This Branch Direct Terms and Conditions Agreement (“Agreement”) governs your (“you”, “your”, or “Branch Direct User”) access and use of the Branch Direct service (the “Service”) and the Branch Website (“Website”) located at https://direct.branchapp.com, offered by Branch Messenger, Inc., a Delaware corporation ("Branch", the “Company”, "our", "us", or "we").
1. ACCEPTANCE OF TERMS AND CONDITIONS, AMENDMENTS, DISCLOSURES
1.1 Acceptance of Terms and Conditions. Please read this Agreement very carefully and let us know if you have any questions. By accessing and using the Service, you agree that you have read, understood, and accept this Agreement. If you do not agree with any of the terms herein, do not use the Service. In addition, you may only use the Service for its intended purpose and solely in accordance with this Agreement. Branch is not responsible for links to other websites or third-party resources that may be contained on the Website. This Agreement will remain applicable even if you are presented with, and agree to, other terms from third parties in connection with the Services which may conflict with the terms herein.
1.2 Amendments. Branch may amend this Agreement at any time, with notice if required by law. Your continued use of the Services after the posting of amended versions of this Agreement constitutes your acceptance of such amended versions.
1.3 Disclosures. You agree to Branch’s Electronic Communications Consent. We may provide disclosures and notices required by law and other information about your use of the Services to you electronically, by posting it on our website or by emailing it to the email address you’ve provided to us. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies.
2. BRANCH DIRECT SERVICES
2.1 Branch Direct Services. Branch Direct is a service which companies use to make payments directly to a recipient's bank account (“Destination Account”). A Branch Direct User may elect to have the payment deposited into their Destination Account for free via ACH or have the deposit made on the same day for a fee.
2.2 Eligibility. In order to use Branch Direct, an employer, or other entity that owes you money (each, a “Payor”) must have opted to make Branch Direct available as a way of making payment to you. To qualify for Branch Direct, you must have a Destination Account, which is in your name, with a US based financial institution, that accepts deposits.
2.3 Fees, Fee Calculation, and Transaction Limits.
2.3.1. Fee Free Option. If your Payor has contracted for this option, payments requested through Branch Direct will be deposited into your Destination Account via ACH, which typically settle within three (3) Business Days, at no cost to you. "Business Day" means Monday through Friday except for federally recognized public holidays.
2.3.2. Instant Direct Option. You may choose to have payments deposited the same day into your Destination Account for an expedited delivery fee. The fee for same day delivery via Branch Direct is 2% of the amount deposited or $2.99, whichever is higher, unless your payor has contracted for a lower fee. Fees for instant payments will be deducted from the requested amount prior to deposit in the Destination Account. Please note: if the receiving institution supports same-day payments, payments are typically deposited in under an hour from the time of successful transaction confirmation. However, processing times may vary based on the receiving institution's capabilities and policies. In instances where the receiving institution only supports next business day payments, funds will be deposited by the close of the next business day following the successful transaction. Please note that these are general guidelines and actual deposit times may vary.
2.4.1 Overpayments. In the event an error occurs that results in an overpayment to your Destination Account, you authorize Branch to deduct the overpayment from your Destination Account to correct the error or, if applicable, deduct the overpayment from future payments, at Branch's sole discretion.
2.4.2 Process for Reporting Errors.
If you believe there has been an error in your use of the Services, or you have questions about the Services, you can contact us through the methods listed in Section 12. Please contact us as soon as you can if you think an incorrect amount was transferred to your Destination Account or other error has occurred. In order for us to investigate your claim, you will need to provide your name, email address, phone number, why you believe there was an error, the dollar amount involved, and approximately when the error took place.
If you contact us by telephone, we may require that you send us your complaint or question in writing within 10 Business Days. In most cases, we will determine whether an error occurred within 10 Business Days after we hear from you and will correct any error promptly. If we need more time however, we may take up to 45 days to investigate your complaint or question.
2.5 Our Liability. If we do not complete a deposit to your Destination Account or in the correct amount in accordance with this Agreement and the instructions provided by you to the Payor, we will be liable for any shortfall. However, we will not be liable if: 1) your funds are subject to legal process or other encumbrance that restricts payment; 2) you or the Payor provide incorrect Destination Account information; 3) the Service was delayed or otherwise not working properly and Branch provided notice of the problem in the Branch App at the time you initiated use of the Service; or 4) circumstances beyond our control prevent the completion of the deposit despite reasonable precautions taken by Branch.
3. PRIVACY AND TRANSMISSION OF INFORMATION.
4. COMMUNICATION AND CONSENT
By providing your contact information to Branch in the course of using or expressing interest in the Service, you are providing express consent to be contacted at the phone number, mailing address and email address you provided. In connection with the Service, Branch may contact you by telephone, email, text, SMS or postal mail.
5. BRANCH DIRECT USER REPRESENTATIONS AND AGREEMENTS
5.1 Suspicious Activity. If we detect what we reasonably believe to be fraudulent, suspicious or criminal activity or any activity that is inconsistent with this Agreement related to your use of the Service, we may take appropriate steps to stop or prevent such activity and, if necessary, to recover any amount(s) we suspect have been improperly disbursed. Branch may deny access to the Branch Direct Service if we reasonably believe such refusal is necessary or advisable for legal or security reasons or to protect the Service.
5.2 Accurate Information. You must provide true, accurate, current, and complete information about your Destination Account. Additionally, you represent that you are a legal owner of your Destination Account and that you are authorized to provide us with all account information and other information necessary to facilitate your use of the Service. If you provide any information to us that is untrue or inaccurate, or if we have reason to suspect that such information is untrue or inaccurate, Branch has the right to suspend or terminate our relationship with you and your use of the Services.
5.3 Communication with Branch. In your use of the Service or in your communications with Branch or Branch employees, you are prohibited from posting, transmitting or sharing any content or material that is, or may be reasonable considered to be, offensive, unlawful, threatening, obscene, hateful, racially offensive, homophobic, profane, showing religious bias, sexual in nature, illegal or intimidating in any way. Any such behavior will result in a termination of the Services and if the behavior rises to a criminal or civil offense, or violates any law, Branch will fully cooperate with law enforcement to address the violation.
5.4 Identity Verification. In order to use the Service, Branch may be required to verify your identity. You authorize us to make any inquiries we consider necessary to verify your identity, including, but not limited to, providing a copy of a driver's license, passport, a social security card, taxpayer identification number or other form of government issued identification, and other information we deem necessary. If you do not provide this information or we cannot verify your identity, we can refuse to allow you to use the Service.
5.5 Security. We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk. You are solely responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices, computers, or other access devices. You must immediately notify us of any unauthorized use of your information or any other breach of security relating to your use of the Service.
6. INTERNATIONAL USE
The Services are controlled and operated by Branch from within the United States. Services may not be available if accessed from outside the United States or if your Destination Account is at a bank located outside the United States.
7. LIMITATION OF LIABILITY
THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Your access and use of the Service may be interrupted from time to time for any of several reasons, including the malfunctioning of equipment, periodic updating, maintenance or repair of the Service, or other actions that Branch, in its sole discretion, may elect to take. In no event will Branch be liable to any party for any loss, cost, or damage that results from any period of downtime of the Service.
FURTHER, IN NO EVENT SHALL BRANCH BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM THE PRODUCTS OR YOUR USE OF THE WEBSITE OR SERVICE, EVEN IF BRANCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BRANCH'S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO BRANCH FOR USE OF THE WEBSITE OR SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
This Agreement may be modified by Branch at any time by updating and posting a new version on the Website or by otherwise notifying you of the revised Agreement. By using the Service you agree to be bound by the terms and conditions of the version of this Agreement that is in force during such use.
9.1 Termination by Branch. Branch may at any time, without notice or cause, suspend or terminate your access to and use of the Services or the Branch app, in accordance with applicable regulatory requirements.
9.2 Termination by Branch Direct User. You may terminate your use of the Service by ceasing to use the Service, turning off payments through the Branch Direct platform, and/or contacting Branch at the methods listed in Section 12 of this Agreement.
9.3 Termination by Payor. A Payor may terminate your access to the Service by choosing, in their sole discretion and without notice to you, to not offer payment through Branch Direct.
10. CLASS ACTION WAIVER AND BINDING ARBITRATION
This arbitration section applies to your use of the Service. You and we agree to these terms.
We hope we never have a dispute, but if we do, you and we agree to try for 60 days to resolve it informally. If we can’t, you and we agree to binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide and the arbitrator’s decision will be final except for a limited right of appeal under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity aren’t allowed. Nor is combining individual proceedings without the consent of all parties.
10.1. Disputes covered — everything except IP. The term “dispute” is as broad as it can be. It includes any claim or controversy between you and Branch or any Branch affiliate concerning Branch’s mobile apps, websites, pricing, tips, donations, payments, advances, data, Services, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, your licensors’, our, or our licensors’ intellectual property rights.
10.2. Mail a Notice of Dispute first. If you have a dispute and our customer service representatives can’t resolve it, send a Notice of Dispute by U.S. Mail to Branch, ATTN: BRANCH ARBITRATION, 8014 Olson Memorial Hwy 55, #471, Golden Valley, MN 55427. Tell us your name, address, how to contact you, what the problem is, and what you want. A form is available online. We’ll do the same if we have a dispute with you. After 60 days, you or we may start an arbitration if the dispute is unresolved.
10.3. Small claims court option. Instead of mailing a Notice of Dispute, you may sue us in small claims court in the county of your principal place of business or Minneapolis, MN if you meet the court’s requirements. We hope you’ll mail a Notice of Dispute and give us 60 days to try to work it out, but you don’t have to before going to small claims court.
10.4. Arbitration procedure. The AAA will conduct any arbitration under its Commercial Arbitration Rules (or if the value of the dispute is $75,000 USD or less whether or not you are an individual). For more information, see www.adr.org or call 1-800-778-7879. To start an arbitration, submit the form available to the AAA; mail a copy to Branch at the address in Section (b). In a dispute involving $25,000 USD or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. Any in-person hearing will take place in the county of your principal place of business or Minneapolis, Minnesota. You choose. The arbitrator may award the same damages to you individually as a court could. The arbitrator may award declaratory or injunctive relief only to you individually to satisfy your individual claim.
10.5. Arbitration fees and payments.
10.5.1 Disputes involving $75,000 USD or less. Branch will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and expenses. If you reject our last written settlement offer made before the arbitrator was appointed, your dispute goes all the way to an arbitrator’s decision (called an “award”), and the arbitrator awards you more than this last written offer, Branch will: (1) pay the greater of the award or $1,000 USD; (2) pay your reasonable attorney’s fees, if any; and (3) reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration. The arbitrator will determine the amounts unless you and we agree on them.
10.5.2 Disputes involving more than $75,000 USD. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.
10.5.3 Disputes involving any amount. If you start an arbitration we won’t seek our AAA or arbitrator’s fees and expenses, or your filing fees we reimbursed, unless the arbitrator finds the arbitration frivolous or brought for an improper purpose. If we start an arbitration we will pay all filing, AAA, and arbitrator’s fees and expenses. We won’t seek our attorney’s fees or expenses from you in any arbitration. Fees and expenses are not counted in determining how much a dispute involves.
10.6. Must file within one year. You and we must file in small claims court or arbitration any claim or dispute (except intellectual property disputes) within one year from when it first could be filed. Otherwise, it’s permanently barred.
10.7. Rejecting future arbitration changes. You may reject any change we make to this Arbitration Agreement (other than address changes) by sending us notice within 30 days of the change by U.S. Mail to the address listed in Section (b) above. If you do, the most recent version of this Arbitration Agreement before the change you rejected will apply.
10.8. Severability. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts won’t be arbitrated but will proceed in court, with the rest proceeding in arbitration. If any other provision of this Arbitration Agreement is found to be illegal or unenforceable, that provision will be severed but the rest of this Arbitration Agreement still applies.
10.9. Conflict with AAA rules. This agreement governs if it conflicts with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.
10.10. Branch affiliates are third-party beneficiaries. Branch and other affiliates of Branch are not parties to this Arbitration Agreement but are third-party beneficiaries of your agreement with us to resolve disputes through informal negotiation and arbitration.
The state or federal courts sitting in Shelby County, Tennessee shall have exclusive jurisdiction and venue over any dispute arising out of this agreement and sale, and you hereby consent to the jurisdiction of such courts. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys’ fees and costs will be awarded to the prevailing party in the event of litigation involving the enforcement or interpretation of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import. Services may only be used by Branch Direct Users that are 18 years or older (or younger for minors residing in states where Services may be available for persons under 18) and residents of the United States of America.
12. BRANCH CONTACT INFORMATION.
Contact Branch at the follow:
Phone: 1 (866) 547-2413
Mail: 8014 Olson Memorial Highway 55 #471, Golden Valley, MN 55427
Branch Direct Transfer: 2% per transaction, minimum of $2.99, unless your Payor has contracted with Branch for a lower fee.