TERMS APPLICABLE TO ALL USERS: ELIGIBILITY, LICENSE, AND REPRESENTATIONS
Proprietary Rights in Service Content; Limited License
You may review personal information (including credit data) posted by or relate to other Users on the Site, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the creditworthiness of other Users. You may not reproduce any personal information (including credit data). Further, you represent and warrant that: (i) you do not have the ability to match any personal information (including credit data) posted by or relating to other Users to the identity of any individual; (ii) you will not make any attempt to obtain data permitting you to match any personal information (including credit data) posted by or relating to other Users to the identity of any individual; (iii) you will not accept any information from any third party that permits such a match; and (iv) you will make no such match.
Restrictions on Data Collection/Termination
Without our prior consent, you may not:
use any automated means to access this Site or collect any information from the Site (including, without limitation, robots, spiders, scripts, or other automatic devices or programs);
frame the Site, utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over this Site's pages, or otherwise affect the display of this Site's pages;
engage in the practices of "screen scraping," "database scraping" or any other activity with the purpose of obtaining content or other information;
upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial or non-commercial solicitation or bulk communications of any kind to any LendingClub member or a third party;
Use data provided by Mortgage Token, provided in any manner whatsoever, for any competing uses or purposes. You further agree that you have never used data, provided in any manner whatsoever, from Mortgage Token in the past to compete with the products or services of Mortgage Token; or
use this Site in any manner that violates applicable law or that could damage, disable, overburden, or impair this Site or interfere with any other party's use and enjoyment of this Site.
We may terminate, disable or throttle your access to, or use of, this Site and any other Service at any time without notice for any reason, with or without cause at Mortgage Token's sole discretion.
You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted or shared by you through any Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights; or contain libelous, defamatory, fraudulent or otherwise unlawful material. You further agree not to harvest or collect email addresses or other contact information of Users by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Additionally, you agree not to use automated scripts to collect information from any Service or for any other purpose. You further agree that you may not use any Service in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Service.
In addition, you agree not to use any Service to:
upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
except where authorized by Mortgage Token, register for more than one User account, register for a User account on behalf of an individual other than yourself, operate a User account on behalf of or for the benefit of any person who is not eligible to register for or operate a User account in their own name, or register for a User account on behalf of any group or entity (other than approved investment accounts opened on behalf of legal entities, joint consumer loan accounts or accounts opened for purposes of participating in our Small Business lending program);
impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with or authority to act on behalf of any person or entity;
upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
upload, post, transmit, share, store, or otherwise make publicly available any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers;
solicit personal information from any natural person under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes from any User;
upload, post, transmit, share or otherwise make available any material that contains software viruses or any other malicious or tracking computer code, files, or programs designed to track, interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
intimidate or harass another User;
upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
use or attempt to use another's account, service, or system without authorization from that person and Mortgage Token or create a false identity on any Service; or
upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Mortgage Token, is objectionable or which restricts or inhibits any other person from using or enjoying any Service, or which may expose Mortgage Token or its Users to any harm or liability of any type.
User Content Posted within any Service
By posting User Content within any Service, you automatically grant, and you represent and warrant that you have the right to grant, to Mortgage Token an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with any Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from any Service at any time. If you choose to remove your User Content, the license granted above will not expire.
You may review personal or business information (including credit data) posted by other Users within a Service, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the creditworthiness of other Users for any purpose other than in connection with your loan investment activities as an investor member.
INVESTOR MEMBERS: SECURITIES MATTERS
TERMS APPLICABLE TO INDIVIDUAL USERS
Registration Data; Account Security
In consideration of your use of any Service, you agree to (a) provide accurate, current, and complete information about you as may be prompted by any registration forms in the Service or otherwise requested by us ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; (d) promptly notify us regarding any material changes to information or circumstances that could affect your eligibility to continue to use any Service or the terms on which you use any Service; and (e) be fully responsible for all use of your account and for any actions that take place using your account.
TERMS APPLICABLE TO BUSINESS AND OTHER ENTITY USERS
Eligibility: Business and Other Entity Users
Additional Representations: Business and Other Entity Users
In addition to the User Representations set forth above under "User Representations," which you hereby confirm on behalf of the business or entity member, you further agree, both individually and on behalf of the business or entity, not to use any Service to
register for multiple User accounts on behalf of the same business or entity;
operate or otherwise utilize an account opened in the name of a business or entity for the benefit of any persons other than that business or entity;
operate or otherwise utilize an account opened in the name of a business or entity for any purpose prohibited by law or regulation, any activity which that business or entity is not duly authorized to conduct, or for any purpose prohibited by any other agreement between the business, guarantor or entity and Mortgage Token;
operate a User account on behalf of any business or entity with regard to which you are not an authorized person with the power to enter into binding agreements on behalf of the business or entity;
communicate with any other User regarding the business or entity, or it's business operations, other than anonymously and publicly via the Site, or upload, post, transmit, share or otherwise make available any information or informational material identifying the business or entity or its business operations (other than Registration Data provided to Mortgage Token or other information requested by Mortgage Token or otherwise necessary for your use of any Service); and
upload, post, transmit, share, store or otherwise make publicly available within any Service any private information regarding the business or entity, including, without limitation, addresses, phone numbers, email addresses, tax identification numbers, and credit, or any personal information regarding persons associated with the business or entity (other than Registration Data provided to Mortgage Token.
Furthermore, you represent and warrant and agree, both individually and on behalf of the business or entity, that:
all email addresses provided on behalf of the business or entity are and will be used by the business or entity for business purposes; and
you will not represent or portray the business or entity as being affiliated with Mortgage Token in any capacity other than being a User of a Service without our prior written consent.
Additional Representations: Small Business Borrowers
In addition to the User Representations set forth above under "User Representations" and "Additional Representations: Business and Other Entity Users," which you hereby confirm on behalf of the small business borrower, you further agree and confirm, both individually and on behalf of the business and/or entity, that:
all information relating to any prospective guarantor of any requested loan that is requested by any registration forms on the Site will be provided via the Site directly by the such prospective guarantor;
neither you nor the business or entity will communicate with any other User regarding any loan request made by the business or entity other than anonymously and publicly via the Site;
neither you nor the business or entity will use any Service to attempt to generate business or investment interest in the business or entity from any other person, including other Users, other than for purposes of obtaining a loan or through the use of the proceeds of any loan the business or entity may receive; and
you will not represent or portray the business or entity as anything other than a borrower in connection with its loan request without our prior written consent.
Registration Data; Account Security
In consideration of your use of any Service on behalf of a business or other entity member, you, individually and on behalf of such business or entity, agree to (a) provide accurate, current, and complete information about the business or entity, yourself and any other principals and/or authorized representatives of the business or entity member as may be prompted by any registration forms on the Site or otherwise requested by Mortgage Token ("Registration Data"), including the business or entity's full legal name; (b) provide such materials as Mortgage Token may request to establish and/or verify your or any other person's identity or authority to enter into binding agreements on behalf of the business or entity, or to establish and/or verify the business or entity's legal existence, good standing in any jurisdiction and eligibility to use any Service, or to establish and/or verify your eligibility to act as guarantor with regard to any loan requested by the business or entity; (c) maintain the security of any password and identification issued for use by or on behalf of the business or entity; (d) maintain and promptly update the Registration Data, and any other information provided to Mortgage Token by you or anyone else acting on behalf of the business or entity, to keep it accurate, current and complete; (e) promptly notify Mortgage Token regarding any material changes to information or circumstances impacting the business or entity's legal existence, good standing in any jurisdiction in which the business or entity is authorized to conduct business, or eligibility for continued use of any Service; and (f) be fully responsible for all use of any accounts opened on behalf of the business or entity and for any actions that take place using such account.
Scope of License to Use
ALL USERS: INTELLECTUAL PROPERTY MATTERS
Mortgage Token and all other graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks, or trade dress of Mortgage Token in the U.S. and/or other countries. Mortgage Token's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Mortgage Token.
ALL USERS: MISCELLANEOUS TERMS
Links to Other Web Sites and Content
By using a Service, you may access or receive links to other websites ("Third Party Sites"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software, and other content belonging to or originating from third parties (the "Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through any Service or any Third Party Content posted within any Service, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave any Service and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
Mortgage Token and its parent, affiliates, subsidiaries, and providers, and their respective officers, directors, employees, agents, independent contractors, and licensors (collectively the "Mortgage Token Parties") do not guarantee the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any Service Content, User Content, or Third Party Content (together, "Content") and the Mortgage Token Parties disclaim liability for errors or omissions in any Content.
Mortgage Token does not guarantee the accuracy of any User Content or Third Party Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post within any Service and are not responsible for any offensive, inappropriate, obscene, unlawful, or otherwise objectionable content you may encounter within any Service or in connection with any User Content or Third Party Content. Mortgage Token is not responsible for the conduct, whether online or offline, of any User of any Service. Mortgage Token cannot guarantee and does not promise any specific results from the use of any Service.
Any Service may be temporarily unavailable from time to time for maintenance or other reasons. Mortgage Token assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, User communications. Mortgage Token is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or in any Service or combination thereof, including injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with any Service. Under no circumstances will Mortgage Token be responsible for any loss or damage, including any loss or damage to any User Content, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone's use of any Service, any User Content or Third Party Content posted within or through any Service or transmitted to Users, or any interactions between Users, whether online or offline.
Mortgage Token reserves the right to change any and all content contained within any Service at any time without notice. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation therewith, by Mortgage Token.
Limitation on Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS PROVIDED ABOVE IN THE PARAGRAPH TITLED, "INVESTOR MEMBERS: SECURITIES MATTERS", IN NO EVENT WILL MORTGAGE TOKEN OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF ANY SERVICE OR ANY CONTENT OR OTHER MATERIALS WITHIN OR ACCESSED THROUGH ANY SERVICE, EVEN IF MORTGAGE TOKEN IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN EXCEPT AS PROVIDED ABOVE IN THE PARAGRAPH TITLED, "INVESTOR: SECURITIES MATTERS", TO THE EXTENT PERMITTED BY APPLICABLE LAW MORTGAGE TOKEN'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MORTGAGE TOKEN FOR THE SERVICE DURING THE TERM OF BUSINESS. IN NO CASE, EXCEPT AS PROVIDED ABOVE IN THE PARAGRAPH TITLED, "INVESTOR: SECURITIES MATTERS", WILL THE MORTGAGE TOKEN’S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO MORTGAGE TOKEN FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM MORTGAGE TOKEN, REGARDLESS OF THE CAUSE OF ACTION.
IN ADDITION TO THE SPECIFIC SECURITIES LAWS PROVISIONS DESCRIBED ABOVE IN THE PARAGRAPH TITLED, "INVESTOR MEMBERS: SECURITIES MATTERS", CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Governing Law; Venue and Jurisdiction