Prosper Technology Solutions, Inc. ("Prosper" or “We”) offers businesses (“Retailer”) a technology solution to create brand advocates (“Advocate” or “You”) and give Advocates the opportunity to participate in Retailer referral Retailer Programs (the “Retailer Program”). Prosper and its Retailers reserve the right to amend or terminate any Retailer Program at any time, for any reason. You acknowledge a Retailer Program is administered by the Retailer.
Advocates are bound by these Prosper Platform Terms (“Terms” or “Agreement”) by participating in a Retailer Program. By participating in a Retailer Program, Advocates agree to use the Prosper Platform in the manner specified in these Terms and any additional terms required by Retailer. If you do not agree to these Terms in their entirety, you are not authorized to register as an Advocate or to participate in a Retailer Program in any other manner. Advocates may not participate in a Retailer Program where doing so would be prohibited by any applicable law or regulations.
We reserve the right to modify or amend at any time these Terms and/or the methods through which rewards are earned. We reserve the right to disqualify any Advocates from participation in a Retailer Program at any time at our sole discretion, including without limitation if the Advocate does not comply with any of these Terms or otherwise fails to comply with any applicable laws (including, without limitation, through any failure to include any disclosures as required by the FTC or otherwise required by Prosper or the Retailer).
No part of any Retailer Program is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MAY NOT USE, ACCESS OR PARTICIPATE IN A RETAILER PROGRAM AT ANY TIME OR IN ANY MANNER.
- By participating in a Retailer Program, an Advocate represents that he or she has his or her friend’s (“Friend”) prior consent to provide their email addresses or phone number.
B. Eligible Advocate
- To be "Eligible," an Advocate must:
- Be a legal resident of the United States of America or Canada; and
- Be at least 18 years old.
C. Making a Referral
- An Advocate must meet any Retailer requirements to make a referral. Once an Advocate refers a Friend, the Advocate will be provided with a unique referral link ("Personal Link") that allows the Advocate to receive credit for Qualified Referrals ("Credit"). Personal Links will be issued only to individuals. For purposes of these Terms, “Qualified Referral” means a Friend and transaction that meets all conditions as required by a Retailer Program.
- Advocates agree to refer only real individuals who meet the requirements of these Terms. Advocates cannot refer themselves. An Advocate may not create multiple or fake accounts or participate in a Retailer Program using multiple or fake email addresses or identities.
Advocates may participate in a Retailer Program made available by Retailers in order to refer their Friends to the Retailer as potential Retailer customers. To do this, Advocates must necessarily submit personal information about themselves and their Friends, such as name, e-mail address, and phone number information, so that the Prosper and the Retailer can send communications to the Friends on the Advocates’ behalf. The personal information will be collected, processed, and used in accordance with Prosper’s Privacy Statement, which can be found at https://getprosper.io/privacy. Advocates understand that, in addition to the initial communications to Friends, Prosper and Retailer may also use the personal information to send to Friends additional follow-up communications on behalf of the Advocates in order to encourage or remind the Friends to complete a purchase. However, Prosper will not contact Friends unless and until Prosper receives explicit permission from the Advocate to do so. The personal information may also be used by Prosper or the Retailer to contact Advocates with regards to their participation in a Retailer Program and to send to Advocates additional communications from Prosper or the Retailer.
III. Content Ownership and Use.
A. Prosper’s online platform and a Retailer Programs contain content that includes: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, "Content"). As between Advocate, Prosper, and Retailer, all Content is the property of the Prosper, Retailer, or their licensors and is protected under copyright, trademark, and other laws. The compilation (meaning the collection, arrangement, and assembly) of all Content on Prosper’s online platform is the exclusive property of Prosper and is protected by copyright, trademark, and other laws. All Content on Retailer’s Retailer Program is the exclusive property of the Retailer and is protected by copyright, trademark, and other laws.
B. License to You
- Prosper authorizes you, subject to these terms, to access and use the Prosper Platform, a Retailer Programs, and the Content solely for your personal, noncommercial use. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Content on any copy you make of it.
- The registered or unregistered logos, product and service names contained in Prosper’s online platform or the Retailer’s Retailer Program are or may be trademarks of Prosper, the Retailer, or their licensors (the "Marks"). Without Prosper’s or Retailer’s respective prior written permission, and except as solely enabled by any link as provided by Prosper, you agree not to display or use in any manner the Marks.
D. User-Submitted Content
- The registered or unregistered logos, product and service names contained in Retailer Programs are or may be trademarks of the Retailer or its licensors (the "Marks"). Without the Retailer’s prior written permission, and except as solely enabled by any link as provided by Prosper, you agree not to display or use in any manner the Marks.
A. By participating in a Retailer Program, Advocates agree to:
- Defend, indemnify, release and hold harmless Prosper and Retailer, an their parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of a Retailer Program (collectively, the "Released Parties"), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to Advocates’ participation in a Retailer Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s) and/or the awarding, receipt and/or use or misuse of a Retailer Program or any reward); and
B. Prosper shall not be liable for:
- Late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, unreliable, garbled or unintelligible entries, communications or affidavits, regardless of the method of transmission;
- Telephone system, telephone or computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors;
- Data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials;
- Any printing, typographical, administrative or technological errors in any websites or materials associated with a Retailer Program; or
- Claims, demands, and damages in disputes among Advocates or between Advocates and Friends, Advocates and Retailers, or Friends and Retailers; or
- Any other injuries, losses or damages of any kind resulting from acceptance, possession or use of a reward, or from participation in a Retailer Program.
C. Prosper disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with a Retailer Program, and reserves the right, in its sole discretion, to cancel, modify or suspend a Retailer Program should a virus, bug, computer problem, unauthorized intervention or other cause beyond Prosper’s control corrupt the administration, security or proper operation of a Retailer Program.
D. Prosper shall not be liable to any Advocate for a Retailer’s failure to supply any reward or any part thereof.
E. Prosper reserves the right to cancel or suspend any Retailer Program should Prosper determine, in its sole discretion, that the administration, security or fairness of a Retailer Program has been compromised in any way.
F. Disclaimer of Warranties
- ADVOCATES EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE PROSPER PLATFORM IS AT YOUR SOLE RISK; THE PROSPER PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND PROSPER EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS (COLLECTIVELY, "PROMISES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF A RETAILER PROGRAM, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT; (B) PROSPER MAKES AND GIVES NO WARRANTY THAT (i) THE PROSPER PLATFORM WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (ii) THE RESULTS OBTAINED FROM THE USE OF THE PROSPER PLATFORM WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH A RETAILER PROGRAM WILL MEET YOUR EXPECTATIONS, AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROSPER PLATFORM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
G. Limitation of Liability and Indemnification
- ADVOCATES EXPRESSLY UNDERSTAND AND AGREE THAT THE PROSPER (INCLUDING ANY RETAILERS, VENDORS, AND SERVICE PROVIDERS ASSOCIATED WITH OR ASSISTING IN PROVIDING A RETAILER PROGRAM) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PROSPER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PROSPER PLATFORM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE PROSPER PLATFORM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE PROSPER PLATFORM; OR (v) ANY OTHER MATTER RELATING TO THE PROSPER PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
- TO THE FULLEST EXTENT POSSIBLE BY LAW, PROSPER’S (INCLUDING ANY RETAILERS, VENDORS, AND SERVICE PROVIDERS) MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH A RETAILER PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), SHALL NOT EXCEED $100 USD.
- ADVOCATES SHOULD USE THE PROSPER PLATFORM AT THEIR OWN RISK.
A. Participation in a Retailer Program or acceptance of a reward from a Retailer constitutes permission to Prosper and the Retailer to use any Advocate's first and last name for any and all promotional or advertising purposes in connection with a Retailer Program, on a worldwide basis and in all forms of media without review, permission or further compensation of any amount or kind whatsoever, where and to the greatest extent permitted by applicable law.
A. If a solution cannot be found to restore the integrity of the Prosper Platform or Retailer Program after the occurrence of Prohibited Conduct (as defined below), Prosper reserves the right suspend the Advocate.
B. Prohibited Conduct, Generally
- Advocates agree not to use the Prosper Platform to:
- Violate applicable law;
- Infringe the intellectual property rights of Prosper or any third parties;
- Stalk, harass, or harm another individual;
- Collect or store personal data about other Advocates;
- Impersonate any person or otherwise misrepresent Advocate's identity;
- Interfere with, disrupt or violate the Terms or servers or networks connected to the Prosper Platform; or disobey any requirements, procedures, policies, or regulations of such networks;
- Interfere with another Avocate's use of the Prosper Platform;
- Attempt to gain unauthorized access to the Prosper Platform, other accounts, computer systems, or networks connected to the Prosper Platform;
- Transmit any file that contains viruses, worms, trojan horses, or any other contaminating or destructive features;
- Conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others;
- Resell, barter, trade, auction or otherwise generate income by providing access to the Prosper Platform to others.
C. Bulk Distribution ("Spam")
- If an Advocate provides a Personal Link to a Friend by email or text message, the email or text message must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues and family members.
- Bulk email distribution, distribution to strangers, or any other promotion of a Personal Link in a manner that would constitute or appear to constitute unsolicited commercial email or "spam" in Prosper’s sole discretion is expressly prohibited and may be grounds for immediate termination of the Advocate's access to the Prosper Platform and deactivation of the Personal Link. Prosper has a no-tolerance spam policy.
- Prosper has no obligation to monitor the content provided by Retailers; however, Prosper may choose to do so and block any messages, remove any such content, or prohibit any use of a Retailer Program.
- While Prosper is the technical sender of the referral email or text message, such email or text message is sent solely at the direction of and for the benefit of Advocate. Each Advocate must therefore comply with applicable law. Advocates who do not comply with applicable law, including antispam laws, are obligated to indemnify Prosper and all of the Released Parties against any liabilities, costs and expenses incurred as a results of such violation.
D. Fraudulent and Suspicious Behavior
- Prosper may prohibit an Advocate from accessing the Prosper Platform, participating in a Retailer Program, or receiving a Credit or reward, in Prosper’s sole discretion, if Prosper determines that such Advocate is attempting to undermine the fairness, integrity or legitimate operation of a Retailer Program in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten or harass any other Advocates or any representatives of Prosper.
- Use of any affiliate website, affiliate network properties, automated systems, script, or macro to participate is strictly prohibited.
- Advocates may not enter with multiple or fake emails addresses or accounts, use fictitious identities or use any system, bot or other device or artifice to participate in a Retailer Program or receive a reward.
- Prosper reserves the right to disqualify any Advocate and/or cancel any reward(s) if Prosper finds an Advocate to be tampering with the entry process or the operation of a Retailer Program or violating these Terms in any way.
- ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROSPER PLATFORM OR A RETAILER PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN ALL RETAILER PROGRAMS. SHOULD SUCH AN ATTEMPT BE MADE, PROSPER AND RETAILER RESERVE THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
VII. Suggestions and Submissions.
A. Prosper appreciates hearing from users and welcomes your comments. Please be advised, however, that Prosper does not accept or consider creative ideas, suggestions, inventions, or materials ("Creative Ideas") other than those which we have specifically requested. While Prosper values your feedback on a Retailer Program, please be specific in your comments and do not submit Creative Ideas. If, despite this request, you send Prosper Creative Ideas, Prosper:
- Shall own, exclusively, all now known or later discovered rights to the Creative Ideas;
- Shall not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Creative Ideas; and
- Shall be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
VIII. Applicable Law; Arbitration; Class Waiver; and Waiver of Jury Trial.
A. Any and all disputes, claims and causes of action arising out of or related to the Prosper Platform, Retailer Program, or any reward or other prize awarded pursuant to a Retailer Program or to this agreement shall be resolved under Delaware law (without reference to its conflicts of laws principles).
B. Advocates and Prosper agree to submit to the personal and exclusive arbitration of any disputes relating to the use of the Prosper Platform or a Retailer Program under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted within Washoe County in the state of Nevada. Advocates covenant not to sue or otherwise bring a claim against Prosper in any other forum.
C. Advocates also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to Advocates' use of the Prosper Platform or this agreement:
ADVOCATES ARE GIVING UP THEIR RIGHT TO HAVE A TRIAL BY JURY; and
ADVOCATES ARE GIVING UP THEIR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.
IX. General Terms.
A. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.
B. Failure by a party to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties.
C. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without the consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, and their respective successors and permitted assigns.
D. The parties are independent contractors. Neither party will be deemed to be an employee, agent, Affiliate or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.
E. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.
F. Neither party will be liable for any failure or delay in its performance under this Agreement due to causes, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, pandemic, flood, earthquake, strikes, riot, war, sabotage, terrorism, and governmental action, which are beyond its reasonable control.
G. The section titles and numbering of this Agreement are displayed for convenience and have no legal effect.
H. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
I. We reserve the right to change these Terms at any time. Any changes will be available at www.getprosper.io. By continuing to use the Prosper Platform after any changes, you indicate your agreement to the revised Terms. If you do not agree to the changes you should stop using the Prosper Platform.
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