Terms of Service Agreement

TERMS OF SERVICE AGREEMENT

Please read this Terms of Service Agreement (the “Agreement”) very carefully before using the Branch App (defined below), the Branch Website (defined below), or any Services (defined below) offered by Branch. 

THIS AGREEMENT INCLUDES A BINDING ARBITRATION AGREEMENT IN SECTION XXV WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION XXV ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE REFER TO THAT SECTION FOR MORE INFORMATION.

I. BRANCH TERMS OF SERVICE

This Agreement sets forth a legal agreement between you (“you” or “your”) and Branch Messenger, Inc., a Delaware corporation ("Branch", the “Company”, "our", "us", or "we") governing your access to, and use of, the Branch website located at www.branchapp.com (the “Website”), the Branch mobile application (“Branch App”), as well any products and services offered or made available by Branch (collectively, the “Services”). The Services will also be subject to other terms, conditions or agreements provided by Branch, your Sponsor Bank or third parties involved in the provision of each specific Service. Branch is a technology service provider and not a bank. All banking services described are provided by one of Branch’s sponsor banks, Evolve Bank & Trust, Member FDIC or Lead Bank, Member FDIC (each, a “Sponsor Bank”). The name of your Sponsor Bank will be on the back of your Branch Card. The Website and the Branch App are owned and operated by Branch and access to each is being provided to you subject to this Agreement. This Agreement applies when you access, interact with, sign up for, or use, the Website, the Branch App or any Service and is binding as of the first day you access, use, interact with, or sign up for, the Website or the Branch App.

 II. ACCEPTANCE OF TERMS AND CONDITIONS

By accessing, browsing, or using the Website, the Branch App or any of the Services, you agree that you have read, understood and agree to be bound by this Agreement. If you do not agree with any of the terms herein, you may not access or use the Website, Branch App or any of the Services. In addition, you may only use the Website, the Branch App and the Services for their intended purposes and solely in accordance with the terms of this Agreement and any related agreement you are required to execute in connection with the Branch App, the Website or any Service. Branch is not responsible for the security, accuracy or content contained in any websites or third-party resources that may be linked to or referenced on the Website, the Branch App or in any document related to any Service. This Agreement will remain applicable even if you are presented with, and agree to, other terms presented by third parties found on the Website, Branch App or in any document related to the Services.

By agreeing to this Agreement, you represent and warrant to us that: (1) you are a legal resident of the United States, (2) meet the minimum age requirement in your state of residence to contract with Branch and to use any Service applied for, and (3) you have not previously been suspended, removed, deactivated, or otherwise denied access to any Service. 

III. MINIMUM TECHNOLOGY REQUIREMENTS FOR BRANCH APP OR BRANCH SERVICES

To access and use the Branch App or any Services (other than for Branch Direct), you must have a mobile device or smartphone which runs either Apple iOS 13.0 or higher or Android 9 (or higher), with access to the internet. You must also have a valid email address and sufficient storage space to install the Branch App and any other required applications. The Branch App is available through the Apple App Store (for Apple devices) and Google Play Store (for Android devices). 

IV. LIMITATIONS ON USE

a. Acceptable Use. As a condition of use, you agree not to use the Website, Branch App, or the Services for any purpose that is prohibited by this Agreement, any additional agreement related to the Service or applicable law. You may not (and shall not permit any third party to) use the Website, Branch App, or the Services to make any content available on or through the Website, Branch App, or the Services:

       I.For any illegal purpose;

       II. To contact any other user without that person’s permission;

       III. For data mining, scraping, or releasing spiders, robots, web crawlers, or any other data gathering or extraction tools to collect any information from our Website, Branch App, or the Services, except to the extent indexed by general purpose public search engines;

       IV. To compete with Branch;

       V. For modifying, copying, distributing, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, selling any content available through the Website, Branch App, or the Services;

       VI. To attempt to gain unauthorized access to Branch’s platform or Services or interfere with the Website, Branch App, or the Services by any means including introduction of malware or excessive usage or network traffic;

       VII. To access or collect any personally identifiable information of other persons; or

       VIII. To interfere with any security features of our Website, Branch App, or the Services or network platform.

You acknowledge and agree that the unauthorized or unlawful use of our Website, Branch App, or the Services could cause irreparable harm to Branch and that in the event of such unauthorized or unlawful use, Branch shall be entitled to an injunction in addition to any other remedies available at law or in equity.

b. Misuse. In the event that Branch reasonably concludes that you have provided Branch with untrue or inaccurate information or are failing to comply with this Agreement or any additional agreement related to any Service, then Branch may take various actions, including suspending your access to the Website, Branch App, or the Services or terminating your Branch account. If Branch bans you from the Website, Branch App and/or the Services, you may not return for any reason or in any manner including with a new username or identity. In the event that you return, or attempt to return, after you’ve been banned, you will be deemed to have breached this Agreement, and Branch reserves the right to pursue all rights and remedies available at law or in equity with respect to such breach.

c. Compliance with Laws. In your use of the Website, Branch App, and the Services, you shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information.

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V. OVERVIEW OF SELECT BRANCH SERVICES 

BRANCH SERVICES

In addition to the Branch Wallets (described below), Branch’s Services include proprietary Branch products as well as financial wellness products, rewards programs and other products and services available through the Branch App, including the following:

a. On Demand Pay Program. You may be eligible to get access to earned wages prior to your next regularly scheduled payday through your workplace-enabled earned wage access program. Advances deposited into your Branch Wallet are made without charge. The terms of Branch's On Demand Pay Program are attached hereto as Exhibit A.

b. Savings Goal. Branch allows you to set aside money for a savings goal within your Branch Wallet. With this feature, you can determine the amounts and dates you want to move funds to and from your savings goal balance.

c. Branch Rewards Programs. All Branch accountholders are automatically enrolled in the Branch Rewards Program which allows you to earn cashback or discounts for purchases of everyday goods and services from participating merchants using your Branch Card. In addition, all Branch Business Cardholders are automatically enrolled in Mastercard Easy Rewards Program. 

d. Cashflow Budgeting Services. As part of Branch’s commitment to financial wellness, the Branch App offers “CashFlow”, which is a tool to help you manage your budget and spending. 

e. Greenhouse Marketplace. Branch also offers access to Greenhouse, which is a marketplace hosted and managed by MoneyLion Technologies that lets you browse and apply for various financial products or services offered through MoneyLion by its partner organizations. You can submit a single application to multiple lenders for personal loans, credit cards, auto loans and other financial products. To use Greenhouse, users may be required to follow additional application or authentication processes as stipulated by MoneyLion or its partners. Branch is not responsible for the accuracy of any information contained in Greenhouse about products and services. 

VI. BRANCH’S FINANCIAL RELATIONSHIPS WITH THIRD PARTY SERVICE PROVIDERS

Certain financial wellness products, offerings and services described herein or available through third party providers found on the Branch App are offered through third party platforms (e.g., Greenhouse, etc.) which may compensate Branch for your access to, application for, or use of, certain products or services available through the Branch App. Note: Branch is not a financial advisor or a financial planner. We do not make any representations or guarantees that any of the financial services or products available through third party platforms are suitable for you. 

VII. BRANCH DIGITAL WALLETS, BRANCH BUSINESS WALLETS AND BRANCH ESSENTIAL WALLETS 

Branch users, including, but not limited to employees and independent contractors, may open either business or consumer deposit accounts and obtain corresponding debit cards offered through one of our Sponsor Banks. Depending on whether you are an employee or an independent contractor (or other business entity) you will be eligible to open either: (A) a consumer deposit account (the “Branch Account”) with a consumer debit card (“Branch Card”) (collectively, a “Branch Digital Wallet”) or (B) a business deposit account (the “Branch Business Account”) with business debit card (“Branch Business Card”) (collectively, a “Branch Business Wallet”). Use of your Branch Digital Wallet, the Branch Essential Wallet (defined below) or the Branch Business Wallet (collectively, the “Branch Wallets”) will be governed by the terms of this Agreement and the corresponding account opening agreements provided to you by the Sponsor Bank.

In the event you do not meet all customer verification requirements required to open a Branch Digital Wallet and your employer meets certain diligence requirements established by Branch and the Sponsor Bank, you may be eligible to open a Branch Essential Account (the “Branch Essential Account”), which is a pay card that includes a bank account which can be used to receive deposits from your employer and a consumer debit card (“Branch Essential Card”) (collectively, the “Branch Essential Wallet”). The Branch Essential Wallet includes many of the benefits of the Branch Digital Wallet but does not permit you to make deposits directly into the account (other than deposits made by your employer) and limits your ability to transfer funds to or from other financial institutions. From time to time, Branch and the Sponsor Bank may impose other limitations on the Branch Essential Account. Branch Essential Account holders may at any time apply for a full Branch Digital Wallet upon satisfaction of the customer verification requirements established by the Sponsor Bank. 

VIII. OPENING A BRANCH WALLET

In order to open a Branch Digital Wallet or a Branch Business Wallet, Branch is required to collect certain personal information (e.g., your name, date of birth, SSN, mailing address, email address, etc.) and verify your identity. You agree to provide accurate, current and complete information and represent that you are the legal owner of, and are authorized to provide us with, such information. You authorize Branch and the Sponsor Bank to make such inquiries as we consider appropriate to validate your identity. You consent to Branch providing your personal information to the Sponsor Bank and to any third party engaged by Branch or the Sponsor Bank to verify your identity as required under the Financial Crimes Enforcement Network rules. If you do not respond to any of our inquiries or if we cannot verify your identity, Branch or the Sponsor Bank may refuse to allow you to open a Branch Wallet or to use the Branch App, the Website or any of the Services.

If your application is approved, the information provided by you will be used to establish your Branch Digital Wallet or Branch Business Wallet with the Sponsor Bank. Branch agrees that it will retain and use any personal information collected during the application process in accordance with the terms set forth in the Business Privacy Policy Agreement (https://www.branchapp.com/legal/business-privacy-policy) or Consumer Privacy Policy Agreement (https://www.branchapp.com/legal/consumer-privacy-policy), as applicable. 

Should any of your personal information provided during the application process change, you agree to update this information as soon as possible. 

IX. BRANCH WALLET FEATURES

When you open a Branch Digital Wallet, a Branch Business Wallet or a Branch Essential Wallet you will be able to:

    a. Access your Branch Card immediately after approval, in digital format, and use it through ApplePay or GooglePay, before your physical card arrives;

    b.Set up direct deposit from your employer and receive access to paychecks up to 2 days early (if enabled by your employer); 

    c. Set up direct deposit from your company and receive payments for your services up to 2 days early (if enabled by your company);

    d. View your balance, transaction details and statements easily on the Branch App; 

    e. Use your Branch Card to access funds at over 55,000 ATMs within the Allpoint ATM network;

    f. Transfer funds between your Branch Wallet and a linked account (not available for Branch Essential Wallets); 

    g. Deposit funds directly into your Branch Wallet at over 100,000 retail locations, through one of Branch's retail deposit networks (not available for Branch Essential Wallets); 

    h. Receive in-app notifications (if enabled) for all Branch transactions;

    i. Get access to earnings before payday through Branch’s On Demand Pay Program (currently available for Branch Accounts and Essential Accounts only);

    j. Access in-app customer support; 

    k. Earn cash back and discounts through Branch’s Rewards Program; 

    l. Branch Business Accounts have access to a CSV statement generator, which lets you upload Branch statements directly to your tax or accounting software; and

    m. Lock and unlock cards for security.

X. USE OF THE SERVICES

    a. Website License. The Website and the information and content available on the Website are protected by copyright laws throughout the world. Subject to this Agreement, Branch grants you a non-transferable, non-exclusive, revocable, limited license to: (a) use and access the Website solely for your own personal purposes or for your business purposes, as applicable; and (b) access and use the content and information made available by Branch on the Website solely for personal purposes or your business purposes, as applicable. Unless otherwise specified by Branch in a separate license, your right to use the Website is subject to this Agreement.

    b. Branch App License. Subject to your compliance with the Agreement, Branch grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Branch App on a single mobile device that you own or control and to run such copy of the Branch App solely for your own personal or business purposes. Furthermore, with respect to any Branch App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use such App Store Sourced Application (a) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (b) as permitted by the usage rules set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Branch App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of such Google Play Sourced Application on a shared basis within your designated family group.

    c. Updates. You understand that the Website, Branch App, and Services are evolving. As a result, Branch may require you to accept updates to the Website, Branch App, and Services that you have installed on your mobile device. You acknowledge and agree that Branch may update the Website, Branch App, and Services with or without notifying you. You may need to update third-party software from time to time in order to use the Website, Branch App, or Services.

XI. SAFEGUARDING CREDENTIALS

You are solely responsible for maintaining the confidentiality and security of your account credentials, including usernames, passwords, PINs, and any other access information. It is strongly advised that you do not share your credentials with any third party and refrain from storing them in easily accessible locations (e.g. do not write your password on your Branch debit card). In the event of suspected unauthorized access to your account or any potential compromise of your credentials, you must immediately notify Branch's customer support at 1(866) 547-2413. If you have a business account, Branch shall not be held liable for any loss or damage arising from unauthorized use of your account due to your failure to adequately safeguard your credentials.

XII. OWNERSHIP 

    a. Type of Content. You acknowledge that you, and not Branch, are entirely responsible for all data, text, photographs, video messages, tags, and other data or information that you upload, post, e-mail, transmit or otherwise make available through the Website, Branch App, or the Services (“Your Content”) and that you and other Branch users, and not Branch, are similarly responsible for any content that you and they make available through the Website, Branch App, or the Services (“User Content”).

    b. Proprietary Rights. Except with respect to Your Content and User Content, the Website, Branch App and the Services are the exclusive property of Branch and constitute valuable intellectual property and proprietary materials of Branch. Subject to the limited rights expressly granted in this Agreement, Branch reserves all right, title and interest in and to the Website, Branch App and the Services, including all intellectual property rights. No rights are granted to you except as expressly set forth in this Agreement. The look and feel of the Website, Branch App and the Services, including any custom fonts, graphics and button icons are the property of Branch and you may not copy, imitate, or use them, in whole or in part. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, Branch App, or any of the Services.

XIII. GOVERNING LAW

EXCEPT FOR SECTION XXV, WHICH IS GOVERNED BY THE FEDERAL ARBITRATION ACT (“FAA”), THIS AGREEMENT AND YOUR USE OF THE WEBSITE, BRANCH APP AND SERVICES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

XIV. INTELLECTUAL PROPERTY

All content in the Branch App, the Website and any Service is protected by law, including without limitation, United States copyright law, trademark law, and applicable international treaties. You may not copy or “mirror” any content contained within the Branch App, the Website or any Service without the express prior written consent of Branch. Except as stated herein, none of the content in these platforms may be reproduced, distributed, published, displayed, downloaded, or transmitted in any form, by any means, without the prior written permission of Branch. 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.

    a. Branch Trademarks. Branch, the Branch logo and all other related logos and associated goodwill of Branch used and exhibited on or in connection with the Branch App, the Website or any Services (collectively, the “Branch Trademarks”) are trademarks or service marks of Branch. Other product and service names and logos used and exhibited on, or in connection with any Service may be trademarks or service marks owned by others. Nothing in the Branch App, Website or any Service should be interpreted as allowing, by association, estoppel, or otherwise, any license or right to use any of the Branch Trademarks displayed without our prior written permission. You may not use, copy, display, distribute, modify or reproduce any Branch Trademark used in connection with the Branch App, Website or any Service without prior written permission from Branch. We forbid the use of any Branch Trademark as part of a link to, or from, any site, without our prior written approval. Any questions concerning the use of any Branch Trademark or whether any mark or logo is a Branch Trademark, should be referred to branchlegal@branchapp.com 

    b. Links to Other Sites. The Branch App and Website contain links to other independent third-party web sites, and we may provide links to third-party websites as part of the Services (in all cases “Linked Sites”). Such Linked Sites are not under our control, and we are not responsible for the content of such Linked Sites, including any products, information or materials contained on such Linked Sites. It is your responsibility to evaluate the accuracy, reliability, timeliness, and completeness of the content of these Linked Sites, and any terms and conditions, privacy policies and other provisions that apply to and govern access and use of such sites and any products or services provided through such sites.

XV. PRIVACY AND TRANSMISSION OF INFORMATION

Branch maintains separate privacy policies for its consumer accounts (e.g., Branch Digital Wallets and Branch Essential Wallets) and its business accounts (e.g., Branch Business Wallets), which detail how we manage and protect personal information. You may find the Consumer Privacy Policy at https://www.branchapp.com/legal/consumer-privacy-policy and the Business Privacy Policy at https://www.branchapp.com/legal/business-privacy-policy. You are required to agree to the terms of the privacy policy applicable to your account type, as part of the application process for your Branch Wallet. Notwithstanding the foregoing, any material, information or ideas that you transmit to or post to or through the Website, the Branch App or on any platform managed by Branch 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.

XVI. COMMUNICATION AND CONSENT

    a. Branch Communications. By entering into this Agreement or using the Website or the Branch App, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems (“ATDS”). Communications from us and our affiliated companies and service providers may include but are not limited to: operational communications concerning your Branch account or the use of the Website, Branch App, and/or Services, updates concerning new and existing features on the Website, Branch App and/or Services, communications concerning promotions run by us or our third-party partners, and news concerning Branch and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF ALL PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE WEBSITE, BRANCH APP AND/OR SERVICES. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE WEBSITE, BRANCH APP AND/OR SERVICES.

    b. Text Message Services. Branch may offer one or more mobile message programs (collectively, the “Message Service”) that allows users to receive SMS/MMS mobile messages by opting-in such as through online or application-based enrollment forms. Regardless of the opt-in method you use to enroll, you agree that your use of the Message Service is governed by this Agreement. We do not charge for the Message Service, but you are responsible for all charges and fees associated with mobile messaging imposed by your wireless carrier and you acknowledge that your carrier may charge you or deduct usage credit from your account when you text us or we send messages to you. Message and data rates may apply. By enrolling a telephone number in the Message Service, you authorize us to send recurring SMS and MMS mobile messages to the number you specify, and you represent that you are authorized to receive mobile messages at such number. The messages sent through the Message Service may include, but are not limited to, updates, alerts, and information related to your account, as well as promotional messages and advertisements. You agree that these messages may be transmitted using an ATDS or other automated systems for the selection or dialing of telephone numbers, or different technology. Your consent to receive mobile messages via an ATDS or other automated system for the selection or dialing of numbers is not required (directly or indirectly) as a condition of purchasing any property, goods or services. While you consent to receive messages sent using an ATDS, the foregoing shall not be interpreted to suggest or imply that any or all of our messages are sent using such a system. Message frequency varies. If you do not wish to continue participating in a Message Service program we offer, you agree to reply STOP to any mobile message you receive from that program to opt out. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP keyword command, such as the use of different spellings or the addition of other words or phrases to the command, and agree that that we and our service providers will have no liability for failing to honor such requests. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those keyword commands set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out. To the extent you subscribe to more than one Message Service program that we operate, you must unsubscribe from each program separately. For Message Service support or assistance, text the HELP keyword in response to any message you receive through the Message Service or email us at support@branchapp.com. Please note that the use of this email address is not an acceptable method of opting out of Message Service. Opt outs must be submitted in accordance with the procedures set forth above. We may change any short code or telephone number we use to operate the Message Service at any time with notice to you. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we are not responsible for honoring requests made in such messages. The Message Service may not be available in all areas or supported by all carriers or all devices. Check with your carrier for details. Delivery of mobile messages is subject to effective transmission from your wireless carrier/network operator and is outside of our control. We and the wireless carriers supported by the Message Service are not liable for any failed, delayed or undelivered messages. If you decide to change your mobile phone number, you agree to first opt out of each Message Service program in which your number is enrolled. For clarity, you acknowledge and agree that any disputes between you and us related to the Message Service will be governed by Section XXV (Class Action Waiver and Binding Arbitration).

XVII. USE OF THE SERVICES AND USER CONDUCT (REPRESENTATIONS AND WARRANTIES)

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 Branch Wallet and any Services. 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 and/or the Sponsor Bank have the right to suspend or terminate the relationship with you and your use of the Branch Wallet and any Services.

In your use of the Branch Wallet and any Services or in your communications with Branch or Branch employees, you are prohibited from making statements or posting, transmitting, or sharing any content or material that is, or may be reasonably 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 your Branch Wallet and any Services and if the behavior rises to a criminal or civil offense, or violates any law, Branch and/or the Sponsor Bank may elect to address the conduct to appropriate law enforcement authorities. 

XVIII. [RESERVED] 

XIX. INTERNATIONAL USE 

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

XX. [RESERVED] 

XXI. LIMITATION OF LIABILITY

DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, BRANCH AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THE IMPLIED CONDITION OF SATISFACTORY QUALITY. YOU UNDERSTAND AND AGREE THAT THE WEBSITE, BRANCH APP, AND SERVICES ARE PROVIDED “AS IS” AND THAT THE USE OF THE WEBSITE, BRANCH APP, AND THE SERVICES IS AT YOUR OWN RISK. BRANCH AND ITS SUPPLIERS MAKE NO WARRANTY THAT THE WEBSITE, BRANCH APP, OR THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT USE OF THE WEBSITE, BRANCH APP, OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DO BRANCH OR ITS SUPPLIERS MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITE, BRANCH APP OR THE SERVICES, OR THAT ANY DEFECTS IN THE WEBSITE, BRANCH APP OR THE SERVICES WILL BE CORRECTED. FURTHER, BRANCH AND ITS SUPPLIERS DO NOT WARRANT THAT THE WEBSITE, BRANCH APP, OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BRANCH AND ITS SUPPLIERS ALSO ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR HARDWARE, SOFTWARE, DATA OR OTHER PROPERTY. Because some jurisdictions do not permit the exclusion of implied warranties, portions of this Section may not apply to you.

Your access and use of the Website, the Branch App, or the 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 Website, the Branch App, or the Services, 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, the Branch App, or the Services.

FURTHER, IN NO EVENT SHALL BRANCH OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED,INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES, UNDER WARRANTY, CONTRACT, TORT, NEGLIGENCE, OR ANY OTHER CLAIMS, ARISING FROM OR RELATED TO YOUR USE OF THE BRANCH APP, THE WEBSITE OR SERVICES, EVEN IF BRANCH OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER BRANCH NOR ITS SUPPLIERS WILL BE LIABLE TO YOU FOR ANY USE OF INFORMATION, DATA, OR OTHER MATERIAL TRANSMITTED VIA THE BRANCH APP, THE WEBSITE OR THE SERVICES, OR FOR ANY ERRORS, DEFECTS, INTERRUPTIONS, DELETIONS, OR LOSSES RESULTING FROM, INCLUDING LOSS OF PROFIT, REVENUE, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO, OR USE OF, THE BRANCH APP, WEBSITE OR THE SERVICES. 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, THE BRANCH APP 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. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE BRANCH APP, THE WEBSITE OR THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE BRANCH WALLETS OR BRANCH SERVICES.

XXII. INDEMNITY

    a. Indemnification. You shall defend, indemnify, and hold harmless Branch and each of its shareholders, directors, officers, employees, agents, representatives, third-party service providers and suppliers against any and all claims, suits, or proceedings (including resulting liabilities, damages and/or costs (such as, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) to the extent arising out of: (a) your access to or use of the Branch Website, Branch App, or any Service in violation of this Agreement or any additional agreement entered into in connection with any Service; (b) your violation of any rights of another party, including any other Branch user; (c) your violation of any applicable laws, rules or regulations; or (d) your gross negligence or willful misconduct. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate as fully as reasonably required in with our defense of such claim... You agree not to settle any matter without the prior written consent of Branch.

    b. Exclusions. Your indemnity obligations as set forth in this Section XXII will not extend to any claim, suit, or proceeding for which (a) the indemnified party fails to promptly notify the indemnifying party of the claim, or (b) the indemnified party fails to reasonably cooperate with the indemnifying party in such defense or settlement.

XXIII. MODIFICATIONS

This Agreement may be modified by Branch at any time by updating and posting notice of the changes, or a new version of this Agreement, on the Branch Website or Branch App or by notifying you of the changes or the revised Agreement via text message or email. You should periodically check the Branch App and Website for notice of changes to this Agreement. By continuing to use the Branch App, the Website or the Services, you agree to be bound by the terms and conditions of the version of this Agreement that is in force during such use. 

XXIV. TERM AND TERMINATION

Branch may at any time, without notice or cause, suspend or terminate your access to and use of the Branch App, the Website or the Services at any time in Branch’s absolute discretion and without notice. Branch also reserves the right to modify or discontinue, either temporarily or permanently, any portions or all the Branch App, the Website or the Services at any time, with or without notice, subject to applicable law.

The following provisions of this Agreement shall survive termination of your use or access to the Branch App, the Website or the Services: Indemnity, Disclaimer of Warranties, Limitation of Liability, Class Action Waiver and Binding Arbitration, and any other provision that by its terms survives termination of your use of, or access to, the Branch App, the Website or the Services.

XXV. ARBITRATION AGREEMENT 

 Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Branch and affects your rights. Unless you opt out of this Arbitration Agreement, it is binding and enforceable, and contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

IF YOU ARE A “COVERED BORROWER” AS DEFINED BY THE MILITARY LENDING ACT AND 32 C.F.R. § 232.3, AS MAY BE AMENDED FROM TIME TO TIME, AT THE TIME OF ENTERING INTO THE AGREEMENT, THIS ARBITRATION AGREEMENT DOES NOT APPLY TO YOU AND YOU WILL NOT BE BOUND BY THE ARBITRATION AGREEMENT EVEN IF YOU DO NOT OPT OUT.

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    a. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Branch agree that any dispute, claim or disagreements arising out of or relating in any way to your access to or use of the Website, Branch App, or the Services, any communications you receive, any products sold or distributed through the Website, Branch App, the Services, this Agreement and prior versions of this Agreement, including disputes that were not noticed at the time you first became subject to this Agreement but arose or involve facts occurring before the existence of this or any prior versions of this Agreement, as well as claims that may arise after the termination of this Agreement (each, a “Dispute”), will be resolved by binding arbitration, rather than in court, except that: (i) you and Branch may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Branch may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). 

    b. Informal Dispute Resolution. There might be instances when a Dispute arises between you and Branch. If that occurs, Branch is committed to working with you to reach a reasonable resolution. You and Branch agree to participate in good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court, which can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Branch agree that as part of those efforts, either party has the option to ask the other to personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate in the conference.

    c. Notice of Arbitration. The party initiating a Dispute must give notice to the other party in writing to initiate Informal Dispute Resolution (“Notice”). Such Notice to Branch should be sent by email to branchlegal@branchapp.com or regular mail to 2261 Market Street STE 5936, San Francisco, CA 94114. Branch will send Notice to your email address or mailing address on file, as you provided those to us, and it is your responsibility to ensure your email and mailing address are correct and remain up to date. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute, including the specific relief sought. The Notice must be signed by the party initiating the Dispute (i.e., either you personally or a Branch representative). 

    d. Informal Dispute Resolution. The Informal Dispute Resolution process lasts forty-five (45) days from the date the other party received the Notice and is a mandatory precondition to commencing arbitration. Arbitration cannot be commenced until the end of the Informal Dispute Resolution period. The Informal Dispute Resolution Conference, if requested by either party, shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. The Informal Dispute Resolution Conference, if requested by either party, must take place at a mutually agreeable time (and can be after the 45 days). If an Informal Dispute Resolution conference was requested, arbitration cannot be commenced until after the Informal Dispute Resolution Conference is completed or the request for such conference is withdrawn. In the time between a party receiving the Notice and the conclusion of Informal Dispute Resolution process, or completion of the Informal Dispute Resolution Conference, whichever is later, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in Informal Dispute Resolution , as required by this section.

    e. Waiver of Jury Trial. YOU AND BRANCH HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Branch are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section XXV (a) (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 

    f. Waiver of Class and Other Non-Individualized Relief. YOU AND BRANCH AGREE THAT, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions of the Batch Arbitration process described below. Notwithstanding anything to the contrary in this Arbitration Agreement, if a, final decision not subject to any further appeal or recourse, determines that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Branch agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all claims between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Branch from participating in a class-wide or mass settlement of claims.

    g. Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within forty-five (45) days after receipt of your Notice, or after the completion of the Informal Dispute Resolution Conference, if such Informal Dispute Resolution Conference was requested, you and Branch agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the National Arbitration & Mediation (“NAM”) in accordance with the NAM

Comprehensive Dispute Resolution Rules and Procedures (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules” together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this section of this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms 

    h. Arbitration Demand. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, and e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) a statement certifying that the requesting party will pay any necessary filing fees in connection with such arbitration.

    i. Arbitration Counsel. If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

    j. Arbitration Location, Fees. etc. Unless you and Branch otherwise agree, or the Batch Arbitration process discussed in Section XXV(o) (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely set forth in the applicable NAM fee schedules (the “Fee Schedules”) .

    k. Confidentiality. You and Branch agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

    l. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if the Batch Arbitration process under Section XXV(o) (Batch Arbitration) is triggered, NAM will appoint the arbitrator, without soliciting input from any party, for each batch.

    m. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes arising out of or relating to Section XXV(f) (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section XXV(f) (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that Section XXV(f) (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section XXV(o) (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

    n. Attorneys’ Fees and Costs. Unless fee shifting is specifically authorized by law or by the NAM Rules, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Branch need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

    o. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Branch agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against Branch by or with the assistance of the same law firm, group of law firms, or organizations, within a reasonably proximate period of time, for example, ninety (90) days NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (plus, to the extent there are less than 100 Demands left over after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of all applicable fees and costs due per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.

    p. All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM and NAM shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Branch.

    q. Good Faith Cooperation. You and Branch agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

    r. No Class Arbitration Authorized. This Batch Arbitration provision shall in no way be interpreted as authorizing a class or collective arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

    s. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 2261 Market Street STE 5936, San Francisco, CA 94114 within thirty (30) days after first becoming subject to this Arbitration Agreement (“Opt-Out Notice”). Your Opt-Out Notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any Opt-Out Notice will be effective only if it is personally signed and sent by you on an individual basis and opt out notices from any third-party purporting to act on your behalf will have no effect on your or Branch’s rights. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.

    t. Invalidity, Expiration. Except as provided in Section XXV(f) (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if Section XXV(o) (Batch Arbitration) of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in the State of Delaware. You further agree that any Dispute that you have with Branch as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

    u. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Branch makes any future material change to this Arbitration Agreement, we will notify you. Any such changes will be posted at https://www.branchapp.com/legal/terms. Your continued use of the Website, Branch App, or Services, including the acceptance of products and services offered on the Website, Branch App, or Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. Branch will continue to honor any valid opt outs of the arbitration agreement that you made to a prior version of this Agreement.

XXVI. GENERAL

Subject to the Arbitration Agreement in Section XXV , the state or federal courts sitting in Dover, DE 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 this 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.

XXVII. ADDITIONAL DISCLOSURES FOR CA RESIDENTS

Branch is registered with the California DFPI under the CCFPL, registration number 04-CCFPL-2574503-3482187. Any consumer residing in California is invited to share any comment and concerns about Branch or its product and practices with the DFPI at (866) 275-2677 (toll-free) or at the following URL: https://dfpi.ca.gov/file-a-complaint/

Exhibit A

On Demand Pay Terms of Service

The following terms and conditions govern your use of Branch’s On Demand Pay Service (“On Demand Pay Service”, “On Demand Pay" or “ODP Service”). On Demand Pay is a workplace enabled service which makes funds available to workers before their next scheduled payday using technology developed by Branch. Banking services to facilitate On Demand Pay are provided through Evolve Bank & Trust, Member FDIC (“Sponsor Bank”). 

1. ACCEPTANCE OF TERMS AND CONDITIONS‍

By using Branch’s On Demand Pay Service, you agree that you have read, understood, and agree to be bound by the terms and conditions set forth herein (“On Demand Pay Terms” or “ODP Terms”), as supplemented by:

        1.1 the Branch Terms of Service Agreement (the “TOS Agreement”) https://www.branchapp.com/legal/terms, 

        1.2 the Branch Electronic Communication Consent (the “ECC”) https://www.branchapp.com/legal/com, and 

        1.3 the Branch Consumer Privacy Agreement (the “Privacy Agreement”) https://www.branchapp.com/legal/consumer-privacy-policy. 

The terms of the TOS Agreement, the ECC and the Privacy Agreement are incorporated herein by reference. All defined terms used but not defined herein shall have the meanings set forth in the TOS.

In the event of a conflict between these ODP Terms, and the TOS Agreement, the ECC or the Privacy Agreement, these ODP Terms will control. Please read each of these agreements carefully before signing and let us know if you have any questions.

ALL DISPUTES BETWEEN YOU AND US REGARDING THE ANY ADVANCE (AS DEFINED BELOW) OR THESE ON DEMAND PAY TERMS WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION IN IN ACCORDANCE WITH THE TERMS OF THE BINDING ARBITRATION AGREEMENT SET FORTH IN THE TERMS OF SERVICE, WHICH ALSO INCLUDES A CLASS ACTION AND JURY TRIAL WAIVER. 

2. ON DEMAND PAY OVERVIEW.
   

         2.1 What is On Demand Pay? Through Branch's On Demand Pay platform, workplaces can offer workers the ability to access a portion of their earned but unpaid earnings before their next scheduled payday. If your workplace offers On Demand Pay, and you meet the eligibility requirements established by your workplace and in your state of residence, you can use the Branch App to: 

        2.1.1 see how much money you are eligible to receive as an advance against your earnings (an “Advance”), and 

       2.1.2 request to have all or a portion of that amount sent to your Branch Digital Wallet without charge. 

Advances received during a pay period will be deducted by your workplace from your next paycheck. Note that in certain cases, based on timing or state law restrictions, Advances may be collected over more than one paycheck. 

2. Eligibility. To qualify for an Advance you must: 
   

        2.2.1 have earned funds from your workplace during the current pay period; 

        2.2.2 have a Branch Digital Wallet, 

        2.2.3 meet any other eligibility criteria established by your workplace and your state of residence. Note: On Demand Pay may not be offered or available in all U.S. jurisdictions.

2.3 ODP Applies to Regular Pay Only. On Demand Pay applies only to regular salary. It does not apply to other amounts you may earn such as bonuses, incentive pay, expense reimbursements, termination pay and other off-cycle amounts that do not arise from a regular pay or payment cycle. On Demand Pay cannot be used to request retroactive Advances for pay periods which ended prior to the date you sign up for On Demand Pay.

2.4 Advance Amounts. You may use the Branch App to request an Advance based on the funds you have earned in the current pay period. The Branch App will tell you how much you are eligible to receive. While most workplaces allow workers to receive Advances of up to 50% of amounts earned in that pay period, some workplaces impose lower limits on Advance amounts. Your workplace may also limit the total number of Advances you can access in a pay period or for a period of time. 

2.5 Advance Confirmations. For each Advance, the Branch App will display: 

      2.5.1 the amount of the Advance, 

      2.5.2 a link to these ODP Terms, and

      2.5.3 your written consent permitting your workplace to deduct the Advance amount from your paycheck. 

Each Advance confirmation will be available in the Branch App for your review and/or emailed to the email address you provided with your request for the Advance. 

3. Repayment. 

In requesting an Advance, you consent to your workplace deducting the aggregate amount of all Advances taken during the pay period from your next paycheck(s), until the outstanding Advance amount(s) have been fully repaid. On the date of your next regularly scheduled paycheck the aggregate amount of any Advances taken during the pay period will be deducted from your paycheck by your workplace in accordance with the terms hereof and any applicable state or federal regulations. Your paystub will reflect the total Advances taken and the amount repaid. If the full amount of any outstanding Advance(s) taken during the pay period cannot be deducted from your next paycheck for any reason, including system errors, timing issues or state or federal restrictions, the remaining unpaid balance shall be deducted from the succeeding paycheck(s) until fully repaid.

4. Suspension or Termination of Access to On Demand Pay Services. 

If Branch or your workplace detect activity which we believe to be fraudulent, suspicious, or criminal in connection with your Branch Digital Wallet or Advance activity, or any activity which we believe violates, or is inconsistent with, these On Demand Pay Terms or any other agreement(s) you may have with Branch or its Sponsor Bank, Branch may suspend or terminate your Branch Digital Wallet, your participation in the On Demand Pay Service and take any other action we deem appropriate while we investigate the activity and take steps to if appropriate, recover any Advances we believe were improperly obtained. 

Branch also may deny access to Advances if we reasonably believe you have breached any of the representations, warranties, or covenants in Section 8, or we believe such action is necessary or advisable for legal or security reasons or to protect the Website, Branch App or the On Demand Pay Service.‍ If you wish to stop your participation in the ODP Services, you may do so by not requesting ODP Services. 

Branch will terminate your access to On Demand Pay Services once we have been notified by your workplace that your employment has been terminated or suspended. In addition, on behalf, or at the request, of your workplace, Branch may delay, suspend, or terminate access to On Demand Pay Services, for you individually or for all workers as a result of the workplace's decision to no longer offer access to the service. 

5. Reversal of Erroneous Transfers. 

Branch and its Sponsor Bank reserve the right to reverse any erroneous transactions, up to the amount of the error, if we inadvertently pay you an Advance you did not request, or which was intended for another worker, or that exceeds the amount requested or the maximum amount you were entitled to receive from your workplace.

6. Collection of Unpaid Advances. 

Branch will not take action against you individually to collect any Advance which has not been repaid in accordance with these ODP Terms. For the avoidance of doubt, Branch will not: 

        6.1 engage in debt collection activities related to any Advance that is not repaid,

        6.2 report non-payment of any Advance to a consumer reporting agency, or 

        6.3 place any unpaid Advances with, or sell them to, a third party collection agency or service.

7. Your Consent to Data Sharing Between your Workplace and Branch. 

Branch’s On Demand Pay Service relies on your workplace providing information to Branch about your earnings and Branch providing information to your workplace about Advances you have received. By requesting an Advance, you consent to your workplace sharing your Personal Data (defined below) with Branch and consent to Branch sharing information about your Advances with your workplace, its Sponsor Bank and any service providers as needed to provide the On Demand Pay Services. 

As used herein, “Personal Data” includes:

        7.1 Your name;

        7.2 Your workplace identification number, if applicable;

        7.3 Your contact information (including your email and your mobile phone number);

        7.4 Amounts owed to you by your workplace as wages or other earnings and, where applicable, timecard information;

        7.5 Your gross and net regular pay;

        7.6 Your date of birth;

        7.7 The last four digits of your social security number or tax identification number; and

        7.8 Any other information required to be shared in order to facilitate On Demand Pay Services.

Branch only requests Personal Data from your workplace to the extent required to provide the On Demand Pay Services. In accordance with the Privacy Policy, Personal Data obtained by Branch is not shared with third parties other than the workplace, the Sponsor Bank, Branch’s third-party service providers, and where required, Branch's regulators. 

8. ON DEMAND PAY REPRESENTATIONS, WARRANTIES AND COVENANTS 

  8.1 Advance Request Representations and Warranties. Each time you request an Advance, you represent and warrant to Branch and your workplace that at the time of your request:

    8.1.1 the Advance requested reflects amounts you have properly earned in the pay period; 

      8.1.2 Your unpaid earnings used to calculate your Advance are: 

        8.1.2.1 currently and unconditionally owed and are not past due;

        8.1.2.2 have not been modified, dismissed, settled, or paid; and 

        8.1.2.3 represent amounts owed to you by your workplace for services performed in the ordinary course of business which have accurately recorded by you and your workplace;

    8.1.3 The earnings you expect to receive in your next paycheck have not been assigned or sold to another party and are not subject to any dispute, claim, offset, deduction, lien, encumbrance, judgments, garnishment, defense, or counterclaim of any kind;

    8.1.4You have made no error, misrepresentation, violated any rules established by your workplace, or engaged in fraud or violated the law, in submitting any your hours or other information used to calculate your earnings or to estimate your Advance eligibility;

    8.1.5 You have the right to authorize your workplace to deduct from your paycheck any Advances received under the On Demand Pay program; and 

    8.1.6 When the Advance is deducted from your paycheck, the remaining net amount will be sufficient to allow you to meet basic living expenses until your next regularly scheduled paycheck or invoice.

 8.2 Advance Request Covenants. 

In addition, each time you request an Advance, you also make the following covenants:

    8.2.1 You agree not to take any action (e.g., redirecting payments) that has an adverse effect on your workplace’s ability to deduct from your earnings the amount of any outstanding Advances; and 

    8.2.2 You agree to take all actions, if any, required to preserve and protect your workplace’s right, title, and interest in and to unpaid earnings or invoices against which you have requested an Advance.

9. DISPUTES WITH YOUR WORKPLACE

The On Demand Pay Service relies upon information your workplace provides to Branch about you. The information reflected in the Branch App about eligible Advance amounts is based solely on the information provided to us by your workplace. Sometimes your records and those of your workplace may differ about the amount of wages or funds you’ve earned or the amounts owed to you. We do not resolve or otherwise become involved in disputes between you and your workplace. It is up to you to address such discrepancies directly with your workplace. You should notify your workplace and Branch of any disputed amounts as quickly as possible and we would encourage you to work closely with your workplace to resolve the dispute and to have your workplace advise Branch of the resolution as quickly as possible. 

10. DISPUTES WITH US

Any claim, cause of action, or dispute that arises out of or relates to these On Demand Pay Terms is subject to the Class Action Waiver and Binding Arbitration clause in the Branch Terms of Service Agreement. 

11. DISCLOSURES AND COMPLAINTS BY CALIFORNIA CONSUMERS

Branch is registered with the Department of Financial Protection and Innovation (the “DFPI”) under the CCFPL. Branch’s Registration Number with the DFPI is #04-CCFPL-2574503-3482187. The DFPI’s granting of a registration does not constitute a determination that a registrant’s acts, practices, or business model comply with any law or regulation. You may report complaints about us to the Correspondence Unit of the California Department of Consumer Affairs by writing at Division of Programs and Policy Review, Consumer Information Center—Correspondence Unit, 1625 N. Market Blvd., Ste N-112, Sacramento, CA 95834-1924, or by contacting them at www.dca.ca.gov or calling (800) 952-5210.

12. COMPLAINTS BY SOUTH CAROLINA CONSUMERS

If you have any questions, complaints or claims about the On Demand Pay Service, you may direct them to Branch through our Help Center at https://support.branchapp.com/hc/en-us, or contacting us at support@branchapp.com, or at 2261 Market Street STE 5936, San Francisco, CA 94114. You may also report complaints about us to the South Carolina Department of Consumer Affairs at https://consumer.sc.gov/consumer-resources/consumer-complaints or by calling them at (800) 922-1594.

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