This Group Leader Registration Agreement (the "Agreement") is made and entered into between you and Prosper Funding LLC ("Prosper").
All loans originated through the Prosper platform are made by WebBank, an FDIC-insured Utah-chartered Industrial Bank.
2. Group Leader's Services. You agree to do the following:
- Set up a group home page on the Prosper website, describing your group;
- Become familiar with how Prosper works, and invite your group members to the Prosper platform;
- Act as the liaison between your group and Prosper;
- Consider requests from individuals to join your group, and allow individuals who meet your group's eligibility criteria to join your group; and
- Do your best to monitor, protect and promote the integrity and reputation of your group.
THE PROSPER PLATFORM IS INTENDED TO FOSTER IDEALS OF COMMUNITY SERVICE, CONNECTION AND RESPONSIBILITY. YOU AGREE THAT YOU WILL NOT DISCRIMINATE AGAINST ANY INDIVIDUAL REQUESTING TO JOIN YOUR GROUP OR ANY GROUP MEMBER ON THE BASIS OF RACE, COLOR, RELIGION, NATIONAL ORIGIN, SEX, MARITAL STATUS, AGE, SEXUAL ORIENTATION, MILITARY STATUS, THE BORROWER'S SOURCE OF INCOME, OR ANY OTHER BASIS PROHIBITED BY AN APPLICABLE FEDERAL, STATE OR LOCAL FAIR LENDING LAW, INCLUDING WITHOUT LIMITATION THE EQUAL CREDIT OPPORTUNITY ACT.
3. Compensation. Group leaders are not entitled to receive, and do not receive, any compensation for serving as a group leader.
4. No Loan Guarantees. Group leaders do not guarantee payments on any loan, and you are not required or obligated in any way to guarantee any loan obtained through the Prosper platform by any member of your group, or by any other person. Prosper does not guarantee any loans and does not act as a guarantor of any loan payment or payments by any Prosper borrower. Prosper allows borrowers to create a network of Prosper friends, and obtain lender commitments and recommendations of listings from one or more of the borrower's designated Prosper friends. Recommendations accompanying lender commitments from borrowers' Prosper friends are displayed with borrowers' listings. Prosper friends do not guarantee payments on any loan, and a lender commitment or recommendation of a listing from a borrower's Prosper friend does not obligate the individual making the lender commitment or recommendation to guarantee or make any payments on any loan.
5. Prohibited Activities. Group leadership on the Prosper platform does not confer upon you authority to perform any of the activities described below. You agree that you will not do the following, in connection with any listings, lender commitments, loans or other transactions involving or potentially involving Prosper:
6. Marketing. Prosper may, from time to time, make marketing materials available to you for distribution or display to group members. You may not revise, alter or otherwise modify any such marketing materials without Prosper's express written consent.
- Represent yourself to any group member or other person, as a representative, employee, or agent of Prosper, or purport to speak to any person on behalf of Prosper;
- Charge, or attempt to charge, any Prosper borrower any fee in connection with your role as a Prosper group leader, or propose or agree to accept any fee, bonus, additional interest, kickback or thing of value of any kind, in connection with your role as a Prosper group leader;
- Give, or offer or agree to give, to any Prosper lender or other person any fee, bonus, additional interest, kickback or thing of value of any kind in exchange for such person's commitment, recommendation, or offer or agreement to commit to or recommend any listing, including without limitation a listing posted or proposed to be posted by a member of your group;
- Represent yourself as or engage in any services as a financial advisor, tax advisor, or financial or credit analyst unless you are licensed, certified, registered or otherwise authorized to provide such services under applicable law;
- Engage in any activities that require a license as a loan broker, credit services organization, credit counselor, credit repair organization, lender or other regulated entity, including but not limited to soliciting loans or loan applications, quoting loan terms and rates, counseling borrowers on credit issues or loan options, or underwriting of loans, in connection with any Prosper loan;
- Take any action on your own to collect, or attempt to collect, any amount from any borrower on any Borrower Payment Dependent Notes related to members of your group, or engage in any activities that require a license as a debt collector, loan servicer, or credit counselor, including but not limited to collection calls or correspondence, and receipt of payments with regard to any Prosper loans to members of your group;
- Contact a borrower or take any action to collect, or attempt to collect, any amount from any of the borrower's Prosper friends that provided a recommendation of a listing relating to any Prosper loans, or take any action that directly or indirectly suggests that any borrower's Prosper friend is obligated in any way on any loan.
- Contact any collection agency or law firm to which a loan of one of your group's members has been referred for collection;
- Include or display any personally identifying information, including, without limitation, name, address, phone number, email address, Social Security number or driver's license number, or bank account or credit card numbers of any Prosper member on your Prosper member web page, or any blog, website or other public forum.
- Harass any borrowers or other Prosper members, or solicit or seek to persuade any member of a Prosper group to leave their group or to join a different group.
- Discriminate against or exclude any individual requesting to join your group or any group member on the basis of race, color, religion, national origin, sex, marital status, age, sexual orientation, military status, the borrower's source of income, or any other basis prohibited by an applicable federal, state or local fair lending law; or
- Engage in any activities that violate applicable federal, state or local laws, including without limitation, the Truth in Lending Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, Federal Trade Commission Act, federal or state consumer privacy laws, state usury or loan fee statutes, state licensing laws, or state unfair and deceptive trade practices statutes.
7. Restrictions on Use. You are not authorized or permitted to serve as a group leader on, or otherwise use, the Prosper platform for someone other than yourself. In order to register as a group leader, you must be registered on the Prosper platform as a borrower or a lender, and you must have designated a deposit account for electronic transfers of funds. You must be the owner of the deposit account you designate, with sole authority to direct that funds be transferred to or from the account. If you participate on the Prosper platform as a lender, you may commit to any registered Prosper borrower listings, including listings by members of your group. Prosper may in its sole discretion, with or without cause and with or without notice, restrict your access to the Prosper website or platform.
8. Prosper's Right to Verify Information and Cancel Funding.
- Prosper reserves the right to verify the accuracy of all information provided by borrowers, lenders and group leaders in connection with listings, lender commitments and loans. Prosper also reserves the right to determine in its reasonable discretion whether a registered user is using, or has used, the Prosper website illegally or in violation of any order, writ, injunction or decree of any court or governmental instrumentality, for purposes of fraud or deception, or otherwise in a manner inconsistent with the Prosper Terms and Conditions or any registration agreement between Prosper and such user. Prosper or its agents may conduct such review at any time - before, during or after the posting of a listing, or before or after the funding of a loan. You agree to respond promptly to Prosper's or its agents' requests for information in connection with any such review by Prosper.
- In the event Prosper, prior to disbursement of loan proceeds, reasonably determines that a listing, or a lender commitment for the listing, contains materially inaccurate information (including but not limited to unintended inaccuracies, inaccuracies resulting from errors by Prosper or its agents, or inaccuracies resulting from changes in the borrower's income, residence or credit profile between the date a listing is posted and the date the listing is to be funded) or was posted illegally in violation of any order, writ, injunction or decree of any court or governmental instrumentality, for purposes of fraud or deception, or otherwise in a manner inconsistent with the Prosper Terms and Conditions or any member agreement, Prosper may refuse to post the listing or, if the listing has already been posted, remove the listing from the Prosper platform and cancel all lender commitments with respect to the listing.
- Prosper or its agents may conduct a "pre-funding" review prior to funding of the loan. Loan funding occurs when loan proceeds are disbursed into the borrower's designated deposit account. Prosper may, at any time and in its sole discretion, delay funding of a loan
- in order to enable Prosper to verify the accuracy of information provided by borrowers, lenders and group leaders in connection with the listing or lender commitments made with respect to the listing;
- to determine whether there are any irregularities with respect to the listing or lender commitments; or
- if Prosper becomes aware of information concerning the borrower member or the listing during the pre-funding review process, as a result of which Prosper determines, in its sole discretion, that the likelihood of the borrower not making payments on the loan is materially greater than would be expected based on the assigned Prosper Rating. Prosper may cancel the listing and deny the application or proceed with funding the loan, depending on the results of the pre-funding review. If the listing is cancelled, it will be removed from the Prosper platform and all lender commitments against the listing will be cancelled. In the event Prosper cancels a listing, Prosper or its agents will notify the borrower, group leader (if any), and all lenders who made commitments with respect to the listing of such cancellation.
9. Authority. You warrant and represent that you have the legal competence and capacity to execute and perform this Agreement.
10. Confidentiality. To safeguard the privacy of your group members, you agree not to provide the name, email address, telephone number, identity or other personally identifiable information of any borrower or group member to any lender or other person, or disclose or display such information publicly or on any forum or medium viewable by third parties.
11. Termination of Registration; Suspension. Prosper may, in its sole discretion, with or without cause, terminate this Agreement by giving you notice as provided below. In addition, upon Prosper's reasonable determination that you committed fraud or made a material misrepresentation in connection with a listing, lender commitment, loan or group member, performed any prohibited activity, or otherwise failed to abide by the terms of this Agreement or the Prosper Terms and Conditions, Prosper may, in its sole discretion, immediately and without notice, take one or more of the following actions:
- suspend your right to add new members to your group;
- remove your group from the Prosper platform; or
- terminate this Agreement and your registration with Prosper. Upon termination of this Agreement and your registration with Prosper, Prosper may in its sole discretion, either remove your group web page or replace you as group leader.
- resulting from any material breach of any obligation you undertake in this Agreement, including without limitation, obligations to comply with any applicable laws;
- arising out of or relating to the development, operation, maintenance, management and contents of your Prosper group web page, your group, or your website or business;
- resulting from your acts, omissions and representations (and those of your employees, agents or representatives) relating to the Prosper Parties; or
- asserted by third parties against the Prosper Parties alleging that the trademarks, trade names, logos or branding you use, display or advertise infringes upon the intellectual property rights of any such third party. Your obligation to indemnify the Prosper Parties shall survive termination of this Agreement, regardless of the reason for termination.
Prosper agrees to indemnify, defend and protect you and hold you harmless against all claims, liabilities, actions, costs, damages, losses, demands and expenses of every kind, known or unknown, contingent or otherwise, asserted by Prosper borrowers, lenders or other third parties against you relating directly to your activities as a Prosper group leader, except to the extent any such claims are based on, or result from,
- your failure to comply with any provision of this Agreement, or
- your acts or omissions outside of your role as a Prosper group leader. Prosper's obligation to indemnify you shall survive termination of this Agreement, unless termination is due to your failure to comply with the terms of this Agreement, in which case Prosper's obligation to indemnify you shall terminate immediately.
13. Prosper's Right to Modify Terms. Prosper has the right to change any term or provision of this Agreement or the Prosper Terms and Conditions. Prosper will give you notice of material changes to this Agreement or the Prosper Terms and Conditions, in the manner set forth in Section 16. You authorize Prosper or its agents to correct obvious clerical errors appearing in information you provide to Prosper or its agents, without notice to you, although Prosper and its agents expressly undertake no obligation to identify or correct such errors. This Agreement, along with the Prosper Terms and Conditions, represents the entire agreement between you and Prosper regarding your participation as a group leader on the Prosper platform, and supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and Prosper with respect to your involvement as a group leader with Prosper.
14. Prosper's Right to Display Information You authorize Prosper to display on the Prosper website information you provide to Prosper or its agents regarding your group, including, without limitation, content, logos or links to websites. Any material you display on your group home page site must conform to the Prosper Terms and Conditions, and must not
- infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy;
- violate any applicable law, statute, ordinance or regulation;
- be defamatory or libelous;
- be lewd, hateful, violent, pornographic or obscene;
- violate any laws regarding unfair competition, anti-discrimination or false advertising;
- promote violence or contain hate speech;
- contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Prosper groups are not exclusive, and there may be several groups of the same type posted on the Prosper website; by becoming a Prosper group leader and posting a group home page on the Prosper website you do not acquire any exclusive or proprietary rights to your group type or any rights in addition to those you may have under existing law.
15. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create, and nothing contained in this Agreement will be deemed to establish, an employment, agency, franchise, joint venture or partnership relationship between the parties. Neither party shall have, nor make any representation that it has, the power or authority to enter into any agreement for or on behalf of the other party, or incur any obligation or liability of, or to otherwise bind the other without the other party's prior written consent.
16. Notices. All notices and other communications hereunder shall be given by email to your registered email address, and shall be deemed to have been duly given and effective upon transmission. You can contact Prosper by sending an email to [email protected] You also agree to notify us if your registered email address changes, and you agree to update your registered residence address on the Prosper website if you change your residence.
17. No Warranties. EXCEPT FOR THE REPRESENTATIONS CONTAINED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
18. Limitation on Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER REGARDING THE EFFECT THAT THE AGREEMENT MAY HAVE UPON THE FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY OF THE OTHER.
19. Miscellaneous. You may not assign, transfer, sublicense or otherwise delegate your rights under this Agreement to another person without Prosper's prior written consent. Prosper may assign this Agreement at any time without your permission, unless prohibited by applicable law. Any such assignment, transfer, sublicense or delegation in violation of this Section shall be null and void. This Agreement shall be governed by the laws of the State of California. Any waiver of a breach of any provision of this Agreement will not be a waiver of any other breach. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition. If any part of this Agreement is determined to be invalid or unenforceable under applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.
- In this Resolution of Disputes provision:
- "I," "me" and "my" mean the individual entering into this Agreement, as well as any person claiming through such individual;
- "You" and "your" mean Prosper Funding LLC and its respective parent, subsidiaries, affiliates, predecessors, successors, and assigns, as well as their officers, directors, and employees;
- "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 to this Agreement or the relationship between you and me (including claims arising prior to or after the date of the Agreement, and claims that are currently the subject of purported class action litigation in which you are not a member of a certified class), and includes claims that are brought as counterclaims, cross claims, third party claims or otherwise, as well as disputes about the validity or enforceability of this Agreement or the validity or enforceability of this Section 20.
- Any Claim may be resolved, upon the election of both you and me, by binding arbitration administered by the American Arbitration Association or JAMS, under the applicable arbitration rules of the administrator in effect at the time a Claim is filed ("Rules"). Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. If I file a claim, I may choose the administrator; if you file a claim, you may choose the administrator, but you agree to change to the other permitted administrator at my request (assuming that the other administrator is available). I 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, (800) 778-7879, www.adr.org; or by contacting JAMS at 1920 Main Street, Suite 300, Irvine, CA 92614, (949) 224-1810, www.jamsadr.com. Your address for serving any arbitration demand or claim is Prosper Funding LLC, 221 Main Street, Suite 300, San Francisco, CA 94105, Attention: Legal Department.
- Claims submitted for arbitration will be arbitrated by a single, neutral arbitrator, who shall be a retired judge or a lawyer with at least ten years' experience.
- You will pay all filing and administration fees charged by the administrator and arbitrator fees up to $1,000, and you will consider my request to pay any additional arbitration costs. If an arbitrator issues an award in your favor, I will not be required to reimburse you for any fees you have previously paid to the administrator or for which you are responsible. If I receive an award from the arbitrator, you will reimburse me for any fees paid by me to the administrator or arbitrator. Each party shall bear its own attorney's, expert's and witness fees, which shall not be considered costs of arbitration; however, if a statute gives me the right to recover these fees, or fees paid to the administrator or arbitrator, then these statutory rights will apply in arbitration.
- Any in-person arbitration hearing will be held in the city with the federal district court closest to my residence, or in such other location as you and I may mutually agree. The arbitrator shall apply applicable substantive law consistent with the Federal Arbitration Act, 9 U.S.C. § 1-16, and, if requested by either party, provide written reasoned findings of fact and conclusions of law. The arbitrator shall have the power to award any relief authorized under applicable law. 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. Unless applicable law provides otherwise, the appealing party will pay the appeal's cost, regardless of its outcome. However, you will consider any reasonable written request by me for you to bear the cost.
- YOU AND I 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. Further, unless both you and I agree otherwise in writing, the arbitrator may not consolidate more than one person's claims. The arbitrator shall have no power to arbitrate any Claims on a class action basis or Claims brought in a purported representative capacity on behalf of the general public, other lenders, or other persons similarly situated. The validity and effect of this paragraph (f) shall be determined exclusively by a court, and not by the administrator or any arbitrator.
- If any portion of this Section 20 is deemed invalid or unenforceable for any reason, it shall not invalidate the remaining portions of this section. However, if paragraph (f) of this Section 20 is deemed invalid or unenforceable in whole or in part, then this entire Section 20 shall be deemed invalid and unenforceable. The terms of this Section 20 will prevail if there is any conflict between the Rules and this section.
- You and I acknowledge and agree that the arbitration agreement set forth in this Section 20 is made pursuant to a transaction involving interstate commerce, and thus the Federal Arbitration Act shall govern the interpretation and enforcement of this Section 20. This Section 20 shall survive the termination of this Agreement.
Last Updated: February 1, 2013