Lender API License Agreement - Blend
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Lender API License Agreement

Effective/update date: May 2, 2018

This Blend Lender API License Agreement (the “Agreement“) is made by and between you and the entity, company, or other organization for which you are an authorized representative ( “Licensee”) and Blend Labs, Inc., a Delaware corporation, having a place of business at 415 Kearny Street, San Francisco, CA 94108 (“Company” or “Blend“) governing Licensee’s use of the Blend API Package (as defined herein) is effective as of Licensee’s first access to or use of the API Package.

By using the API Package (as defined herein), Licensee agrees and continues to agree to these terms.  If Licensee disagree with any of the terms below, Blend does not grant Licensee a license to use the API Package.  Upon notice to Licensee, Blend reserves the right to update and change, from time to time, this Agreement and all documents incorporated by reference.  Use of the API Package after such change constitutes acceptance of such changes. Technical requirements for usage of the API Package are detailed in the Blend technical specifications documentation provided concurrently with this Agreement (the “API Documentation”).

Now therefore, blend and licensee hereby agree as follows:

1. Purpose; Access; Requests

The Blend API Package will enable Licensee to develop and customize Licensee’s application to interact with Blend’s products and services. Technical accessibility of the API Package is detailed in the API Documentation. Licensee agrees not to circumvent any technical measures that Blend puts in place concerning access to and use of the API Package. Blend shall have the right, in its sole discretion, to reject any request to use the API Package at any time and for any reason, and such rejection shall render null and void the Agreement between Licensee and Blend.  Blend shall not be liable to Licensee for damages of any sort resulting from its decision to reject such a request.

2. API Package License

Subject to the terms of this Agreement, Company grants to Licensee a personal, nonsublicensable, nonexclusive, nontransferable, limited license to use the Blend application program interfaces (“Blend API”), Blend’s proprietary Omnichannel Notification System (“BONS”), and other materials (provided by Company) that Licensee uses or intends to use in accordance with the API Documentation that accompanies it solely for Licensee’s internal use as provided below (collectively, the “API Package”).  Licensee may not install or use the API Package for any other purpose without Company’s prior written consent.  Use of the API Package will be limited to using the information contained therein to allow Licensee to connect and exchange data in beta and production environments on the Company’s digitized loan application platform (“Platform”). This license does not authorize the incorporation or embodiment of any part of the API Package into any Licensee intellectual property, products or services.  Company may modify or update the API Package at any time and Licensee will be responsible for compliance. Company shall have no responsibility for the affects or results of any such modifications/updates.

3. Restrictions

Except as expressly and unambiguously authorized under this Agreement, Licensee may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the API Package, (ii) use the API Package for any purpose that is competitive with the Platform or Company’s other products or services; or (iii) otherwise use the API Package on behalf of or for any third party. In addition, Company may limit the number of transactions the Licensee may send or receive through the API Package. Licensee will not, without the prior written approval of Company, make any public statement, press release, presentation, or other announcement relating to the existence or terms of this Agreement.

4. Proprietary Rights

As between Company and Licensee, the API Package and all intellectual property rights in and to the API Package are and shall at all times remain the sole and exclusive property of Company and are protected by applicable intellectual property laws and treaties. This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of Company or any other party or licensor.  No rights or licenses are granted except as expressly and unambiguously set forth herein.

5. Fees

Company reserves the right to charge fees for use of the API Package at any time – upon thirty (30) days’ notice to Licensee.  All fees shall be non-refundable, and payable in US dollars on the date they come due. Fees will be payable in the manner specified by Company and the applicable invoice. Licensee shall also pay all sales, use, value-added and other taxes, tariffs and duties of any type assessed against Company for use of the API Package by Licensee except for taxes on Company’s income.  Company may disable API Package or Platform access at any time, including, if applicable, in the event of a failure to pay.

6. Support

Company may change, suspend, or discontinue any aspect of the API Package at any time, including the availability of the API Package. Company may also impose limits on certain features and services or restrict Licensee’s access to parts or all of the API Package or the Platform without notice or liability.  Licensee agrees to promptly report to Company any errors or difficulties discovered in connection with the use of the API Package and the characteristic conditions and symptoms of such errors and difficulties. Reports shall be sent to Company in writing via email to api@blend.com. Company is in no way obligated to provide Licensee with any error correction or support, but may provide whatever error correction and/or support services Company may determine in its sole discretion (and anything it provides in connection therewith will be deemed part of the API Package).

7. Interoperability

Performance.  Licensee shall inform Company with respect to the interoperability and compatibility of Licensee’s products with Company’s API Package as contemplated herein, and any issues or problems with respect thereto.  For so long as Licensee has access to otherwise uses the API Package, Licensee agrees to provide information about Licensee’s implementation of the API Package that is reasonably requested by Company to review and evaluate such implementation for performance, security reviews and other industry best practices.

8. Confidentiality

The API Package (including, without limitation, all improvement, derivatives, modifications and the like, and any related documentation or information provided to Licensee that relates to the API Package) constitutes Company’s confidential information (“Confidential Information”).  Licensee hereby agrees (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Licensee employs with respect to its own confidential materials), (ii) not to divulge any Confidential Information to any third person (except consultants, subject to the conditions stated below), (iii) not to use any Confidential Information except for the purposes set forth in this Agreement, and (iv) not to copy or reverse engineer any Confidential Information.  Any employee or consultant given access to the Confidential Information must have a legitimate “need to know” and shall be similarly bound in writing and Licensee shall be responsible for any breach of these terms by such employee or consultant. Licensee acknowledges and agrees that due to the unique nature of the Company’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder and therefore, that upon any such breach or any threat thereof, Company shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

9. Indemnity

Licensee agrees that Company shall have no liability whatsoever for (i) Licensee’s use of the API Package or (ii) Licensee’s products or services that interact with the Platform or otherwise use any part of the API Package. Licensee shall indemnify and hold harmless Company and its director, officers, employees, representatives, partners and agents from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from (i) or (ii).

10. Warranty Disclaimer

The parties acknowledge that the API Package is provided “as is” and “as available.” Company does not represent or warrant that the api package is free of inaccuracies, errors, bugs, or interruptions, or is reliable, accurate, complete, or otherwise valid.  licensee’s use of the api package is at its own discretion and risk, and it will be solely responsible for any damage that results from the use of api package including, but not limited to, any damage to licensee’s computer system or loss of data. company and its licensors disclaim all warranties relating to the api package or any services, express or implied, including, but not limited to, any warranties against infringement of third-party rights, merchantability and fitness for a particular purpose. No advice or information, whether oral or written, obtained by Licensee from the Company, or through the API Package, will create any warranty not expressly stated in this Agreement.

11. Limitation of Liability

Company and its licensors shall not be responsible or liable with respect to any subject matter of this agreement or the terms and conditions related thereto under any contract, negligence, strict liability or other theory (a) for loss or inaccuracy of data or cost of procurement of substitute goods, services or technology, or (b) for any indirect, incidental or consequential damages including, but not limited to, loss of revenues and loss of profits, or (c) for any amount greater than the aggregate amounts paid or payable by Licensee under section 5 in the twelve (12) month period preceding the date that a claim or demand is first asserted (provided that, if no amounts have been paid, such cap shall be fifty dollars ( $50.00 USD). Company and its licensors shall not be responsible for any matter beyond its reasonable control.

12. Termination

This Agreement shall continue until terminated as set forth in this section.  The Company has the right to terminate this Agreement or discontinue services offered through the API Package, or any portion of feature thereof, for any reason and at any time without liability or other obligation to the Licensee.  Licensee may terminate this Agreement at any time. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the API Package, and shall so certify to the Company that such actions have occurred. Sections 3, 4 and 8 through 18 (and, if applicable, any accrued rights to payment) shall survive termination of this Agreement.

13. Government Use

If Licensee is part of an agency, department, or other entity of the United States Government (“Government“), the use, duplication, reproduction, release, modification, disclosure or transfer of the API Package are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies.  The API Package is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the API Package by the Government shall be governed solely by the terms of this Agreement.

14. Compliance with Laws

Licensee shall comply with all applicable laws and regulations, including without limitation, consumer finance laws, export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the API Package in violation of any such restrictions, laws or regulations. Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.

15. Representations and Warranties

Each party represents and warrants to the other party that, as of the date hereof: (i) it has full power and authority to execute and deliver this Agreement; (ii) this Agreement has been duly authorized and executed by an appropriate employee of such party; (iii) this Agreement is a legally valid and binding obligation of such party; and (iv) its execution, delivery and/or performance of this Agreement does not conflict with any agreement, understanding or document to which it is a party.

16. Independent Contractors

Company and Licensee are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship between Company and Licensee.  Each party understands that they do not have authority to make or accept any offers or make any representations on behalf of the other. Neither party may make any statement that would contradict anything in this section.

17. Security Provisions

Licensee agrees to give Company all necessary assistance to ensure that the operation of its application using the API Package is in compliance with this Agreement and any applicable laws.

17.1. Securing User Consent

Licensee is solely responsible for securing clear, express consent from its user, granting Licensee permission to access such user’s account at Licensee, including if applicable, retrieving user-specific information, or writing information to such user’s account. Licensee will strictly comply with the scope of express consent they granted Licensee when accessing such user’s account at Licensee and any and all applicable privacy laws, rules and regulations.

17.2. Contact and Cooperation

Licensee agrees that it must be reachable at all times for security questions or concerns. Licensee can change its principal contact information by providing written notice to of such change to Company.

17.3. Precautions Against Malicious Code

All materials, including software and documents, that Licensee provides to Company, must be checked with Internet industry standard up-to-date antivirus and anti-worm software, and determined to be virus-free and worm-free.  Any data provided to Company must not contain harmful scripts or code and any software must undergo regular code review.

17.4. Industry Standards

Licensee networks, operating system and software of its web server(s), routers, databases, and computer systems (“System”) must be properly configured to Internet industry standards, as required to securely operate its application that uses the API Package. If Licensee does not completely control any aspect of the System, Licensee will use all control or influence that it has over such Systems and/or selection of Systems, and it will not architect or select Systems in a manner to avoid the foregoing obligation. An example of an unacceptable server is one that operates as open proxy. An example of architecting in an unacceptable manner would be if Licensee selects a server operated by a vendor with substandard security practices, so that Licensee could contend that it does not control such server, in order to avoid having to select an acceptable server.

17.5. Reporting

Licensee must promptly report any security deficiencies in or intrusions to its applications that use the API Package that it discovers to Company in writing via email to api@blend.com. Licensee will work with Company to immediately correct any security deficiency, and will disconnect immediately any intrusions or intruder.  In the event of any such security deficiency or intrusion, Licensee will make no public statements (i.e. press, blogs, bulletin boards, etc.) without prior written and express permission from Company in each instance.

17.6. Control Access to Systems

To the extent Licensee has control or influence over the Systems, Licensee will log (in a time and date-stamped fashion) all instances of access to the Systems. Licensee will encrypt the password and username files for the Systems that store or process any Company user data that Licensee is permitted by Company to access. Passwords must be unique and unintuitive.  Licensee will minimize access to and use of the passwords. Wherever possible, commands which require additional privileges should be securely logged (with time and date) to enable a complete audit trail of activities. When an individual terminates his or her employment with Licensee, his or her passwords and access password facilities must be terminated immediately.

17.7. Security Reviews

Company will have the right, at its own expense, to review, or to have an independent third party that is not a competitor of Licensee, to inspect and review compliance with these security provisions.  Licensee will (at Licensee’s own expense) correct any security flaws detected by such a review as soon as possible. Licensee will then promptly certify to Company in writing that the security flaw has been corrected, along with a description of the corrective action(s) taken. Company will give Licensee 48 hours’ notice before conducting such a review, and may conduct no more than four reviews annually.  Any such review will be conducted during regular business hours in such a manner as not to interfere with normal business activities. If a review reveals a material breach of any of these security provisions, Licensee will reimburse Company for the reasonable costs of the review.

18. General

This Agreement shall be governed by and construed under the laws of the State of California without giving effect to the principles of conflicts of law and without application of the UN Convention on Contracts for the International Sale of Goods.  All disputes arising in connection with this Agreement shall be subject to the sole and exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its reasonable costs and attorneys’ fees.  No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of any right under this Agreement and all waivers must be in writing. In the event that any term of this Agreement is held by a court to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.  Licensee may not assign or transfer (by merger or otherwise) this Agreement (or any part hereof) without the prior written consent of Company. The Company shall have the right to freely assign or otherwise transfer this Agreement (in whole or part). All notices required or permitted under this Agreement will be in writing and will be sent if to Company: legal@blend.com, and if Licensee: such address as Licensee provides to Company (or, in either case, such other address as a party may designate in writing).  This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties with respect thereto. The representations, warranties and other terms contained herein are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and they shall not be construed as conferring any rights on any other persons. Company may amend this Agreement at any time upon 30 days’ notice via email to Licensee.