Last modified April 26, 2021
THESE TERMS OF SERVICE (“TERMS”) APPLY TO YOUR USE OF AND ACCESS TO THE WEBSITE (LOCATED AT HTTPS://BRANCH.GG, THE “SITE”)) AND THE RELATED PRODUCTS, SERVICES AND SOFTWARE (COLLECTIVELY WITH THE SITE, THE “SERVICES”) OF BRANCH TECHNOLOGIES, INC. (“BRANCH”) AND ANY OF ITS SUBSIDIARIES, AFFILIATES, AND PARENT COMPANIES.
YOUR RIGHT TO USE THE SERVICES IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS. PLEASE REVIEW THESE TERMS THOROUGHLY BEFORE ACCEPTING THEM. BRANCH’S SERVICES ARE NOT AVAILABLE TO ANY PERSON WHO DOES NOT AGREE TO BE BOUND BY THESE TERMS.
THESE TERMS INCLUDE AN AGREEMENT TO RESOLVE DISPUTES BETWEEN YOU AND BRANCH THROUGH BINDING ARBITRATION, AND A WAIVER OF THE RIGHT TO CONDUCT SUCH PROCEEDINGS ON A CLASS BASIS, AS SET FORTH UNDER THE HEADING “BINDING ARBITRATION; WAIVER OF CLASS CLAIMS.” THIS PROVISION REQUIRES YOU AND BRANCH TO RESOLVE CLAIMS RELATING TO THESE TERMS THROUGH BINDING ARBITRATION AND (SUBJECT TO LIMITED EXCEPTIONS) WAIVES YOUR RIGHT TO BRING SUCH CLAIMS IN COURT BEFORE A JUDGE OR JURY.
BY CLICKING/CHECKING THE “I AGREE” BUTTON OR BOX, ACCESSING THE BRANCH WEBSITE OR BY OTHERWISE UTILIZING BRANCH’S SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, ALL ORDER FORMS, AND ALL EXHIBITS AND INCORPORATED POLICIES (COLLECTIVELY, THE “TERMS”).
1. Services; Order Forms
During the term of applicability of these Terms, Branch will provide you with the Services, and you will have the right to access and use the Services, in accordance with these Terms. References to “you” and “your” in these terms refer to the individual entering these Terms, or, if you are acting on behalf of an entity, the entity on whose behalf you enter into these Terms.
If you order Services through an order form or online registration or submission page (an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the Services you are purchasing. Unless an Order Form that you execute with Branch expressly states otherwise, those additional terms are hereby incorporated into these Terms in relation to Your use of that Service. Branch will provide the Services as described on the Order Form (or, if applicable, in a written agreement executed by you and Branch). Branch may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice. Regardless of the method by which you subscribe to or otherwise purchase access to the Services, these Terms will govern except to the extent expressly provided in a written agreement executed by you and Branch.
2. Use of the Services; User Responsibilities
Use Subject to Terms. You may only use the Services pursuant to, and consistent with, these Terms. You are solely responsible for your and your End Users’ use of the Services and shall abide by, and ensure compliance with, all applicable laws in connection with your and each End User’s use of the Services, including but not limited to any applicable laws related to recording, intellectual property, privacy, and export control. Use of the Services is void where prohibited by law.
Use of the Services requires one or more compatible devices, internet access, and certain software, and may require obtaining updates or upgrades from time to time. Use of the Services involves hardware, software, and Internet access, and your ability to access and use the Services may be affected by the performance of these factors. Branch recommends high-speed internet access in order to use the Services. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.
In order to participate in certain Services, you may be notified by Branch that you are required to download software and/or agree to additional terms and conditions. Unless additional terms and conditions expressly state otherwise, those additional terms are hereby incorporated into these Terms.
Content. You agree that you are solely responsible for the content (“Content”) that you send, transmit, display or upload in using the Services and for compliance with all applicable laws pertaining to the Content, including, but not limited to, laws requiring you to obtain the consent of a third party to use the Content and to provide appropriate notices of third-party rights. You represent and warrant that you have the right to upload the Content to Branch via the Services and that your use and provision of such Content does not violate or infringe on any rights of any third party. Branch will have no liability for (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Branch reserves the right, in its sole discretion, without prior notice, to delete any Content at any time if Branch believes that it violates any provision of these Terms, or any applicable law.
Recording. Our Services do not provide functionality for recording communications occurring on the Services, but we cannot guarantee that individuals will not record such communications via other means. You are responsible for compliance will all laws limiting or relating to the recording of communications.
No Reselling. You may not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless you are expressly authorized to do so in a written agreement between you and Branch. You may not offer or enable any third parties to use the Services purchased by you, display on any website, or otherwise publish the Services or any Content obtained from a Services (other than Content that you created or own), otherwise use the Services to generate income from the Services, or use the Services for the development, production or marketing of a service or product substantially similar to the Services.
End User Activities. You are responsible for the activities of all End Users who access or use the Services through your account. You agree to ensure that each such End User will comply with these Terms. Branch may investigate any complaints and violations of these Terms that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content, or terminating accounts and/or user profiles. Under no circumstances will Branch be liable in any way for any data or other content viewed or otherwise received while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content. “End Users” means any user accessing the services through an account with Branch, including the account holder as well as any employees, agents, guests, or other users participating in use of the Services made available to an account holder. Any End User using the Services through an account holder’s account shall be deemed an End User of that account holder for purposes of these Terms.
3. User Registration
You may be required to register with the Site in order to access the Services. At the time of registration, you provide us with your name and email address, and possibly with other information requested at the time of registration. You agree to keep your password confidential and will be responsible for all use of your account and password, to provide accurate information to us at the time of registration, and to keep your information on file with us accurate and updated going forward.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
4. User Eligibility and Representations
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site or use the Services.
By accepting these terms using the Services, you represent and warrant that:(1) all registration information you submit will be true, accurate, and complete, and such remains current at the time you use the Services; (2) you have the legal capacity to agree to these Terms, and you agree to comply with these Terms; (3) if you are agreeing to these terms on behalf of an entity, you have the authority to accept these terms on such entity’s behalf; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site or use the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (6) your use of the Services will not violate any applicable law or regulation.
5. Beta Services
Branch may, from time to time, offer access to services that are classified as a “Beta” version. Access to and use of Beta versions may be subject to additional agreements between you and Branch. Branch makes no representations that a Beta version will ever be made generally available and reserves the right to discontinue or modify a Beta version at any time without notice. Any Beta versions of any Services are provided strictly AS IS; Beta versions may contain bugs, errors or other defects, and your use of any Beta version made available by Branch is at your sole risk.
6. Additional Limitations
You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
Without limiting the foregoing, as a user of the Site and the Services, you agree not to:
• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Collect personal information of users of the Services by electronic or other means for any purpose, including but not limited to sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use the Services to advertise or offer to sell goods or services.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services and/or the content contained therein.
• Engage in unauthorized framing of, or linking to, the Site.
• Use a buying agent or purchasing agent to make purchases on the Site.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Make improper use of our support services or submit false reports to us.
• Use the Services as part of any effort to compete with us.
• Use any information obtained via the Services in order to harass, abuse, or harm another person.
• Sell or otherwise transfer your profile or account with us.
• Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
• Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site or Services (or any portion thereof).
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcm's”).
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use the Site in a manner inconsistent with any applicable laws or regulations.
7. Subscription Fees; Subscription Term; Cancellation
You agree that Branch may charge to your credit card or other payment mechanism selected by You and approved by Branch all amounts due and owing for the Services, including taxes and service fees, set up fees, subscription fees, or any other fee or charge associated with your account. Subscription fees or other changes set forth on any Order Form entered by you shall be due and payable on the terms set forth in such Order Form and in any notices provided to you via the Services in connection with your execution of the applicable Order Form. Branch reserves the right to change the prices for its Services at any time, including changing from a free service to a paid service and charging for Services that were previously offered free of charge. Branch will provide you with prior notice and an opportunity to terminate your account or the applicable subscription if Branch changes the price of a Service to which you are subscribed. Branch will not charge you for a previously free Service unless you have been notified of the applicable fees and agreed to pay such fees.
If Branch is unable to collect the fees owed for the Services through the payment methods associated with your account, Branchy may take any other steps it deems necessary to collect such fees from you and that you will be responsible for, and agree to pay, all costs and expenses reasonably incurred by Branch in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that Branch may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due for Services received by you or other amounts owed pursuant to these Terms.
Unless expressly set forth otherwise in an Order Form or in a separate written agreement between you and Branch, subscriptions shall initially be for the initial subscription term set forth in the applicable Order Form (the “Initial Subscription Term”). The components of the Services to be provided under an applicable Order Form shall be available from the date an Initial Subscription Term begins as specified in the applicable Order Form (the “Service Effective Date”). An Order Form may provide that a Renewal Term will begin automatically unless either party provides notice of termination at least thirty (30) days prior to the commencement of the next Renewal Term. “Renewal Term” means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order Form. “Subscription Term” means the applicable Initial Subscription Term along with any Renewal Terms that become effective under the applicable Order Form. The components of the Services provided under an applicable Order Form shall continue until the later of (i) the end of the Initial Subscription Term or (ii) the end of any Renewal Term that becomes effective, unless terminated earlier according to these Terms.
You may cancel your subscription at any time. If you cancel, you will not be billed for any additional Subscription Terms, and the Services will remain available to you until the end of the Subscription Term then in effect. If you cancel your subscription, you will not receive a refund for any portion of the Services for which you already paid.
The Site contains information on how to terminate your account. If you have purchased a Service for a specific Subscription Term, such termination will be effective on the last day of the then-current term. Your Order Form may provide that a Renewal Term will begin automatically unless either party provides notice of termination at least thirty (30) days prior to the commencement of the next Renewal Term.
If you violate any provision of these Terms, Branch may terminate these Terms immediately and retain any fees previously paid by you. Sections 2, 4 and 6 through 19, inclusive, shall survive any termination of these Terms.
Upon any termination of these Terms, your right to use the Services shall be revoked, and you agree to immediately cease any further use of the Services. Unless expressly stated otherwise in a written agreement between Branch and you, if at any time you are unsatisfied with the Services, your sole remedy is to cease using the Services and follow this termination process.
Branch or its applicable suppliers or licensors retain ownership of all proprietary rights in the Services and in all trademarks, service marks, logos, trade names and domain names (collectively, the “Branch Marks”) associated or displayed with the Services. Unless you have Branch’s express written consent to do so, you may not (i) use framing techniques to enclose any Branch Marks or other Branch proprietary information or (ii) use any meta tags or any other “hidden text” utilizing Branch Marks.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Services (“Feedback”) provided by you to Branch are non-confidential and shall become Branch’s sole property. Branch shall own exclusive rights including all intellectual property rights to, and shall be entitled to the unrestricted use and dissemination of, Feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Feedback, and you hereby warrant that any such Feedback are original with you or that you have the right to submit such Feedback. You agree there shall be no recourse against Branch for any alleged or actual infringement or misappropriation of any proprietary right in your Feedback.
Subject to the foregoing, you retain copyright and any other rights you already hold in Content you submit, post, or display on or through, the Services.
10. Copyright Infringements
Branch respects the intellectual property rights of others. You may not post, modify, distribute, or reproduce in any way on the Services any copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights.
Branch reserves the right, in its sole discretion, to deny access to the Services to any user who is alleged to infringe another party’s copyright. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us by making a submission as described in our Branch Copyright and Intellectual Property Policy listed below. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a notification pursuant to the Copyright Policy. Thus, if you are not sure that material located on or linked to via the Services infringes your copyright, you should consider first contacting an attorney.
11. Export Restrictions
Products available through the Services may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. By making any purchase through the Services, you warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions.
You agree to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Branch pursuant to these Terms to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
12. Injunctive Relief
You acknowledge and agree that any use of the Services or other actions contrary to these Terms may cause irreparable injury to Branch or its Affiliates, and that under such circumstances Branch and its Affiliates will be entitled to appropriate equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief. “Affiliate” means with respect to a party, any entity that directly or indirectly controls, is controlled by or is under common control with that party. “Control” means an economic or voting interest of at least fifty percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such entity.
13. Services Provided AS IS
YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND THAT BRANCH AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. BRANCH AND ITS AFFILIATES MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL OR DATA OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM YOUR USE OF THE SERVICES. BRANCH DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. BRANCH CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BRANCH OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES OR THE PROVISION OF, OR FAILURE TO PROVIDE, TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY OR PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, BRANCH’S AND ITS AFFILIATES’S MAXIMUM CUMULATIVE LIABILITY, AND YOUR MAXIMUM AND EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL BE LIMITED TO THE GREATER OF (A) THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS OR (B) $100 (ONE HUNDRED DOLLARS). TO THE EXTENT YOU RESIDE IN A STATE THAT DOES NOT PERMIT THE FOREGOING LIMITATIONS OF LIABILITY, SUCH LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless Branch, its Affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third-party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from your use of the Services, your violation of these Terms or the infringement or violation by you or any other user of your account, of any intellectual property or other right of any person or entity or applicable law.
16. Binding Arbitration; Class Action Waiver
In the interest of resolving disputes between you and Branch in the most expedient and cost-effective manner, you and Branch agree that any and all disputes arising in connection with these Terms will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement with you to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and Branch are each waiving the right to a trial by jury or to participate in a class action.
Notwithstanding the paragraph immediately above, you and Branch agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) file suit in a court of law to address intellectual property infringement claims not otherwise precluded by these Terms.
Any arbitration between you and Branch will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (or such subsequently adopted rules modifying such procedures) of the American Arbitration Association (“collectively, the “AAA Rules”), subject to any modification by these Terms and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified mail or nationally recognized overnight courier (signature required), or, in the event that we do not have a current physical address on file for you, by email (“Notice”). Branch’s email address for Notice is: email@example.com. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Branch may commence an arbitration proceeding.
Any arbitration hearings will take place at a location to be agreed upon in San Francisco County, California, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance-based telephonic hearing, or by an in-person hearing as established by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
YOU AND BRANCH AGREE THAT YOU EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Branch agree otherwise, you will not request the arbitrator or court to consolidate more than one person’s claims, or to otherwise preside over any form of a representative or class proceeding.
18. Venue and Applicable Law
These Terms are governed by and construed under the laws of the State of California, as applied to agreements entered into and to be performed in California by California residents and without regard to California choice of law principles. For claims other than those covered by Section 16 (Binding Arbitration; Class Action Waiver), the Parties consent to the exclusive jurisdiction and venue of the state courts located in and serving Santa Clara County, California and the federal courts in the Northern District of California.
19. General Provisions
Failure by a party to these Terms to exercise any of its rights under, or to enforce any provision of, these Terms will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of these Terms will remain in full force and effect.
These Terms embody the entire understanding and agreement between the parties respecting the subject matter hereof and supersede any and all prior understandings and agreements between the parties respecting such subject matter, except that if you or your company have executed a separate written agreement with Branch, or you have signed an Order Form expressly providing that a separate written agreement with Branch will govern your use of the Services, then such written agreement shall control to the extent that any provision of these Terms conflicts with the terms of such written agreement.
Branch may elect to change or supplement the terms of these Terms from time to time at its sole discretion. Branch will exercise commercially reasonable business efforts to notify you of any material changes to these Terms, and such changes shall become binding on you within ten (10) business days of posting changes to these Terms (or ten (10) business days from the date of notice if such is provided). If you do not agree with the changes, you should discontinue using the Services. If you continue using the Services after the ten-business-day period described in this paragraph, you will be deemed to have accepted the changes. These Terms has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of these Terms is solely for accommodation purposes.
A. We respect the intellectual property rights of others. If you believe your work has been copied or used in a way that constitutes copyright infringement, are aware of any infringing material available via any of our service offerings, or believe any material infringes any other intellectual property right (including, without limitation, trademark rights and rights to publicity and privacy), please contact our designated copyright agent at the address listed below and provide the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) (a “DMCA Notice”):
(1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(2) identification of the copyrighted work(s) that you claim to have been infringed;
(3) a description of where the material that you claim is infringing is located on Branch’s site or services;
(4) your address, telephone number, and email address;
(5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
The designated copyright agent for Branch is:
Branch Technologies, Inc.
Attn: Dayton Mills, CEO
228 Park Avenue South
New York, NY 10003
Email address: firstname.lastname@example.org
If you submit a DMCA Notice hereunder, you shall be deemed a “Complaining Party” for purposes of this Agreement. Please note that, due to security concerns, attachments cannot be accepted. Accordingly, any notification of infringement submitted electronically with an attachment will not be received or processed. Moreover, this procedure is exclusively for notifying Branch that your intellectual property rights have been infringed.
B. Upon receipt of a written DMCA Notice containing the information as outlined above, Branch will:
(1) Remove or disable access to the material that is alleged to be infringing;
(2) Forward the written DMCA Notice to the alleged infringer (“Alleged Infringer”);
(3) Take reasonable steps to promptly notify the Alleged Infringer that it has removed or disabled access to the material.
C. Pursuant to 17 U.S.C. § 512 et. al, an Alleged Infringer may provide Branch’s designated copyright agent with a counter notice objecting to the Complaining Party’s allegations and Branch’s removal of the alleged infringing material (a “Counter DMCA Notice”). To be effective, a Counter DMCA Notice must be a written communication provided to Branch designated copyright agent that includes substantially the following:
(1) A physical or electronic signature of the Alleged Infringer;
(2) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(3) A statement under penalty of perjury that the Alleged Infringer has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
(4) The Alleged Infringer’s name, address, and telephone number, and a statement that the Alleged Infringer consents to the jurisdiction of the federal district court for the judicial district in which the address is located, or if the Alleged Infringer’s address is outside of the United States, for any judicial district in which the Alleged Infringer may be found, and that the Alleged Infringer will accept service of process from the person who provided the DMCA Notice or an agent of such person.
D. Upon receipt of a Counter DMCA Notice containing the information as outlined in 1 through 4 above, Branch will:
(1) Promptly provide the Complaining Party with a copy of the Counter DMCA Notice;
(2) Inform the Complaining Party that Branch will replace the removed material or cease disabling access to it within ten (10) business days;
(3) Replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter DMCA Notice, provided Branch’s Designated Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Alleged Infringer from engaging in infringing activity relating to the material on Branch’s network or system.
Last modified April 26, 2021
If you use our Services through access provided through another account holder (e.g., using the Services through an account held by your employer), aspects of the collection and processing of data in connection with such activities is administered by, and subject to the policies and practices of, the account holder.
2. Data We Collect From You; How We Use It
When you create, update, and/or otherwise enroll for an account for the Services with us, you provide us with data, including Personal Information, about yourself, including, without limitation:
• your name
• company name and employee count (for company accounts)
• your email address(es)
• date of birth
• your device’s unique identifier
• your user name
• your password
• any other information that you elect to share or provide us access to, including Personal Information that may identify you individually
We use the foregoing Account Data:
• to set up your account and enroll you to use the Services
• to provide the Services, including to display information (e.g., user avatar) in connection with your use of the Services
• to communicate with you with respect to updates or changes related to our Services, and to provide you with customer support in connection with your use of the Services
• to send you permitted marketing communications
Payment Information and Paid Account Data
If and when you use the Services to make payments of any kind, or to set up the capability to make payments, you may provide us (or our third-party payment processors) additional Personal Information including financial information (such as your credit/debit card information or other applicable payment method, billing address, billing telephone number, date of birth, or other information). We endeavor to store very little, if any, financial information that we collect from you and instead, such financial information is typically stored by our third-party payment processors, but we may use this information under certain circumstances to create and to provide support related to your account and to communicate with you relating to customer support inquiries as well as other communications related to the Services. We encourage you to review the privacy policies of any third-party payment processors used in connection with and to contact them directly if you have questions relating to your data, including Personal Information, as it relates to such payments.
We use the information described in the paragraph above:
• to set up or modify your account and enroll you to use the Services
• to provide the Services
• to communicate with you with respect to updates or changes related to our Services, and to provide you with customer support in connection with your use of the Services
• to facilitate payments related to the Services (primarily through our third-party payment processors)
• to send you permitted marketing communications
Information Relating to the Use of the Services
We may also collect other information from you related to your use of the Services and your interactions with our Services. This information includes any such information that you affirmatively provide to us, as well as certain information we receive automatically through the use and functioning of the Services. This information may include the following:
• User Content. By the nature of our Services, users submit communications, files, and other data to our Services while interacting on our platform (“User Content”). We cannot and do not control the actions of other users you interact with or the content of User Content submitted by you or others, and we cannot guarantee that User Content you provide via the Services will not be viewed, heard, or otherwise observed by unauthorized persons. Account holders have the ability to set privacy options and other settings on their accounts to limit the ability of users to access certain aspects of the Services, but no security measures are perfect, and users should take care in deciding the access you provide to others when using the Services, and the information you choose to share when using the Services. We use the User Content described in this paragraph only in connection with providing the Services, and we do not affirmatively monitor User Content or use such User Content for purposes beyond providing the Services.
• Individual User Activity. Our system retains certain aspects of individual user activity in connection with the Services, such as your participation in a particular event, for purposes of providing certain aspects of the Services like milestones, acorns or awards associated with such participation or other activities on the Services. Like User Content, we use the User Content described in this paragraph only in connection with providing the Services, and we do not use individualized records of user activity for purposes beyond providing the Services.
• Location Information. Certain aspects of our Services may request permission to and track location-based information from your mobile device, either continuously or while you are using the Services, to provide location-based services, and we may receive this information from our Third-Party Providers who provide applicable aspects of the Services. If you wish to change our access or permissions, you may do so in your device’s settings. We use the information to provide you with the Services and related customer support (such as providing you with information tailored to your jurisdiction in response to inquiries), and to monitor the performance of our systems.
• Operational Data. Our software and systems, as well as the software, systems, and device(s) used to access our Services, may automatically collect technical and operational data, such as information about devices accessing the Services, including the type of device, device settings, operating system, application software, peripherals, and unique device identifiers, phone number, country, location, and any other data you choose to provide. Automatically collected data may also include information about the configurations and use of our Services, metrics about how and when the Services are used and how they perform, and information about events occurring on our technology systems. We use the information described in this paragraph to provide you with the Services and to optimize their delivery, to monitor the performance of our technology systems, to provide you with information through your account with respect to your use of the Services, to maintain the security of our systems and to detect and address harmful or fraudulent use, to confirm compliance with our contractual and legal obligations, to administer our disaster recovery plans and policies, and to create anonymized and/or aggregated data that we use to improve our products and services and for other lawful purposes.
• Customer Support Information. We may receive data, including Personal Information, from you in connection with customer support activities, such as calls or chats you have with our personnel, or other related inquiries you submit to us. We use this information to respond to your inquires and provide the requested support, and to facilitate the related aspects of the Services.
Marketing Data and Communications
We collect information for marketing purposes, including contact information and related Personal Information, from your use of our website, including as described in the “Cookies” section above. In addition, if you provide your contact information or other Personal Information to us (for example, in connection with joining a waiting list or other list through the Site or attending an event conducted by Branch), we may use that information to send you communications, including marketing communications, relating to our products and services. We may also receive contact information that we use for marketing purposes from publicly available information such as social media profiles, as well as marketing lists from third-party service providers we may contract with (where permissible under applicable law). We use the marketing data described in this paragraph to send marketing communications and to provide information about our products and services that is tailored to individual interests.
You may opt out of receiving marketing communications from us by sending an email to email@example.com and including “Opt Out of Marketing Communications” in the subject line of your message or by selecting “Unsubscribe” in the applicable message.
Any Additional Information Provided to Us
3. No Sensitive Personal Information; No Children’s Data
Branch does not intentionally collect, process, or store, and we request that you do not post, upload, store, display, transmit, or submit Sensitive Personal Information on or through the Services, except to the extent directly requested in connection with the relevant aspect of the Services. “Sensitive Personal Information” includes, but is not limited to, government-issued identification numbers; consumer reports; background checks; any code or password that could be used to gain access to personal accounts (other than your password to your Branch account); genetic data or biometric data; any Personal Information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; or data concerning health or sex life or sexual orientation. or similar information. Branch is not responsible and will not be liable for any loss or damages you or another individual may experience due to your disclosure of Sensitive Personal Information while using the Services.
The Services are not directed to or intended for children, and Branch does not intentionally collect, process, or store through the Services any Personal Information from any person under 18 years of age. In the event we discover we have inadvertently collected, processed, or stored any Personal Information from a person under 18 years of age without verifiable parental consent, we will promptly take the appropriate steps to delete such data or seek the necessary verifiable parental consent for that collection in compliance with the Children’s Online Privacy Protection Act (“COPPA”). We request that users not provide us with any Personal Information of any person under 18 years of age.
4. How We Share and Disclose Data
Subject to the above paragraphs, we may share or disclose information about you as follows:
• With Your Consent. We may disclose your data, including Personal Information, to third parties when we have your express consent to do so. This includes any information that you post to any publicly viewable component of our Site and/or the Services – by publishing such information via the Site or Services, you consent to our disclosure of this information.
• By Law or to Protect Rights. We cooperate with law enforcement inquiries, as well as other third parties, to enforce laws such as those regarding intellectual property rights, fraud, and other personal rights. WE CAN (AND YOU AUTHORIZE US TO) DISCLOSE ANY INFORMATION ABOUT YOU TO LAW ENFORCEMENT, OTHER GOVERNMENT OFFICIALS OR ANY OTHER THIRD PARTY THAT WE, AT OUR SOLE DISCRETION, BELIEVE NECESSARY OR APPROPRIATE IN CONNECTION WITH AN INVESTIGATION OF FRAUD, INTELLECTUAL PROPERTY INFRINGEMENT OR OTHER ACTIVITY THAT IS ILLEGAL OR MAY EXPOSE US, OR YOU, TO LIABILITY.
• Interactions with Other Users; Postings. If you interact with other users of the Services, those users may see identifying information and descriptions of your activity that you make available to them via the Services. If you speak to other users, post comments, contributions or other content in any way connected to the Services, your posts or other statements may be viewed or heard by other users and may be publicly distributed outside the Services.
• Our Service Providers. As describe above, we engage third parties to process data in support of delivering of the Services (“Service Providers”). We may share your data, including Personal Information, with Service Providers (e.g., email services, platform hosting, cloud computing services, data storage and processing facilities) to the extent appropriate to let them perform business functions and services for us or on our behalf in connection with the provision of the Services. For example, servers used by Branch in connection with providing the Services are not physically located at our facilities, but rather are managed by a third-party Infrastructure-as-a-Service provider (an “IAAS Provider”). We have taken commercially reasonable steps to choose a professional and reputable IAAS Provider(s) and to ensure that such IAAS Provider(s) and our other Service Providers use appropriate security measures in light of the risks and nature of the data being protected and consistent with industry norms. Still, it is impossible to guarantee that the security measures taken by our Service Providers will be adequate in all circumstances, and by using the Services, you understand and agree that we have no liability for the actions of such Service Providers.
• Third-Party Services. Our systems may enable or permit integrations with or use of Third-Party Services in connection with the Services. When such Third-Party Services are enabled, we may share certain data with them as requested to effectuate the integration, including data regarding your credentials related to the Services. As mentioned above, Third-Party Services are not owned or controlled by Branch and third parties that have been granted access to your data may have their own policies and practices for its collection and use; you should check the privacy settings and notices of these Third-Party Services to understand their privacy practices.
• Changes to Branch’s Business. If we engage in a merger, acquisition, bankruptcy, dissolution, reorganization, sale of some or all of its assets or stock, financing, public offering of securities, acquisition of all or a portion of our business, a similar transaction or proceeding, or steps in contemplation of such activities (e.g., due diligence), we may share or disclose data in connection therewith, subject to standard confidentiality obligations.
• Aggregated or De-Identified Data. If any data is aggregated or de-identified so it is no longer reasonably associated with an identified or identifiable natural person or household (in the case of aggregated data) or no longer capable of being associated with or relinked with any identifiable natural person or household (in the case of de-identified data), we may use or disclose such aggregated or de-identified data for any purpose. For example, we may share aggregated or de-identified data with prospects or partners for business or research purposes, such as statistical analysis, to research trends and predictive analysis, or to develop or improve the Services.
• Enforcement of Agreements. We may disclose data to ensure compliance with and to enforce contractual or legal obligations with respect to the Services and our business, including any applicable lease agreements.
• Protection of Rights. We may disclose data to protect and defend our rights and property, including intellectual property rights, and to ensure compliance with applicable laws and enforce third party rights, including intellectual property and privacy rights.
• Safety and Security. We may disclose data to protect your safety and security; to protect the safety, security, and property of our users; and to protect our safety, security, and property and that of our employees, agents, representatives, and contractors.
7. Security Measures
We take data security seriously and we maintain physical, technical, and administrative procedures to protect the data we collect and to secure it from improper of unauthorized use. We endeavor to protect data in our custody and control from loss, misuse, and unauthorized access, use, disclosure, modification, or destruction, and to use industry-standard security measures to ensure an appropriate level of security in light of reasonably available methods and the risks and nature of the information we collect.
• You provide information to us, including your Personal Information, at your own risk.
• No data transmission over the internet is guaranteed to be 100% secure, and we cannot guarantee that unauthorized access, hacking, data losses, or other breaches will never occur.
• You are responsible for protecting your account information related to the Services, including any applicable credentials, logins, passwords, etc. and for ensuring that they are not used by others to access the Services.
8. International Data Transfers
9. Jurisdiction-Specific Notices
Under California Civil Code Section 1798.83 (the “Shine the Light Law”), you may ask companies with whom you have a business relationship primarily for personal, family, or household purposes to identify third parties to which they have disclosed personal information (as defined under the Shine the Light Law) during the prior year for their own direct marketing purposes and the categories of information disclosed. We do not disclose your Personal Information to third parties for such third parties’ direct marketing purposes. However, if you reside in California, you can prevent future disclosures for direct marketing purposes of your Personal Information, at no charge, by indicating to us your intent to opt out of such disclosures in a message addressed to the email address or physical mailing address provided in “Section 11 – Contact” below providing your full name and mailing address and certifying that you are a California resident.
Although we do not direct our website specifically toward residents of the European Union (“EU”), some EU residents’ data may be collected through marketing channels or by virtue of our users’ use of our Services. Collection and storage of any EU resident’s data by us is minimal and incidental.
Notwithstanding the foregoing, if you are an EU resident and would like to request that your data be securely removed from our systems, however collected, please send an email with proof of EU residency to firstname.lastname@example.org. We will endeavor to remove all relevant data, so long as that removal is technically feasible, does not impact the legitimate accounting or business practices of our customers, and does not violate other regulatory or legal standards with which we must comply. We will also cooperate with our customers in good faith to address any requests they receive or that may impact them directly.
Branch Technologies, Inc.
Attn: Privacy Team
228 Park Avenue South
New York, NY 10003