplace and we will
advise you of our decision within one to two business days. If
counter-offered, we will inform you of changes you can make to your
loan request in order to get approved. For example you could
request a lower loan amount or increase the term of your loan
request. If approved, we will inform you of your assigned IOU
Central credit grade and suggested interest rate. You may then
personalize your loan request and proceed to make a posting on the
loan marketplace.
3. Postings .
Your posting is a request for a
personal, unsecured loan in a specified amount and for a specified
term. Postings are displayed publicly on our loan marketplace,
although certain information is only viewable by registered
lenders. Your posting must include all information required by us,
including, without limitation, the requested loan amount, credit
grade, suggested interest rate, debt-to-income ratio, intended use
of proceeds and other summary information from your credit report,
as well as self-reported occupation, employment status and income.
Your posting may contain other personal information posted by you,
such as your personal financial situation. You may not include any
personally identifying information, including, without limitation,
your name, address, phone number, email address, Social Security or
driver’s license number, or your bank account or credit card
numbers in your posting or elsewhere on the loan marketplace.
Postings that include this information are subject to cancellation
by us, or deletion or redaction by us of the personally identifying
information, although we are under no obligation to take such
actions and you include such information solely at your own
risk.
Your posting will be valid for 14
days unless you accept funding prior to the expiration of the 14
day period. You may accept funding manually or by using the
Auto-Fund feature of the loan marketplace (as described below). You
may withdraw your posting at any time prior to accepting any bids
from a registered lender. You may not have more than one posting at
a time on the loan marketplace and you may not have more than two
registered borrower loans outstanding at any given time.
“Auto-Fund” is a feature
of our loan marketplace that allows you to automatically accept
funding of your registered borrower loan request when bids are
received in an aggregate amount that is equal to the loan request
amount specified by you and at interest rates that are equal to or
less than an interest rate specified by you. Auto-Fund allows you
to automatically close a registered borrower loan that has been
fully funded with bids in an aggregate amount and at a weighted
average interest rate that is acceptable to you without any further
action
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from you. In the event you choose to
Auto-Fund your registered borrower loan, we will execute the
related promissory note evidencing your registered borrower loan on
your behalf under the power of attorney described in
Section 5 of the Registered Borrower Loan
Agreement.
4. Registered Lender Bids
. Once you make a posting
on the loan marketplace, you will be able to monitor bids made on
your posting. A bid is a registered lender’s commitment to
purchase a Note from us in the principal amount and at the interest
rate set forth in the registered lender’s bid. Registered
lenders bid the amount they are willing to commit to the purchase
of a Note that is dependent for payment on payments we receive on
your registered borrower loan and the interest rate they are
willing to accept. For a detailed description of the Notes, please
refer to the Prospectus which is available at [LINK TO PROSPECTUS].
Currently, a bid may be made in the amount of $25 (or integral
multiples of $25) and the full amount of your posting.
You acknowledge that a registered
lender’s bid is a commitment to purchase a Note from us
corresponding to all or a portion of your registered borrower loan
and does not confer any rights to you. You understand that
individual registered lenders make their own decisions whether to
make a bid on your posting and commit funds to purchase a Note from
us. We may also participate in the loan marketplace as a registered
lender and may make bids on postings, but we are not obligated to
do so.
5. Registered Borrower Loans;
Closing and Funding . Your registered borrower loan will have a
principal balance between $1,000 and $25,000, in the specific
amount and on the terms set forth in the disclosures provided to
you at [LINK TO DISCLOSURES]. In no event will the principal amount
of your registered borrower loan exceed the maximum loan amount
determined by our automated underwriting process. Your registered
borrower loan will have a fixed interest rate and a fixed term of
one, two or three years, as determined by you and set forth in your
posting. The fixed interest rate is a blended rate based on the
weighted average of the principal amount and interest rate set
forth in registered lender bids accepted by you for your registered
borrower loan. You may prepay your registered borrower loan at any
time without penalty. In the event of a partial prepayment, we will
reduce the outstanding principal balance of your registered
borrower loan by the amount of the partial prepayment but we will
not recalculate your amortization schedule. This means that your
monthly payment will remain the same and your registered borrower
loan will be repaid prior to the original maturity date. Your
obligations, including your obligation to repay principal and
interest, are set forth in the Registered Borrower Loan Agreement
and related promissory note you will make to us which are available
at [LINK TO LOAN AGREEMENT].
Your registered borrower loan will
be closed and funded if you choose to accept bids reflecting full
or partial funding of the loan, either manually or using Auto-Fund.
Any bids not accepted by you at the time you choose to fund your
loan or when your posting expires will automatically be withdrawn.
If you proceed to make a posting on the loan marketplace, you agree
to execute, and be bound by the terms set forth in, the Registered
Borrower Loan Agreement and related promissory note. If you
manually accept bids and close your registered borrower loan, you
will execute the promissory note directly; if you elect to
Auto-Fund your registered borrower loan, we will execute the
promissory note on your behalf under the power of attorney
described in Section 5 of the Registered Borrower Loan
Agreement.
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You authorize us to disburse
registered borrower loan proceeds to you by crediting your IOU
Central account. At your request, we will transfer available funds
from your IOU Central account to your designated and verified bank
account by Automated Clearing House (“ACH”)
transfer.
WE WILL NOT DISBURSE ANY PROCEEDS TO
YOU FOR YOUR REGISTERED BORROWER LOAN UNLESS AND UNTIL SUFFICIENT
PROCEEDS ARE RECEIVED BY US FROM REGISTERED LENDERS PURCHASING
NOTES CORRESPONDING TO YOUR REGISTERED BORROWER LOAN.
6. IOU Central Terms and
Conditions . You
acknowledge that you have agreed to comply, and will comply, with
the IOU Central Terms and Conditions.
7. Authorization to Obtain
Credit Report . Each
time you submit a loan request to us, you will be required to
authorize us to obtain a credit report from the Equifax consumer
credit reporting agency, which will include your VantageScore and
BNI score. Your authorization will be in the form of Exhibit
A attached to this Agreement. We may use the credit report for
any lawful purpose, including, without limitation, (a) for
authentication purposes (i.e., to make sure you are who you say you
are), (b) to determine your eligibility to participate in the
loan marketplace by evaluating your credit profile against our
minimum credit criteria, (c) to assign your loan request a
credit grade, (d) to determine how much non-mortgage debt you
currently have in order to determine your debt-to-income ratio,
(e) to assign a suggested interest rate to your loan request,
(f) to determine a maximum loan amount for your loan request,
and (g) to identify and display certain information and
characteristics from your credit profile in your posting,
including, without limitation, the number, age, type and status of
the credit lines currently being reported, public records (such as
bankruptcies, foreclosures and judgments) and mortgage loans
appearing on your credit report, and the number of your recent
requests for credit. Information from your credit report will be
displayed publicly on the loan marketplace with your postings,
although certain information is only viewable by registered
lenders. However, we will not display or disclose your
VantageScore, BNI score or other credit scores we obtain to anyone.
You authorize us to verify information in your credit report and
you agree that we may contact third parties to verify any such
information. We will obtain your credit report each time you submit
a completed loan request to us, except that we will not obtain a
new credit report when you submit a loan request within
(30) days of the date the credit report was
obtained.
8. Bank Account
Verification . You
acknowledge that you will be required to authorize us to initiate a
credit and debit entry between your IOU Central account and your
bank account in the amount of $0.01 to $0.25 for account
verification purposes through the ACH network. Your authorization
will be in the form of Exhibit B attached to this Agreement.
This transaction is for verification purposes only and will not
result in any funds being removed from your bank account. The
deposit amount will always be equal to or greater than the
withdrawal amount. If you do not agree to this verification, you
will not be permitted to submit a loan request to us.
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9. Origination Fee
. If your posting results
in a registered borrower loan, you must pay us a non-refundable
origination fee. The amount of this fee is 2.0% of the aggregate
principal amount of your registered borrower loan, or such lesser
fee as may be provided by applicable law (see the disclosures at
[LINK TO DISCLOSURES]). This fee will be deducted from your
registered borrower loan proceeds, so the loan proceeds credited to
your IOU Central account will be less than the full amount of your
registered borrower loan. You acknowledge that the origination fee
wil