LICENSE TO USE DATA
Prosper grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicenseable license to the use of, receipt of, obtaining of, or access to the Data 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 Prosper makes the Data useable by or accessible to you; provided, however, that the license shall terminate immediately if you violate any terms of this Agreement. Prosper may, in its sole discretion, with or without cause, modify, enhance, suspend, terminate or discontinue this license, or restrict your access to all or a portion of the data at any time without prior notice or liability to you or anyone else. The data may contain technical inaccuracies or typographical errors, and Prosper does not undertake any obligation or responsibility to update or amend the data, or to provide support for the use of, receipt of, obtaining of, or access to the Data. All Data obtained from or provided by Prosper, regardless of the method of delivery, is explicitly prohibited from publication and distribution. Moreover, you represent that all Data provided by Prosper to a user, regardless of the method of delivery, is not used for any competing purposes and only used to permit investment using the products or services of Prosper.
COMPLIANCE WITH LAW
You agree to use the Data only for lawful purposes. You are prohibited from any use of the Data 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 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 receive, obtain, or access the Data 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 Data.
You agree not to (i) modify or otherwise alter the Data, (ii) use the Data to reveal or display any non-public personally identifiable information of any user of the Site, (iii) use the Data to defame, libel, threaten or harass any user of the Site, (iv) use the Data to bid on listings on behalf of other lenders without Prosper’s prior written consent, or (v) use the Data provided by Prosper, in any manner whatsoever for any competing uses or purposes. You further agree that you have never used Data from Prosper, in any manner whatsoever, in the past to compete with the products or services of Prosper.
Prosper retains all right, title and interest, including without limitation all intellectual
property rights, in and to the Data. Any unauthorized use of such Data may violate copyright laws, trademark laws, the laws of privacy, and other statutes and regulations governing intellectual property. You shall agree to take such actions, including without limitation, execution of affidavits or other documents, as Prosper may reasonably request to effect, perfect or confirm any of Prosper’s rights with respect to the Data.
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 in the Data may be trademarks or service marks owned by Prosper or others. The offering of the Data 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 Data 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 Data 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 Data is currently offered free of charge. Prosper reserves the right to charge fees or royalties for access to the Data in the future.
DISCLAIMER OF WARRANTIES
You expressly understand and agree to the following disclaimers to the extent permitted by applicable law:
Your use of the Data is at your sole risk. Prosper does not warrant or guarantee the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of the Data and Prosper disclaims liability for errors or omissions in the Data. The Data is provided on an “as-is” and “as available” basis, 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.
Any material downloaded or otherwise obtained through the Site or the Data is acquired at your own discretion and risk and you will be solely responsible for any damage to your own computer system or loss of data that results from the download of any such material.
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, receipt of, obtaining of, or access to the Data, (ii) a third party’s use of such Data 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
You agree to the following limitation of liability to the extent permitted by applicable law:
Under no circumstances shall the Prosper Parties be liable to you or any other party for any direct, indirect, special, consequential or exemplary damages, including but not limited to damages for lost profits, business interruption, goodwill or other intangible losses of any kind(even if prosper has been advised of the possibility of such damages) arising from or relating in any way to: (a) your use of, or inability to use, the Data, (b) any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, (c) the cost of procurement of substitute goods or services, (d) unauthorized access to or alteration or your transmissions or data, or (e) any other matter relating to the Data.
The Data is 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 Data, no distribution or solicitation is made by Prosper to any person to use the Data in jurisdictions where prohibited by law.
Your use of, receipt of, obtaining of, or access to the Data 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, receipt of, obtaining of, or access to the Data 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 Data 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, receipt of, obtaining of, or access to the Data, 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 the Agreement or the practices of Prosper, please contact us by e-mail at [email protected] or by regular mail at Prosper Funding LLC, c/o Prosper Marketplace, Inc., 221 Main Street, 3rd Floor, San Francisco, California 94105, Attention: Compliance.
Last Updated: September 3, 2015