Terms of Service

1. General

This Terms of Use Agreement (“Agreement”) governs your access and use of the website operated by Branch Messenger, Inc., a Delaware corporation ("Branch", "our", "us", or "we") and located at www.branchapp.com. (the “Website”) as well as the Services (described below). By accessing, browsing, and using this Website and/or the Services, you agree that you have read, understood, and accept this Agreement. Please read it very carefully and let us know if you have any questions. If you do not agree with any of the terms herein, do not use the Website or the Services. This Agreement does not govern your use of any products or services offered by Branch from or in connection with the Website, or otherwise, which are subject to their own terms of service. You must accept any terms and conditions relating to Branch products and/or services as a condition to receiving such products and/or services. Such terms will be presented to you in connection with any such subscription.

2. GOVERNING LAW

THIS AGREEMENT AND YOUR USE OF THE WEBSITE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

3. USE OF THE WEBSITE/SERVICES

You may only use this Website and the Services for their intended purpose and solely in accordance with this Agreement. In addition, you may not restrict or inhibit any other person from using or enjoying the Website. The Website or Services may contain links to other Internet Websites and third-party resources. Branch is not responsible for either the availability of these outside resources or their content, including for any legal services you may obtain by contacting any person as a result of use of the Website or Services or the features hereof. Branch may, but is not obligated to, monitor your use of the Website or Services.

4. INTELLECTUAL PROPERTY

The content of this Website and the Services is protected by law, including without limitation United States copyright law, trademark law, and applicable international treaties. You are granted permission to display, reproduce, distribute, and download the materials on this Website or the Services solely for your own personal, non-commercial use, provided that none of the content is modified and all of Branch’s legal legends are retained. You may not “mirror” any content contained within this Website or the Services without the express prior written consent of Branch. Except as stated herein, none of the content may be reproduced, distributed, published, displayed, downloaded, or transmitted in any form by any means without the prior written permission of Branch or the appropriate copyright owner. Branch does not grant you any licenses, express or implied, to the intellectual property of Branch or its licensors except as expressly stated in this Agreement.

If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Website; (iv) your address, telephone number, and primary email address; (v) 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; and (vi) 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.

Send any notices of suspected Copyright Infringement issues to hi@branchapp.com and reference Copyright Issues in the subject line.

5. TRANSMISSION OF CONTENT

Any material, information or ideas that you transmit to or post to or through this Website by any means will be treated as non-confidential and non-proprietary, despite any legends to the contrary, and may be used by Branch for any purpose whatsoever. Notwithstanding the foregoing, all personal information provided by you will be handled in accordance with Branch’s Privacy Policy, which can be found at https://www.branchapp.com/privacy. You agree to the terms of such Privacy Policy by providing your personal information to Branch.

6. RELATIONSHIP WITH DWOLLA

In order to use the payment functionality of Branch Pay by Branch Messenger, you must open a "Access API" account provided by Dwolla, Inc. ("Dwolla") and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize Branch Messenger to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through the Branch Messenger application, and Dwolla account notifications will be sent by Branch Messenger, not Dwolla. Branch Messenger will provide customer support for your Dwolla account activity, and can be reached at www.branchapp.com, hi@branchapp.com and/or 323-300-4063.

7. OTHER TERMS FOR BRANCH PAY

Branch offers various products through the Website and the Branch Pay app, including but not limited to, employee wellness services such as Access, Budget and Grow applications, Earn, and Insight features that relate to financial wellness tools such as overdraft notifications, overview of upcoming bills, daily earnings tracker, and advances on Virtual Assets (defined below) (the "Services"). The Services can assess the value of virtual assets such as your earned but unpaid wages (the "Virtual Assets") and allow you to view the value of your Virtual Assets and subject to certain restrictions, through a wage advance received through an application process, export the value of your Virtual Assets for monetary transactions to your bank account, through assigning to Branch the complete right, title and interest in those Virtual Assets. The cost of transactions may be assessed for your application and request to participate in the same day funds transfer option. Branch will not collect any interest on the Virtual Asset transaction.

The Services are offered through two different methods. Through the Enterprise Method, the employer subscribes to all or some of the Services with Branch and those Services are available to the employer’s employees. When you receive an advance of a Virtual Asset, you sell and transfer to Branch, all right, title and interest in and to those Virtual Assets. Then the amount of the advance plus any delivery fees associated with the transaction are deducted from your paycheck by your employer on the normal pay day in accordance with federal and state regulations, and paid to Branch through an ACH transfer. You receive your paycheck minus the amount of the Virtual Asset advance and any associated delivery fee. If an employer deduction is not made due to employee termination timing, Branch will pull from the debit card on file for you or an ACH transfer from your bank account.

Through the Organic Method, individuals sign up with Branch (rather than the employer subscribing) for the Services. When you request an advance of a Virtual Asset, you sell and transfer to Branch, all right, title and interest in and to those Virtual Assets; once you receive payment for the Virtual Asset, you will transfer those payments and any associated delivery fee, or permit those payments and any associated delivery fee to be transferred to Branch. We reserve the right to charge your bank account at any time as soon as we see a paycheck associated with the Virtual Assets deposited into your bank account or otherwise to pull from the debit card on file for you or your bank account until the advance and any associated delivery fee are repaid. Branch reserves the right to deny future advances of Virtual Assets if past advances are not reimbursed.

If Branch is unable to access funds from your bank account to complete a payment that is owed, you agree to reimburse Branch immediately when funds become available that are associated or an incident to the Virtual Assets. While Branch is helping users avoid overdraft fees, it is not responsible for any overdraft fees or any bank fees that result from your failure to maintain a sufficient balance in your bank account. Branch will pursue instances of fraud, otherwise Branch will not take recourse in association with repayment and will not i) seek collection for non-payment, ii) report non-payment to a consumer reporting agency, or iii) place the payment as a debt with or sell it to a third party.

8. APPLICATION FOR SERVICES

Some Services, such as advances of Virtual Assets, require you to complete an application. Branch requests information from you and your employer and confirms your eligibility with your employer, which may include time and attendance verification. Branch collects various information including but not limited to, annual income, hourly rate, tenure at employer, hours days worked, other jobs held by the employee, and bank account information.

Branch has various rules built into the application process to evaluate the associated risk for the employee using factors such as annual income, tenure at company, hours worked in pay period, frequency of request for advances of Virtual Assets, and percentage of advance used as compared to total advance available in the pay period. The rules in the application process also evaluate the risk for the employer, using various factors such as employer’s financial condition such as revenue, debt, and market capitalization, employee’s state of residency, number of employees, and employer experience in withholding wages. The application process also has a rules engine for employer compliance with state legislation for payroll advances and deductions such as whether the state law allows the Services, the amount permitted to be advanced and deducted under the state law, and number of deductions allowed. Once the rules engine determines eligibility, you are able to request an advance of Virtual Assets and provide consent for the wage deduction.

9. RESTRICTIONS ON SERVICES

Branch may limit the total number of Virtual Assets that you can access at any given time or for a period of time. Branch also may deny access to your Virtual Assets if we reasonably believe such refusal is necessary or advisable for legal or security reasons or to protect the Services.

10. USE OF THE SERVICES (REPS AND WARRANTIES AND OTHER AGREEMENTS)

When Branch advances your Virtual Assets to you, for valuable consideration, you sell and transfer to Branch, all right, title and interest in and to those Virtual Assets. You warrant to Branch that the Virtual Assets are valid and due and that you have not received any payment for or assigned to another party the Virtual Assets or any part of the Virtual Assets. You further warrant that if you receive payment for the Virtual Asset, you will transfer those payments, or permit those payments to be transferred to Branch. By requesting a Virtual Asset advance, you authorize Branch to initiate debit entries from your paycheck as provided by your employer, as applicable. You agree to maintain an amount from your paycheck that is sufficient to fund all payments you initiate. You represent and warrant that you have the right to authorize us to deduct your paycheck for payments due to us under these Terms. You will indemnify and hold Branch harmless from any claims by any other owner of the account or those with rights to the funds.

You agree that by taking an advance you will be able to meet basic living expenses and major financial obligations both during the time of the advance and for 30 days after Branch deducts from your paycheck. Irresponsible use of the service, or use that violates state law, such as too many advances in succession, can trigger a 30 day cool-off period.

You must provide true, accurate, current, and complete information about your accounts maintained at Branch Additionally, you represent that you are a legal owner of, and that you are authorized to provide us with, all account information and other information necessary to facilitate your use of the Services.

In order to use certain Services, Branch may be required to verify your identity. You authorize us to make any inquiries we consider necessary to validate your identity such as taxpayer identification number, phone number verification. If you do not provide this information or we cannot verify your identity, we can refuse to allow you to use the Services.

11. LOCATION SERVICES

Related to the use of Services and to prevent possible fraud, location services may be used to track if an employee is present at their employer if the employee voluntarily opted-in.

12. INTERNATIONAL USE

This Website and the Services are controlled and operated by Branch from within the United States. Branch makes no representations that materials contained within the Website or the Services are appropriate or available for use in other locations, and access to the Website or Services from locations where such activity is illegal is prohibited. Those who choose to use the Website or Services from other locations do so on their own initiative and are solely responsible for compliance with all applicable laws.

13. U.S. GOVERNMENT RESTRICTED RIGHTS

The content of this Website is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in applicable laws and regulations.

14. LIMITATION OF LIABILITY

THE WEBSITE AND 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 Website or Services may be interrupted from time to time for any of several reasons, including the malfunction 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 Website or Services.

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 SERVICES, 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 SERVICES. 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.

15. MODIFICATIONS

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 Website, Services and/or the application, you agree to be bound by the terms and conditions of the version of this Agreement that is in force during such use.

16. TERM AND TERMINATION

The content of this Website is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in applicable laws and regulations.

17. CLASS ACTION WAIVER AND BINDING ARBITRATION

This Arbitration Agreement is part of the Branch.com Terms of Service that governs your use of Branch’s apps, Services, the Website or any Branch affiliated product. You and we agree to these terms.

Binding Arbitration and Class Action Waiver if your principal place of business is in the United States.

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.

a. 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.

b. 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, 301 S 4th Ave #960N, Minneapolis, MN 55415. 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.

c. 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.

d. 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.

e. Arbitration fees and payments.

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.

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.

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.

f. 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.

g. 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.

h. 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.

i. Conflict with AAA rules. This agreement governs if it conflicts with the AAA’s Commercial Arbitration Rules or Consumer Arbitration Rules.

j. 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.

18. GENERAL

The state or federal courts sitting in Minneapolis, MN 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. Customer Accounts may only be created for end users that are 18 years or older and residents of the United States of America. You agree that you will not open or attempt to open a Customer Account for any end user that does not meet these criteria and that you will use appropriate measures, technical or otherwise, to do so.

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