Attached is the new Lending Club Commercial API Access Agreement.
This is what was sent to myself and a few others yesterday by Lending Club's VP of Retail Investing. I encourage you all to read very carefully. The new agreement for the individual users to sign is almost a copy paste of this. I would like to point out a couple of points which I (as the owner of BlueVestment) am unable to agree to:
"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 will maintain sufficient procedures to detect and respond to security breaches involving such data and information and 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 also agree to assist Lending Club, at your sole expense, with any corrective action Lending Club determines, in its sole and absolute discretion, it is required to take."
- So that means that if a user (falsely or incorrectly) claims that their account was "hacked" and makes a fuss about it to Lending Club, LC can force me to pay for five years of credit card monitoring for all of my customers because they felt it was prudent to protect the Lending Club brand. I'm obviously all about protecting my customers but what is unacceptable is being at the legal and financial mercy of whatever Lending Club feels is best for themselves.
"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."
- Meaning that I cannot help anyone figure out the API for themselves if they need help
"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."
- How is this acceptable? I submit data to them on my customers' strategies and now that data becomes theirs? Heck it isn't even mine! It belongs to my customers.
[Cannot publish, distribute, post, etc] "any information relating to Lending Club, its products, services or accounts on any webpage or other medium that also displays information relating to products, services or accounts offered by or held with entities that Lending Club determines in our sole discretion compete with, harm, detract from, or otherwise impact Lending Club in any way;"
- This is a big one. This basically means that I couldn't write a blog post or do an interview or make a forum post here regarding how LC might be doing in any negative light whatsoever. How is this going to inspire trust in me from my customers.
"Attempt, directly or indirectly, to dissuade persons or entities from using the Site or Lending Club's products or services"
"Indicate or imply that you prefer, directly or indirectly, any products or services offered by any Competitor of Lending Club;"
"Attempt to persuade or prompt Lending Club investors to use any products or services offered by any Competitor;"
- More of the same. How can people trust me or my business if I'm restricted from voicing my opinion.
"Impose any restrictions, conditions, disadvantages or fees in connection with Lending Club products or services that you do not impose equally on all products or services offered by any Competitor;"
"Promote any products or services offered by any Competitor more actively than you promote the products or services of Lending Club;"
"Engage in activities that harm the business or brand of Lending Club;"
- Lending Club for any reason can do whatever they want in order to protect their brand. Even at the expense of fairness. I'm all about a corporation to want whatever they want, but I as another business owner cannot expose myself and my customers to this risk.
"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."
- The list goes on and on.
"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."
- So now they reserve the right to 'inspect' my systems. YOUR data.
"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."
- So if Lending Club commits a violation to the community, the owners of sites like BlueVestment cannot get together and form a class action lawsuit but rather must fight it all out separately.
So my friends and customers... this looks like it may be the end. I'll keep running for the next couple of days but I'm certainly not liking this trend. Do you agree or disagree? Am I making a fuss about nothing or am I pointing out legitimate concerns?
All the best,
Nathan
BlueVestment
This is what was sent to myself and a few others yesterday by Lending Club's VP of Retail Investing. I encourage you all to read very carefully. The new agreement for the individual users to sign is almost a copy paste of this. I would like to point out a couple of points which I (as the owner of BlueVestment) am unable to agree to:
"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 will maintain sufficient procedures to detect and respond to security breaches involving such data and information and 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 also agree to assist Lending Club, at your sole expense, with any corrective action Lending Club determines, in its sole and absolute discretion, it is required to take."
- So that means that if a user (falsely or incorrectly) claims that their account was "hacked" and makes a fuss about it to Lending Club, LC can force me to pay for five years of credit card monitoring for all of my customers because they felt it was prudent to protect the Lending Club brand. I'm obviously all about protecting my customers but what is unacceptable is being at the legal and financial mercy of whatever Lending Club feels is best for themselves.
"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."
- Meaning that I cannot help anyone figure out the API for themselves if they need help
"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."
- How is this acceptable? I submit data to them on my customers' strategies and now that data becomes theirs? Heck it isn't even mine! It belongs to my customers.
[Cannot publish, distribute, post, etc] "any information relating to Lending Club, its products, services or accounts on any webpage or other medium that also displays information relating to products, services or accounts offered by or held with entities that Lending Club determines in our sole discretion compete with, harm, detract from, or otherwise impact Lending Club in any way;"
- This is a big one. This basically means that I couldn't write a blog post or do an interview or make a forum post here regarding how LC might be doing in any negative light whatsoever. How is this going to inspire trust in me from my customers.
"Attempt, directly or indirectly, to dissuade persons or entities from using the Site or Lending Club's products or services"
"Indicate or imply that you prefer, directly or indirectly, any products or services offered by any Competitor of Lending Club;"
"Attempt to persuade or prompt Lending Club investors to use any products or services offered by any Competitor;"
- More of the same. How can people trust me or my business if I'm restricted from voicing my opinion.
"Impose any restrictions, conditions, disadvantages or fees in connection with Lending Club products or services that you do not impose equally on all products or services offered by any Competitor;"
"Promote any products or services offered by any Competitor more actively than you promote the products or services of Lending Club;"
"Engage in activities that harm the business or brand of Lending Club;"
- Lending Club for any reason can do whatever they want in order to protect their brand. Even at the expense of fairness. I'm all about a corporation to want whatever they want, but I as another business owner cannot expose myself and my customers to this risk.
"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."
- The list goes on and on.
"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."
- So now they reserve the right to 'inspect' my systems. YOUR data.
"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."
- So if Lending Club commits a violation to the community, the owners of sites like BlueVestment cannot get together and form a class action lawsuit but rather must fight it all out separately.
So my friends and customers... this looks like it may be the end. I'll keep running for the next couple of days but I'm certainly not liking this trend. Do you agree or disagree? Am I making a fuss about nothing or am I pointing out legitimate concerns?
All the best,
Nathan
BlueVestment