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, its parent company, Prosper Marketplace, Inc., any affiliates or any subsidiaries, on the terms set forth in this Agreement. The license shall continue for as long as we make the API Service available to you; provided, 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.
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.
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.
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 Funding LLC."
The API Service is currently offered free of charge. Prosper reserves the right to 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.
You agree to indemnify and hold harmless Prosper, its parent, any affiliates, any subsidiaries 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 the relevant Prosper Parties.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL THE 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. THE PROSPER PARTIES’ 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, THE 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
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.
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.
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.
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.
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.
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.
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.
If you have questions regarding this Agreement or the API Service, please contact us by e-mail at APIServices@prosper.com.
Last Updated: February 1, 2013