Lending Club

Investor API License and Terms and Conditions

Lending Club API License and Terms and Conditions

Thank you for using LendingClub Corporation's ("Lending Club," "we" or "us") platform! This agreement (the "Agreement") describes the terms and conditions of your use of the Lending Club API. By accessing, browsing or using the API, either directly or through a third party, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and will comply with all Applicable Laws, rules and regulations. You also agree to comply with Lending Club's Terms of Use ("Terms of Use") and Web Services Technical Overview (the "Overview" and, together with the Terms of Use and the Agreement, the "API Documents"), as they may be amended from time to time.

Lending Club reserves the right to amend the API Documents at any time without cause or notice. It is your responsibility to check the API Documents periodically for changes. If you continue to use the API after any changes, you will be deemed to have accepted all changes to the API Documents. Lending Club may, in our sole discretion, with or without cause, terminate this Agreement or your access to the API at any time without prior notice or liability to you or any third party. Termination of your access to the API shall not terminate this Agreement unless expressly provided for by Lending Club.

I. DEFINITIONS

"API" means the Lending Club Application Program Interface, together with all data, text, articles, design, source code, software, photos, images and other content or information, made available to you by Lending Club for the Purposes.

"Applicable Law" means any federal, state or local laws, rules or regulations, applicable to this Agreement, the API, the Site, as each may be amended from time to time, and any transactions effected thereby, the rules and regulations promulgated thereunder, and federal or state consumer privacy laws, securities laws, licensing laws, and unfair and deceptive trade practices statutes.

"Indemnified Parties" shall have the meaning provided in Section XII(a).

"Information" means any information or data acquired from, relating to or furnished by the Site relating to any Lending Club account, investor, or borrower ("Users"), including, without limitation, information relating to such User's Lending Club account, login credentials, transaction history, financial condition or suitability, investment profile, account or portfolio performance.

"Lending Club Marks" means the name "Lending Club" (either alone or accompanied by the Lending Club logo), the Lending Club logo, www.lendingclub.com, api.lendingclub.com, any related domain or subdomain, and all related logos, insignia, and designs.

"Lending Club Parties" means Lending Club and our affiliates, subsidiaries and our and their respective officers, directors, employees, agents, independent contractors, shareholders, partners and licensors (collectively the "Lending Club Parties")

"Losses" shall have the meaning provided in Section XII(a).

"Purpose(s)" means: (i) accessing information available on the Site, (ii) communicating information, orders and instructions to Lending Club; and (iii) performing activities, submitting instructions, placing purchase orders, or otherwise interacting with Lending Club accounts or Information.

"Query Limitation" means any attempt to query the API more than 1 time per second per individual Lending Club user account.

"Site" means the Lending Club website available at www.lendingclub.com, api.lendingclub.com, any related domain, any website of any subsidiary, and any subdomain thereof and content thereon.

II. LICENSE TO USE API PRODUCT

Lending Club grants you a limited, non-exclusive, non-transferable, non-assignable, non- sublicenseable, domestic license to use the API for any lawful Purpose that does not compete with products and services offered by Lending Club or our subsidiaries, on the terms set forth in this Agreement. The license shall continue for as long as we make the API 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 at any time without prior notice or liability to you or any third party. Specifically excluded from the license set forth in this Agreement are any uses or operations of the API in connection with any products, systems, applications or hardware other than those made, produced, or offered by or though Lending Club or any of our subsidiaries.

The API may contain technical inaccuracies or typographical errors and may not operate in the manner designed or expected, and Lending Club does not undertake any obligation or responsibility to update or amend the API, or to provide support for your use of the API. Lending Club may, at our sole discretion and without notice or cause, release subsequent versions of the API. You are required to obtain and use the most current version.

You are not permitted to invest through the API if you reside outside of the United States. In addition, the API is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to any applicable law or regulation. By offering the API, no distribution or solicitation is made by Lending Club to any person to use the API in jurisdictions where the provision of the API is prohibited by law.

III. COMPLIANCE WITH LAW

You agree to use the API only for lawful Purposes. You also agree that you shall not use the API in any manner that would constitute a violation of any Applicable Law or give rise to any regulatory, civil or criminal liability of you, Lending Club, or any third party. Your use, distribution or display of any data, text, articles, design, source code, software, photos, images and other content or information made available through the API shall be in full compliance with this Agreement, all Applicable Law and any applicable state credit reporting statutes and regulations.

IV. AGREEMENT

You agree that:

Your use of the API and any content, information, technology, or functionality on or of the Site is at your own risk, and that Lending Club may revoke your authorization to use the API at any time, for any reason, with or without cause and without prior notice to you.
You will not disclose, provide or otherwise make available to any third party the password to your Lending Club account, and you further agree that you shall be exclusively responsible and liable for any account activity, losses, damages, claims and other consequences arising from or relating to any violation of this Section IV(b).
You shall be exclusively responsible and liable for any account activity, losses, damages, claims and other consequences arising from or relating to the use by any third party of your API key and any action or inaction of any such third party related thereto or arising therefrom. Any disclosure, distribution, sharing, or other release of your API key by you is at your sole and exclusive risk.
You have instituted adequate and appropriate safeguards and precautions to ensure the security of data and information that you send to or receive from the Site, whether through the API or by other means. You agree to inform Lending Club as soon as practicable when you suspect or learn of malicious activity or any other security breach involving such data or information and to take corrective action. You agree to provide Lending Club information regarding the corrective action taken and with such other information regarding the malicious activity or breach as Lending Club reasonably requests.
You have no rights with respect to the API or any portion thereof. Without limiting the generality of the foregoing, you agree that you shall not (i) modify or create derivative works of the API; (ii) sublicense, lease, rent, assign, distribute, repackage, rebrand, or otherwise transfer or disclose the API, any portion thereof or any documentation to any third party; or (iii) cause, assist or permit any third party (including any end-user) to do any of the foregoing.
You shall be fully responsible for your own conduct while using the API, either directly or indirectly, and for the conduct of any person using the API directly or indirectly on your behalf, and for any consequences thereof, including any investment or failure to invest in Notes (as such term is defined in the Lending Club prospectus, as amended from time to time).
You shall use the API only in accordance with the API Documents and any other agreements entered into on the Site in connection with your creation of an account and any applicable policies or guidelines. In addition, you specifically agree that when using the API, you will not (i) use the API for any illegal or unauthorized purpose; (ii) remove or alter any copyright, trademark or other proprietary rights notices contained in the API or any other Lending Club content, or; (iii) transmitany viruses, worms, defects, Trojan horses, or any items of a destructive or malicious nature.
All remarks, discussions, ideas, concepts, know-how, techniques, information, orders, data, strategies, account history, graphics or other submissions communicated to Lending Club or our agents by or through the API (collectively, "Submissions") shall be deemed and remain the property of Lending Club, and Lending Club shall be entitled to use any Submission for any purpose, without restriction or compensation to the individual who has provided the Submission. Lending Club shall not be subject to any obligations of confidentiality regarding Submissions except as expressly agreed by Lending Club or as otherwise required by Applicable Law. Nothing contained in this Agreement shall be construed as limiting Lending Club's responsibilities and obligations under our Privacy Policy.

V. RESTRICTIONS ON USE

You agree that you shall not:

Modify, decompile, reverse engineer or otherwise alter the API;
Use the API to reveal or display any non-public personally identifiable information of any user of the Site;
Use the API to defame, libel, threaten or harass any user of the Site or the API;
Exceed the Query Limitation;
Knowingly attempt to circumvent the Query Limitation;
Publish, distribute, display or otherwise make publically available any information received or accessed through your use of the API.
Aggregate, commingle, combine or use Information for any purpose other than the Purposes;
Attempt, directly or indirectly, to dissuade persons or entities from using the Site or Lending Club's products or services;
Mischaracterize Lending Club or our products or services;
Engage in activities that harm the business or brand of Lending Club;
Use Lending Club Marks in any way;
Use any automated system or software other than the API to extract data from the Site ("screen scrape");
Make any disparaging statements or representations, either directly or indirectly, whether orally or in writing, by word or gesture, to any person or entity whatsoever, about Lending Club, our affiliates or subsidiaries or our or their respective directors, officers, employees, agents, representatives, consultants, accountants, shareholders, attorneys or advisors. For purposes of this paragraph, a disparaging statement or representation is any communication which, if publicized to another, would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, good character or product quality of the person or entity to whom the communication relates. This paragraph does not, in any way, restrict or impede you from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order.

You may not place (and shall not allow a third party to place on your behalf) an initial purchase order of Notes (which, for the avoidance of doubt, shall include purchase orders placed through FOLIOfn Investments, Inc. and any other applicable entity, person or platform) in the amount of Five Million Dollars ($5,000,000) or more without the prior consent of Lending Club. In addition, if a subsequent addition of funds (e.g., receipt of principal or interest payments) to your account would bring the total aggregate value of your funds directly or indirectly allocated to your Lending Club account (including principal investments and accrued interest) to an amount of Five Million Dollars ($5,000,000) or more, you may not place (and shall not allow a third party to place on your behalf) an additional purchase order for Notes or allocate additional funds directly or indirectly to your Lending Club account (which, for the avoidance of doubt, shall include additional funding through FOLIOfn Investments, Inc. and any other applicable entity, person or platform) without the prior written consent of Lending Club.

VI. RISKS REGARDING ORDERS PLACED THROUGH THE API

Due to circumstances outside of Lending Club's control, there may be latency between the time an order or request for information is submitted through the API and the time the order or request is received by Lending Club. The time an order or request is actually received by Lending Club will be the official time of such order or request.

VII. INTELLECTUAL PROPERTY

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 Lending Club or by the original creator of the material and is protected by U.S. and International copyright laws and treaties. You agree that you shall not use such material in any way that might violate copyright laws, trademark laws, the laws of privacy, international treaties or conventions, or other statutes and regulations governing intellectual property.
The Lending Club Marks are trademarks or service marks of Lending Club. Other company, product, and service names and logos used and displayed on or through the API may be trademarks or service marks owned by Lending Club or others. The offering of the API shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Lending Club 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 unless you have received our prior written approval, which approval may be conditioned, withheld, or delayed in our sole and absolute discretion. Any questions concerning any Lending Club Marks shall be referred to Lending Club.

VIII. THIRD PARTY WEBSITES

If you use the API through, in connection with or in relation to any third party, whether directly or indirectly, and whether for free or for compensation, you acknowledge and agree that such third party is not endorsed, owned, operated, or monitored by or affiliated with Lending Club and Lending Club is not responsible for the content or representations of, or actions taken by, through or in connection with the third party.

IX. FEES

The API is currently offered free of charge. Lending Club reserves the right to charge fees or royalties for use of the API in the future.

X. INSPECTION RIGHTS

You agree to provide such information as Lending Club may request in writing, within 30 days of your receipt of such request, concerning your use of the API in order to allow Lending Club to verify that such use complies with the terms of the API Documents.

XI. DISCLAIMER OF WARRANTIES

THE API IS PROVIDED ON AN "AS IS," "WHERE AS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED. LENDING CLUB EXPRESLLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, ANY WARRANTY REGARDING THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, FUNCTIONALITY, COMPLETENESS, OR USEFULNESS OF THE API, AND ANY WARRANTY THAT THE API WILL MEET YOUR REQUIREMENTS, WILL BE PROVIDED UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT ANY ERRORS IN THE SOFTWARE OR OUTPUT WILL BE CORRECTED OR WILL COMPORT WITH YOUR OUTPUT/DATA REQUESTS.
ANY INFORMATION DOWNLOADED OR OTHERWISE OBTAINED, DIRECTLY OR INDIRECTLY, THROUGH THE API IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM/NETWORK OR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR THE USE OF THE API.
THE USE OF THE API AND ANY DATA OBTAINED THROUGH THE API, DIRECTLY OR INDIRECTLY, IS NOT INVESTMENT ADVICE AND YOU ARE RESPONSIBLE FOR ANY INVESTMENT DECISIONS MADE WITH, BY OR THROUGH THE API, DIRECTLY OR INDIRECTLY, AND THE OUTPUT OR RESULT THEREOF.
Notwithstanding the forgoing, nothing in this section shall be deemed to affect those warranties that are incapable of exclusion, restriction or modification under Applicable Law.

XII. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party and its affiliates and its or their directors, officers, employees, representatives, shareholders and agents (the "Indemnified Parties") from and against any and all claims, losses, damages (actual and consequential), suits, judgments, expenses, demands, liabilities, litigation costs and attorneys' fees and costs, (collectively, "Losses") incurred by one Party directly arising out of and to the extent attributable the other Party's gross negligence or willful misconduct in the performance of its obligations under this Agreement. In addition, you shall indemnify and hold harmless Lending Club's Indemnified Parties for any Losses arising out of or in any way related to (i) your direct or indirect use of the API and any data, text, articles, design, source code, software, photos, images or other content or information you access using the API or by any other means, (ii) the output of the API or decisions based thereon; (iii) your direct or indirect use of any third party services, products, representations, content or information in connection with the API; (iv) any direct or indirect purchase or attempted purchase by you of securities through the API; and (v) your violation of this Agreement or any Applicable Law. The Indemnified Parties will give the other Party (a) prompt notice of any claim, and (b) reasonable assistance in defense and settlement of the claim, provided that the Party will not settle any claim without the express written consent of the Indemnified Party, in its sole and absolute discretion.
By using the API, whether directly or indirectly, you consent to and accept any risk associated with your receipt, access to, and distribution and sharing of Information and shall not hold the Lending Club Parties responsible for any damages or losses resulting from such receipt, access, distribution or sharing of Information.
You acknowledge and agree that your breach of the terms contained herein may cause irreparable harm to Lending Club. Accordingly, you agree that, in addition to any other remedies to which Lending Club may be legally entitled, Lending Club shall have the right to seek immediate injunctive relief in the event of a breach of such terms by you.
Lending Club reserves our right to take such action as we consider necessary, including instituting legal proceedings without further notice, in relation to any unauthorized use of the API or the Site.

XIII. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THE LENDING CLUB PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING FOR ANY LOST PROFITS OR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PRINCIPAL, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR AWARE OF THE ISSUE OR INSTANCE GIVING RISE TO SUCH DAMAGES, ARISING OR RELATING IN ANY WAY TO (a) YOUR USE OF, OR INABILITY TO USE, DIRECTLY OR INDIRECTLY, ON YOUR OWN BEHALF OR BY OR THROUGH A THIRD PARTY, THE API, (b) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA BY OR THROUGH THE API; (c) ANY OTHER MATTER RELATING TO THE DIRECT OR INDIRECT USE OF THE API AND THE OUTPUTS CREATED THEREBY OR DECISIONS BASED THEREON; or (d) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE OF THE API OR THE SITE.

XIV. TERM AND TERMINATION

The term of the Agreement shall commence on the date upon which you sign or otherwise agree to be bound by the terms of this Agreement and shall continue in force thereafter, unless terminated as provided herein.
Lending Club may change, suspend or discontinue all or any aspect of the API, including its availability, at any time, and may suspend or terminate your use of all or any aspect of the API at any time; provided, that such change, suspension, discontinuation or termination shall not terminate this Agreement unless expressly provided for by Lending Club.
Either party may terminate this Agreement at any time, for any reason or for no reason and without notice.
Upon the termination of this Agreement (i) all license rights granted herein will terminate and (ii) you shall immediately cease all use of the API.
In the event of any termination or expiration of this Agreement, Sections XI, XII and XIII shall survive.

XV. RELATIONSHIP

Your use of the API 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 Lending Club. You have no power or authority to enter into any agreement for or on behalf of Lending Club, or incur any obligation or liability of, or otherwise bind Lending Club, and you agree not to attempt to do so.

XVI. WAIVER

Failure or delay by Lending Club to enforce any of our rights under this Agreement shall not be construed as a waiver of those rights or any other rights in any way whatsoever.

XVII. APPLICABLE LAW AND DISPUTE RESOLUTION

This Agreement and all other aspects of your use of the API 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 and Lending Club agree to submit to the personal and exclusive jurisdiction of the United States District Court for the District of California and the California state courts located in San Francisco County, California. You agree that you will notify Lending Club in writing of any Claim or dispute concerning or relating to the API and the information or services provided through it, and give Lending Club a period of no less than sixty (60) days to address it before bringing any legal action against Lending Club.

XVIII. OTHER AGREEMENTS

This Agreement shall be subject to any other agreements you have entered into with Lending Club; however, with regard to your use of the API, in the event of any conflict between this Agreement and any other agreement to which you and Lending Club 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.

XIX. 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 shall remain in full force and effect.

XX. LIMITATIONS ON RIGHT TO SUE.

You agree that regardless of any statute or law to the contrary, any claim or cause of action brought by you or anyone acting on your behalf arising out of or related to your direct or indirect use of or interaction with the Lending Club API, the API Documents, or any third party in connection with the API must be filed within one (1) year after such claim or cause of action arose or be forever barred. Any claim or cause of action brought by Lending Club or on its behalf shall be subject to the applicable statute of limitations.
You agree that any claim or cause of action brought by you shall be brought in an individual capacity and not as a member of a class or representative action, and that you shall not request that any court or tribunal hearing such claim or cause of action consolidate more than one party's claims or causes of action. You further agree that you shall not participate, except by order of the court, in any class or representative arbitration or judicial proceeding involving claims or causes of action arising from or related to the API Documents or the subject matter thereof.

XXI. GENERAL PROVISIONS

You may not sell, assign or otherwise transfer your rights or obligations under the API Documents without the prior written consent of Lending Club and any such assignment without the prior written consent of Lending Club shall be null and void. Lending Club may, in its sole discretion, assign, sell or otherwise transfer this Agreement and any rights or obligations arising hereunder to any third party at any time and without notice.
Subject to Section XVI(a), 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 assigns. 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.
As of the date of this Agreement, you acknowledge and agree that the API Documents represent the complete and entire agreement between you and Lending Club and shall supersede all prior written or oral statements, agreements or understandings between you and Lending Club relating to the subject matter thereof.

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