Prosper Services Clause Samples

Prosper Services. Subject to the terms and conditions of this Agreement, Prosper shall provide to Folio the services as listed and described on Exhibit B, or as otherwise described in this Agreement (collectively, the “Prosper Services”). Prosper shall render the Prosper Services as an independent service provider subject to the supervision and direction of Folio. (a) Scope. The Prosper Services (i) shall include the services set forth in Exhibit B, as amended from time to time, and (ii) shall be provided (A) in a manner and with reasonable care consistent with the manner and reasonable care used by Prosper in the conduct of its own business, and (B) in a manner consistent with the requirements of applicable law, statute, order, rule, regulation, policy or guideline (“Applicable Law”) of any United States or foreign government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including the U.S. Securities and Exchange Commission (“Commission”), or any other authority, agency, department, board, commission or instrumentality of the United States, any State of the United States or any political subdivision thereof or any foreign jurisdiction, and any court, tribunal or arbitrator(s), and any United States or foreign governmental or non-governmental self-regulatory organization, agency or authority (including the Financial Industry Regulatory Authority, Inc.) (“SRO”), in each case, having competent jurisdiction or authority (collectively, “Governmental Authority”). Subject to the first sentence of this Section 1.2, Section 1.6 and the Applicable Law of any Governmental Authority, the parties may agree from time to time that in addition to the existing Prosper Services, other services are necessary for the conduct of Folio’s. Such other services will be included in the Prosper Services upon the written agreement of the parties.