Prosper API Terms of Use
AS A CONDITION TO USING PROSPER’S APPLICATION PROGRAMMING INTERFACE ("API"), YOU
MUST COMPLY WITH THE FOLLOWING TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS,
PROSPER DOES NOT GRANT YOU A LICENSE TO USE THE API.
The following are terms of a legal agreement (the "Agreement") between you and Prosper
Marketplace CA, Inc. ("Prosper", "we", or "us") that sets forth the terms and conditions
for your use of Prosper’s API. The API is owned and operated by Prosper. The API,
together with all data, text, articles, design, source code, software, photos, images
and other content or information made available through the API is collectively
referred to in this Agreement as the "API Service." By accessing, browsing or using
the API Service, you acknowledge that you have read, understood, and agree to be
bound by the terms of this Agreement and to comply with all applicable laws and
regulations. You also agree to comply with Prosper’s Terms of Use, as they may be
amended from time to time.
We reserve the right to amend this Agreement at any time and will notify you of
any such changes by posting the revised Agreement on the Prosper website (the "Site").
You should check this Agreement periodically for changes. Unless otherwise indicated,
all changes shall be effective upon posting. Your continued use of the Site after
any change to this Agreement constitutes your agreement to be bound by any such
changes. We may, in our sole discretion, with or without cause, terminate this Agreement
at any time without prior notice or liability to you or anyone else.
LICENSE TO USE API SERVICE
Prosper grants you a limited, non-exclusive, non-transferable, non-assignable, non-sublicenseable
license to use the API Service for any lawful use that does not compete with products
and services offered by Prosper, on the terms set forth in this Agreement. The license
shall continue for as long as we make the API Service available to you, provide,
however, that the license will terminate immediately if you violate the terms of
this Agreement. We may, in our sole discretion, with or without cause, modify, enhance,
suspend, terminate or discontinue this license, or restrict your access to all or
any part of the API Service at any time without prior notice or liability to you
or anyone else. The API Service may contain technical inaccuracies or typographical
errors, and Prosper does not undertake any obligation or responsibility to update
or amend the API Service, or to provide support for your use of the API Service.
All data obtained via the authenticated API is explicitly prohibited from publication and distribution.
COMPLIANCE WITH LAW
You agree to use the API Service only for lawful purposes. You are prohibited from
any use of the API Service that would constitute a violation of any applicable federal,
state or local laws, including but not limited to, the Equal Credit Opportunity
Act and other fair lending laws, Truth in Lending Act, Fair Debt Collection Practices
Act, Federal Trade Commission Act, federal or state consumer privacy laws, state
licensing laws, or state unfair and deceptive trade practices statutes, or in any
manner that could give rise to any civil or criminal liability. In particular, any
use or display any data, text, articles, design, source code, software, photos,
images and other content or information made available through the API must be in
full compliance with the federal Fair Credit Reporting Act as well as all applicable
state credit reporting statutes and regulations. If you access the API Service from
outside of the United States, you are solely responsible for ensuring compliance
with the laws of your specific jurisdiction. Children under the age of 18 are not
eligible to use the API Service.
GENERAL RESTRICTIONS
You agree not to (i) modify, decompile or otherwise alter the API Service, (ii)
use the API Service to reveal or display any non-public personally identifiable
information of any user of the Site, (iii) use the API Service to defame, libel,
threaten or harass any user of the Site or the API Service, or (iv) use the API
Service to bid on listings on behalf of other lenders without Prosper’s prior written
consent.
USE OF COPYRIGHTED MATERIAL
The copyright in all data, text, articles, design, source code, software, photos,
images and other content or information made available through the API is held by
Prosper or by the original creator of the material and is protected by U.S. and
International copyright laws and treaties. Any unauthorized use of such material
may violate copyright laws, trademark laws, the laws of privacy, and other statutes
and regulations governing intellectual property. PATENT INFORMATION
Technologies and processes embodied in and used by the Site and the API Service
are covered by one or more Prosper U.S. patents pending.
TRADEMARKS
The name "Prosper" (either alone or accompanied by the Prosper logo), the Prosper
logo), Prosper.com, and all related logos (collectively the "Prosper marks") are
trademarks or service marks of Prosper. Other company, product, and service names
and logos used and displayed on the API Service may be trademarks or service marks
owned by Prosper or others. The offering of the API Service shall not be construed
as granting, by implication, estoppel, or otherwise, any license or right to use
any of the Prosper marks, without our prior written permission in each instance.
You may not use, copy, display, distribute, modify or reproduce any of the trademarks
found in the API Service unless in accordance with written authorization by us.
We prohibit use of any of the Prosper marks as part of a link to or from any website
unless establishment of such a link is approved in writing by us in advance. Any
questions concerning any Prosper marks, should be referred to Prosper.
ATTRIBUTION
If you use the API Service in connection with any website or with any application
that makes reference to Prosper and is designed for use by third parties, whether
for free or for compensation, you must include the following notice in 8-point type
or larger: "This website is not endorsed by, owned by or affiliated with Prosper
Marketplace, Inc."
FEES
The API Service is currently offered free of charge. Prosper reserves the right
charge fees or royalties for use of the API Service in the future.
DISCLAIMER OF WARRANTIES
PROSPER DOES NOT WARRANT OR GUARANTEE THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY,
COMPLETENESS, OR USEFULNESS OF THE API SERVICE AND PROSPER DISCLAIMS LIABILITY FOR
ERRORS OR OMISSIONS IN THE API SERVICE. THE API SERVICE IS PROVIDED "AS-IS," WITHOUT
ANY WARRANTY, EITHER EXPRESS OR IMPLIED. PROSPER DISCLAIMS ALL WARRANTIES, INCLUDING,
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY THAT THE SITE IS FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS. THIS DOES NOT AFFECT THOSE WARRANTIES THAT ARE INCAPABLE
OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
INDEMNIFICATION
You agree to indemnify and hold harmless Prosper and any of its affiliates, or their
respective officers, directors, employees, agents, independent contractors or licensors
(collectively the "Prosper Parties") from and against any and all claims, losses,
expenses, demands or liabilities, including attorneys’ fees and costs, incurred
by the Prosper Parties in connection with any claim by a third party (including
any intellectual property claim) arising out of (i) your use of the API Services
and any data, text, articles, design, source code, software, photos, images or other
content or information you access using the API Service or by any other means, (ii)
a third party’s use of such content or information that you access using the API
Service and make available to such third party, or (iii) your violation of this
Agreement or any applicable law. You further agree that you will cooperate fully
in the defense of any such claims. Prosper Parties reserve the right, at their own
expense, to assume the exclusive defense and control of any matter otherwise subject
to indemnification by you, and you shall not in any event settle any such claim
or matter without the written consent of Prosper.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL PROSPER PARTIES BE LIABLE TO YOU OR ANY OTHER PARTY
FOR ANY LOST PROFITS, BUSINESS INTERRUPTION OR CONSEQUENTIAL, INCIDENTAL, SPECIAL,
EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OR RELATING IN ANY WAY TO YOUR
USE OF, OR INABILITY TO USE, THE API SERVICE, OR IN CONNECTION WITH ANY FAILURE
OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION,
COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF INFORMED OF THE POSSIBILITY OF
SUCH DAMAGES. PROSPER’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTS ACTUALLY
PAID BY YOU TO PROSPER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO A CLAIM. WITH RESPECT TO API SERVICE PROVIDED FREE OF CHARGE OR FOR
WHICH NO AMOUNT HAS BEEN PAID TO PROSPER, PROSPER PARTIES SHALL HAVE NO LIABILITY
ARISING FROM YOUR USE OF THE API SERVICE, AND YOUR SOLE REMEDY FOR DISSATISFACTION
WITH THE API SERVICE IS TO STOP USING THE API SERVICE.
SUBMISSIONS TO THE SITE
All remarks, discussions, ideas, concepts, know-how, techniques, graphics or other
submissions communicated to Prosper through the Site, including any forums or other
communications relating to the API Service (collectively, "Submissions") will be
deemed and remain the property of Prosper, and Prosper is entitled to use any Submission
for any purpose, without restriction or compensation to the individual who has provided
the Submission. Prosper shall not be subject to any obligations of confidentiality
regarding Submissions except as expressly agreed by Prosper or as otherwise required
by applicable law. Nothing contained in this Agreement shall be construed as limiting
Prosper’s responsibilities and obligations under its Privacy Policy.
AVAILABILITY
The API Service not intended for distribution to, or use by, any person or entity
in any jurisdiction or country where such distribution or use would be contrary
to applicable law or regulation. By offering the API Service no distribution or
solicitation is made by Prosper to any person to use the API Service in jurisdictions
where the provision of the API Service is prohibited by law.
RELATIONSHIP
Your use of the API Service does not create, and nothing contained in this Agreement
will be deemed to establish, an employment, agency, franchise, joint venture or
partnership relationship between you and Prosper. You have no power or authority
to enter into any agreement for or on behalf of Prosper, or incur any obligation
or liability of, or otherwise bind Prosper, and you agree not to attempt to do so.
WAIVER
Failure by Prosper to enforce any of its rights under this Agreement shall not be
construed as a waiver of those rights or any other rights in any way whatsoever.
APPLICABLE LAW AND DISPUTE RESOLUTION
This Agreement and all other aspects of your use of the API Service shall be governed
by and construed in accordance with the laws of the State of California, without
regard to its conflict of laws rules. You agree that you will notify Prosper in
writing of any claim or dispute concerning or relating to the API Service and the
information or services provided through it, and give Prosper a reasonable period
of time to address it before bringing any legal action, either individually or as
a class member against Prosper. You agree to submit to the personal jurisdiction
of the state and federal courts located in the City and County of San Francisco,
California.
OTHER AGREEMENTS
This Agreement shall be subject to any other agreements you have entered into with
Prosper; however, with regard to your use of the API Services, in the event of any
conflict between this Agreement and any other agreement to which you and Prosper
are bound, the terms of this Agreement shall control.
ADDITIONAL TERMS
Certain sections or pages on the Site may contain separate terms and conditions
of use, which are in addition to the terms and conditions of this Agreement. In
the event of a conflict, the additional terms and conditions will govern for those
sections or pages.
SEVERABILITY
If any provision of this Agreement is found to be invalid or unenforceable, the
remaining provisions shall be enforced to the fullest extent possible, and the remaining
provisions of the Agreement shall remain in full force and effect.
GENERAL PROVISIONS
This Agreement will be binding on, inure to the benefit of, and be enforceable against
the parties to this Agreement and their respective successors and assignees. Neither
the course of conduct between the parties to this Agreement nor trade practice shall
serve to modify any provision of this Agreement. All rights not expressly granted
herein are hereby reserved. Section headings are for reference purposes only and
in no way define, limit, construe or describe the scope or extent of such section.
CONTACTING US
If you have questions regarding this Agreement or the API Service, please contact
us by e-mail at APIServices@prosper.com.
Last Updated: April 28, 2009
