Trustee Agreement

Kiva Microfunds ("Kiva") operates a program ("Kiva US"), pursuant to which users of certain websites and web applications owned or operated by Kiva (collectively, the "Website") have the ability, through Kiva and the Website, to connect with and directly loan debt capital to borrowers to use for small business loans in the United States. Borrowers who are approved to fundraise on the Website can be referred to the Kiva US program by individuals or organizations in their community that publicly endorse such borrowers ("Trustees").

THE FOLLOWING TERMS (this "Agreement") CONSTITUTE A BINDING AGREEMENT BETWEEN YOU ("you") AND KIVA. BY ACCEPTING THIS AGREEMENT, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THIS AGREEMENT, AND YOU INTEND TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU ARE SIGNING ON BEHALF OF AN ORGANIZATION OR OTHER ENTITY, YOU SIGNIFY THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY TO THE TERMS OF THIS AGREEMENT. These terms affect your rights, and you should retain a copy of this Agreement for your records.

1. Purpose of Agreement.

By entering into this Agreement with Kiva, you agree to serve as a Trustee by referring individuals or entities to apply for small business loans (such individuals and entities, collectively, the "Referred Borrowers") on the basis of your best knowledge after due inquiry of the Referred Borrowers. You also agree to publicly endorse the funding of Referred Borrowers on the Website, with the hope and intent that debt capital for Referred Borrowers to use for the business purposes specified by such Referred Borrowers ("Loans") will be raised on the Website from users of the Website (“Users”). You will perform duties such as providing Referred Borrowers with support during their Loan application process. You agree that you will never submit a Referred Borrower's loan application without the Referred Borrower's understanding and consent.

2. Use of Website.

(a) Subject to the terms of this Agreement, Kiva will provide you with ongoing access to the Website. By using the Website, you agree to and shall be bound by the terms of use of the Website, as posted on the Website and as modified by Kiva from time to time (collectively, "Terms of Use Agreement"), as and to the extent applicable to you.

(b) You may use the Website solely in the performance of your obligations under this Agreement and not in connection with any other endeavors (whether commercial or otherwise) without the prior express written consent of Kiva. Without limiting the foregoing, you will not, through the Website, (i) transmit any spam, advertising, solicitation, chain letters, junk email or other publicity, marketing or promotional materials to Users or any borrowers posted on the Website (collectively, "Borrowers"); or (ii) collect usernames, email addresses or other personal information of Borrowers or Users by electronic or other means for any reason. Your illegal or unauthorized use of the Website for any reason shall be deemed a material breach of this Agreement. In addition, you acknowledge that Kiva may take any and all appropriate legal action in connection with illegal or unauthorized uses of the Website, including without limitation civil, criminal and injunctive redress.

(c) Kiva has sole and absolute discretion to review and determine whether information, photos, content and other materials are appropriate to post to the Website. You will not post to the Website or otherwise provide to Kiva any information, photos, content and other materials (including without limitation Trustee Information (as defined below) and information regarding each Referred Borrower) (collectively, "Trustee Provided Content") that is inappropriate, including without limitation profanity, lewd content, sexual content, violent content, politically or religiously divisive content, or propaganda of any sort. Kiva has the right to delete all or any portion of any Trustee Provided Content that in the sole and absolute judgment of Kiva violates this Agreement or which might be offensive, inappropriate, illegal, harmful or that might violate the rights or threaten the safety of others.

3. Kiva US Information and Content.

(a) Use of Trustee Information. You acknowledge and agree that information about you, including without limitation (i) your name, location, status and performance as a Trustee, (ii) information from the public section of your Kiva US application, and (iii) any breach, violation or dispute by you in connection with or arising from this Agreement or your participation in the Kiva US program (collectively, "Trustee Information"), may be published on the Website and outside the Website in other forms and media (whether now known or later created), in Kiva's sole and absolute discretion. You shall provide Trustee Information to Kiva, as reasonably requested by Kiva.

(b) Proprietary Rights in Website. Kiva owns and retains all proprietary rights in the name "Kiva" and the "Kiva" logo, as well as other trademarks, service marks, logos, trade names and brands of Kiva. Subject to your rights in the Trustee Provided Content, as between you and Kiva, Kiva owns and retains all proprietary rights in the Website. The Website contains the marks, copyrighted material and other proprietary information, photos, content and other materials of Kiva and its licensors (collectively, "Proprietary Information"). Except for Trustee Provided Content, you may not copy, modify, create derivative works, distribute, perform, display or otherwise use any Proprietary Information without Kiva's prior written consent.

(c) Other Information. It shall be deemed a material breach of this Agreement for you to use any information received or otherwise made available in connection with or arising from your participation in the Kiva US program, including without limitation the Website, in order to contact, advertise to, solicit or sell to any Borrowers or Users (other than as required for you to perform your obligations under this Agreement and to provide updates through the Website regarding Referred Borrowers' progress with their respective Loans). Notwithstanding the foregoing, Kiva assumes no obligation to monitor your conduct off of the Website. 4. Confidentiality.

(a) Terms and Existence of Agreement. You agree to keep confidential and not to disclose any information with respect to the terms of this Agreement without Kiva's prior written consent. You consent to Kiva's disclosure of the existence of this Agreement and Kiva's relationship with you on the Website and in other forms and media (whether now known or later created).

(b) Confidential Borrower Information. "Confidential Borrower Information" shall mean all information relating to a Referred Borrower that is received or otherwise made available to you in connection with or arising from your participation in the Kiva US program and that could reasonably be deemed confidential, including without limitation the delinquency or default of any Referred Borrower and information from a Referred Borrower's Kiva US application. You agree not to use the Confidential Borrower Information for any purpose other than to perform your obligations as a Trustee. You shall not disclose Confidential Borrower Information to any person or entity other than Kiva. You will maintain the confidentiality of the Confidential Borrower Information using at least the same care that you use with respect to your own confidential information but in no event less than reasonable care. Notwithstanding the foregoing, you have the right to disclose Confidential Borrower Information to the extent required by a valid written order of a court, administrative agency or other governmental body, provided that before making such a disclosure, you will notify Kiva and provide Kiva with a reasonable opportunity to contest or limit such order or to seek a protective order. You shall promptly inform Kiva in writing of any misappropriation or misuse of the Confidential Borrower Information of which you become aware. Upon request by Kiva, you shall promptly return to Kiva or destroy all Confidential Borrower Information in your possession or control and certify such return or destruction to Kiva in writing.

5. Program Participation.

(a) Referred Borrowers. During the Term (defined in Section 8), you agree to use reasonable efforts to seek potential Referred Borrowers that meet the qualifying features and guidelines separately provided to you by Kiva (collectively, "Borrower Criteria"). You shall provide to Kiva an endorsement of each Referred Borrower based on your assessment that each Referred Borrower is able and likely to repay such Referred Borrower's Loans ("Endorsement"), which Endorsement shall include a true, correct and complete description of your relationship with such Referred Borrower. For the purpose of clarity, Endorsements are considered Trustee Provided Content. None of the following shall in any way obligate Kiva to post on the Website, or the Users to fund, a Loan to any Referred Borrower (and you agree not to represent any such obligation or guarantee on Kiva's part to a Referred Borrower): (i) your referral of any Referred Borrower to Kiva, (ii) submission of a Loan application for any Referred Borrower to Kiva, and (iii) posting of any Referred Borrower on the Website.

(b) Client Protection Principles. From time to time, the Smart Campaign posts "Client Protection Principles" on its website at http://www.smartcampaign.org/about/smart-microfinance-and-the-client-protection-principles (the "Principles"). You agree to read and to abide by the spirit of the Principles with respect to your relationship as a Trustee to the Referred Borrowers.

(c) No Interest Rate or Fees. You acknowledge that Kiva will not, as a part of the Kiva US program, charge or accept any interest or fee from Referred Borrowers for Loans to such Referred Borrowers.

(d) Costs and Expenses. It is expected that you will not need to incur any costs and expenses in connection with this agreement. However, if you do incur costs and expenses, you shall be responsible for covering them.

6. Verification Rights. You authorize Kiva to verify the Trustee Provided Content and your compliance with this Agreement, as Kiva deems necessary and advisable, and to the extent permitted by this Agreement and applicable law. You agree to cooperate with Kiva or any third-party auditors that require access to information, photos, content and other materials in your possession or control that could reasonably be relevant to verify Trustee Provided Content and your compliance with this Agreement. If Kiva discovers any material discrepancy, widespread discrepancies, willful misconduct, fraud or gross negligence on your part, Kiva has the right to immediately terminate this Agreement and your rights to participate in the Kiva US program and take any and all appropriate legal action. Notwithstanding the foregoing, Kiva shall be under no obligation to verify and has the right to rely on Trustee Provided Content without taking any further action.

7. Limitation of Liability; No Warranties.

(a) LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO ANY DAMAGES FROM KIVA'S OWN GROSS NEGLIGENCE OR ERRORS OF JUDGMENT OR MISTAKES OF LAW THAT WERE NOT COMMITTED BY KIVA IN A GOOD FAITH EFFORT TO CARRY OUT ITS DUTIES UNDER THIS AGREEMENT, THE KIVA INDEMNITEES AND THE PARTNER ORGANIZATIONS OF KIVA AND ITS AFFILIATES ARE NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR ANY DAMAGES YOU MAY INCUR IN CONNECTION WITH OR ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) USE OF THE WEBSITE, (II) INCORRECT OR INACCURATE CONTENT OR INFORMATION POSTED ON THE WEBSITE, (III) ANY LOANS MADE TO REFERRED BORROWERS, (IV) INTERACTIONS WITH AND CONDUCT OF USERS, WHETHER ONLINE OR OFFLINE, AND (V) ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF THE WEBSITE.

(b) NO WARRANTIES. THE WEBSITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICE OR ADVICE PROVIDED IN CONNECTION WITH THE WEBSITE AND THIS AGREEMENT, IS PROVIDED BY KIVA "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR USE OF THE WEBSITE AND RELATED SERVICES AND ADVICE.

8. Term. This Agreement shall begin on the date that you submit your Kiva US application to Kiva and click-accept this Agreement (“Effective Date") and shall remain in full force and effect until terminated in accordance with Section 9 (such period, the "Term").

9. Termination.

(a) Termination without Cause. Subject to Section 9(c), either party may terminate this Agreement without cause by delivering thirty (30) days written notice to the other party.

(b) Termination for Cause by Kiva. Subject to Section 9(c), by providing written notice to you, Kiva may immediately terminate this Agreement upon the occurrence of any of the following:

(i) If Kiva determines that you have materially breached or otherwise materially violated this Agreement;

(ii) If you are unable to pay your debts as they fall due, become insolvent, file for any form of bankruptcy, have a petition in bankruptcy filed against you, make any assignment for the benefit of creditors, seek protection or relief under any law of any jurisdiction, are issued any order for relief, or are appointed a receiver, trustee or other similar official; or

(iii) If Kiva discovers any alleged criminal or fraudulent conduct on your part that you have failed to disclose to Kiva.

(c) Effect of Termination. Upon any expiration or termination of this Agreement, you will cease using the Website. Notwithstanding any expiration or termination of this Agreement, Sections 3, 4, 5(e), 6, 7, 9(c), and 10 through 13 shall survive any expiration or termination of this Agreement.

10. Representations and Warranties; Indemnity.

(a) You represent and warrant that (i) all Trustee Information and (ii) to the best of your knowledge after due inquiry, all other Trustee Provided Content is true, correct and complete in all respects, and you will promptly notify Kiva of any changes to Trustee Provided Content that you have previously provided.

(b) You represent and warrant that, to the best of your knowledge after due inquiry, each Referred Borrower meets the Borrower Criteria with your Endorsement of such Referred Borrower.

(c) You represent and warrant that you will not, whether directly or indirectly, charge or accept any interest or fee or accept any financial benefit or other material benefit from or on behalf of Referred Borrowers in connection with, or arising out of, your performance of this Agreement or in your capacity as a Trustee.

(d) You represent and warrant to Kiva that you own or have all necessary rights concerning all Trustee Provided Content (including without limitation Trustee Information) to grant the licenses to Trustee Provided Content that are granted by you under this Agreement and that the exercise of such licenses pursuant to this Agreement will not violate the intellectual property, privacy, publicity, proprietary or any other rights of any person or entity.

(e) You represent and warrant that (i) you have the legal competence and capacity to enter into and perform your obligations under this Agreement and (ii) you are, and at all times will be, in compliance with all applicable laws.

(f) You shall not, in any way (whether physically or emotionally) or by any means (whether online or offline), intimidate, threaten, abuse, harm or otherwise harass any Referred Borrowers, Borrowers or Users. Without limiting the foregoing, you shall not in any communications that are not of a private nature, in any form or media (whether now known or later created), criticize, ridicule or make any statement which disparages or is derogatory of any Referred Borrowers.

(g) You agree to indemnify and hold the Kiva Indemnitees harmless from and against any Damages directly arising out of your use of the Website or arising from your breach or other violation of this Agreement, including, but not limited to, any breach of your representations and warranties set forth above; provided, however, you will not indemnify Kiva for any claim of any nature which asserts in any way that the raising of funds through the Website violates the laws of any jurisdiction. Any indemnification language in the Terms of Use Agreement which might be deemed to apply to the parties is hereby superseded by the provisions in this Agreement.

11. Nature of Relationship Between the Parties; Delegation.

(a) The parties agree nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship. Neither party shall have any right to obligate or bind the other, nor shall either party hold itself out to third parties as having any such right or any authority whatsoever to enter into contracts on behalf of the other. You are not the agent of Kiva and are not authorized to make any representation, contract or commitment on behalf of Kiva. Under no circumstances will you look to Kiva as an agent, employee or principal. You shall be solely responsible for maintaining your own insurance coverage. You agree to be solely responsible for all dealings and relations with Referred Borrowers, and to indemnify and hold harmless the Kiva Indemnitees from and against any and all Damages directly arising from the matters in this sentence.

(b) You agree to be responsible for your acts (including, but not limited to, any injuries or death resulting therefrom) and to indemnify and hold harmless the Kiva Indemnitees from and against any and all claims, costs and Damages directly arising from the matters in this sentence. You shall not delegate any of your obligations under this Agreement.

12. Identity Verification. If it becomes necessary to verify your identification, yYou hereby authorize Kiva to provide your basic identity information to a credit reference bureau to conduct identity verification.

13. Miscellaneous.

(a) Third Party Beneficiaries. This Agreement is solely for the benefit of the parties and is not intended to confer upon any third party any rights or remedies hereunder.

(b) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by electronic mail or facsimile if sent during normal business hours in the region of recipient's address, and if not during such normal business hours, then on the next business day, (iii) five calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the other party hereto at such party's address. Kiva's address is 875 Howard St. Suite 340, San Francisco, California, 94103. Your address shall be the address listed in your Kiva US application. Either party may designate a new address by giving ten (10) days advance written notice of the new address to the other party.

(c) Successors and Assigns. You may not assign or otherwise transfer this Agreement without the prior written consent of Kiva. For the purpose of this Section 13(c), "transfer" includes, without limitation, any transfer by operation of law. Kiva may freely assign and transfer this Agreement. This Agreement shall inure to the benefit of the permitted successors and assigns of the parties and shall be binding upon the parties' successors and assigns.

(d) Attorneys' Fees. In the event that any proceeding or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including, without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

(e) Governing Law; Dispute Resolution. This Agreement shall be construed and enforced in accordance with, and governed by, the internal laws of the State of California without reference to its conflicts of law provisions. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be submitted to the American Arbitration Association (“AAA”) and shall be finally settled under the AAA rules and procedures (“Rules”). There shall be one arbitrator agreed to by the Parties within thirty (30) days of receipt by respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with the Rules. The seat or place of arbitration shall be in the city of San Francisco in the United States of America. The arbitration shall be held, and the award shall be rendered, in the English language. The award shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction. Nothing in this Agreement shall prevent either party from seeking temporary, interim injunctive relief from any court having jurisdiction.

(f) Compliance with Anti-Terror Guidelines. Kiva checks the names of Trustees and Borrowers against the U.S. government’s “Specially Designated Nationals and Blocked Persons List” (sdnsearch.ofac.treas.gov) and the European Union’s “Consolidated list of persons, groups and entities subject to EU financial sanctions” (eeas.europa.eu/cfsp/sanctions/consol-list_en.htm)). Kiva commits to abiding by United States laws regarding the prevention, detection and prosecution of international money laundering and the financing of terrorism, and reserves the right to report suspicious findings to the appropriate authorities. You are expected to abide by local laws regarding the prevention, detection and prosecution of international money laundering and the financing of terrorism. If you are found to be in violation of these laws, Kiva reserves the right to terminate this Agreement immediately.

(g) Independent Counsel. You acknowledge that this Agreement has been prepared on behalf of Kiva by its legal counsel and that its legal counsel does not represent you, and is not acting on your behalf. You acknowledge that you have had an opportunity to consult with your own counsel with respect to this Agreement.

(h) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between you and Kiva with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended or modified, in whole or in part, except by an agreement in writing signed by both you and Kiva.

(i) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, such provision shall be excluded from this Agreement, and the rest of the Agreement shall be interpreted as if such provision were so excluded and shall be fully enforceable in accordance with the remaining terms.

(j) Translation. In the event that this Agreement is translated into any language other than English, the English version of this Agreement shall control in all instances, and any error or inconsistency in translation shall not affect, modify, amend or change the meaning or construction of any term or provision contained in the English version of this Agreement.