Terms of Service Agreement

BRANCH TERMS OF SERVICE

This Terms of Service Agreement (“Agreement”) governs your access and use of the Branch website located at www.branchapp.com (the “Website”) and the Branch mobile application (“Branch App”), operated by Branch Messenger, Inc., a Delaware corporation ("Branch", the “Company”, "our", "us", or "we"), as well as the products and services offered and made available through the Branch App (the “Services”). ‍

1. ACCEPTANCE OF TERMS AND CONDITIONS‍

By accessing, browsing, and using the Website, Branch App and 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, Branch App, or the Services. In addition, you may only use this Website, the Branch App and the Services for their intended purpose and solely in accordance with this Agreement. Branch is not responsible for links to other websites or third-party resources that may be contained on the Website or the Branch App, or the availability of these outside resources or their content. This Agreement will remain applicable even if you are presented with and agree to other terms from third parties on the Website, Branch App or in connection with the Services. ‍

2. BRANCH SERVICES‍

Branch offers various products and services (hereafter, the “Services”) through its Workforce Payments Platform and the Branch App:‍

2.1 Advance Services. Branch offers qualified users access to earned, but unpaid wages, prior to the next scheduled payday through its Earned Wage Access product (“EWA” or “Instant Pay” as labeled in the Branch App and on the Website.) EWA services are offered to users through the user’s employer and its relationship with Branch.  EWAs are made without charge, however, you may choose to expedite disbursement of your EWA by paying an expedited delivery fee. See Section 3 below for additional details.‍

2.2 Banking Services. Branch users, including but not limited to employees and 1099 contractors, may also open a Branch account, a Branch Paycard, or Branch Business account (combined, referred to as “Branch Digital Wallet”) and Branch debit card (“Branch Card”) or Branch business debit card (“Branch Business Card”) through the Branch App. The Branch Digital Wallet is made available by Evolve Bank & Trust, member FDIC (“Evolve” or “Evolve Bank”). You can view additional terms provided by Evolve for banking services at https://www.branchapp.com/legal/terms. Banking services also include Branch Rewards as a feature of the Branch Digital Wallet. See Section 4 for more information. ‍

2.3 Budgeting Services. As part of Branch’s commitment to financial wellness, the Branch App offers tools to help you manage your budget and spending, so you can avoid costly overdraft fees through CashFlow. See Section 5 for more details on CashFlow.

2.4 Marketplace Services. Branch offers access to Greenhouse, a marketplace for financial products and services. See Section 6 for more details on Greenhouse.

3. ADVANCE SERVICES

3.1 Advances through Branch’s relationship with your employer. You may be eligible for an EWA through Branch’s relationship with your employer. This service will enable you to obtain access to earned wages prior to your next regularly scheduled payday. Advances are made without charge, however, you may choose to expedite disbursement of your EWA by paying an expedited delivery fee. ‍

3.2 How to Qualify. You may be eligible to receive an EWA through your employer or other entity that is obligated to make a payment to you in exchange for your labor or services (each an “Employer.”)  To qualify for an EWA through your Employer, the following initial criteria must be met: (1) your Employer must have contracted with Branch to offer EWA; (2) your Employer must be integrated with Branch so that Branch may request information from your Employer necessary to complete your request for an EWA, including time and attendance verification, hourly rate, tenure at employer, other jobs held, and bank account information, if applicable; (3) you must have earned income from your Employer during the requested pay period; (4) you must have a Branch Digital Wallet, (5) your request for an EWA must comply with the additional rules set forth in Section 3.3, and (6) the EWA must be permissible under applicable law. ‍

3.3. Additional Rules. Branch has various rules built into the EWA process to evaluate the associated risk to you of receiving an EWA using factors such as annual income, tenure at company, hours worked in pay period, frequency of request for advances, and percentage of advance used as compared to total advance available in the pay period. These rules also evaluate the risk to the Employer, using various factors such as Employer’s financial condition, revenue, debt, and market capitalization, worker’s state of residency, number of workers, and Employer experience in withholding wages. The EWA evaluation process also has a rules engine for Employer compliance with state regulation 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 EWA and provide consent for the payroll deduction.‍

3.4. Amount of EWA and Expedited Delivery Fees. You may request an EWA through your Employer of up to 50% (or less, if your employer has placed limits on EWA) of your earned income for the pay period by completing an employee advance agreement consent form on the Branch App.  If you are eligible for an EWA at that time, the advance will be deposited into your Branch Digital Wallet instantly, or to an external bank account with 3-days standard delivery at no cost to you. If you want your EWA funds sent instantly to an external bank account, the following expedited delivery fees shall apply: $2.99 for EWAs in the amount of $25.00 or less; $3.99 for EWAs between $25.01-$74.99, inclusive; or $4.99 for EWAs over $75.00 or more. These fees may be modified from time to time or your employer may have negotiated a different fee structure. Please refer to the disclosures provided to you when you request an EWA on the Branch App.  Under certain circumstances, Branch reserves the right to to mandate the EWA requests exceed a minimum threshold.‍

3.5. Repayment. On the date of your next regularly scheduled paycheck, the amount of the EWA plus any expedited delivery fee associated with the transaction will be deducted from your paycheck by your Employer in accordance with federal and state regulations.  You will receive your pay minus the amount of the EWA and any associated expedited delivery fee. Your Employer will remit the amount deducted from your pay to Branch to repay your EWA.  If the payroll deduction is not able to be made due to system errors in the advance availability and/or the repayment process, Branch will resubmit the amount for payroll deduction in future pay periods. If the payroll deduction is not able to be made due to employee termination, Branch may pull the amount of the EWA and any associated expedited delivery fee from the debit card on file for you or an ACH transfer from your bank account.‍

3.6 Additional Advance Services Terms.  If we detect what we reasonably believe to be fraudulent, suspicious, or criminal activity or any activity that is inconsistent with this Agreement related to your use of the Services, we may take appropriate steps to stop or prevent such activity and to recover the amount of any associated EWA. Otherwise, Branch will not take action against you to collect an EWA that is not repaid in accordance with the terms of this Agreement. Branch will not i) engage in debt collection activities related to an EWA that is not repaid, ii) report non-payment to a consumer reporting agency, or iii) place the repayment as a debt with or sell it to a third party. Branch reserves the right to limit the total number of EWAs that you can access at any given time or for a period of time. Branch also may deny access to EWAs if we reasonably believe such refusal is necessary or advisable for legal or security reasons or to protect the Services.‍

4. BANKING SERVICES

4.1 Branch Digital Wallet. When you open a Branch Digital Wallet and are issued a Branch Card or Branch Business Card, you are able to view all account details on your Branch App. While this Agreement applies to the Banking Services, you are also covered by the Evolve Bank terms (available at https://www.branchapp.com/legal/terms.)

With a Branch Digital Wallet, you are able to:

● Add a direct deposit from your employer.

● Receive payments for invoiced services.

● View your balance and statements easily on the Branch App.

● Access the Branch Card immediately after approval in digital format, and use it through ApplePay or GooglePay, without the physical card present.

● Transfer funds between your Branch Digital Wallet and a linked account.

● Receive in app notifications (if enabled) for all Branch Card transactions.

● Access in-app support.

● Receive overdraft protection.

● Lock and unlock cards for security.

To qualify for a Branch Digital Wallet, you must pass the customer verification process, as outlined in Evolve Bank’s terms.

Branch Pay Card.  In the event you do not pass the customer verification process, you may be given a Branch Pay Card (the “Branch Pay Card”), which will limit your (a) ability to make deposits into the account, other than deposits from your employer or payor, (b) eligibility for overdraft protection, and (c) other features determined in Branch’s sole discretion. Branch PayCard holders may request a Branch Digital Wallet without the restrictions described above at any time upon satisfaction of their customer verification requirements.  ‍

4.2 Branch Rewards. The Branch Rewards Program (“Branch Rewards” or “Rewards Program”) is a feature of the Branch Digital Wallet which offers you the ability to receive rebates or discounts for the purchase of goods and services from Merchants (“Rewards”), made using your Branch Card or Branch Business Card (hereafter referred to as “Eligible Card”), on everyday purchases of goods and services through participation in various promotional offers (“Offers”). If you do not wish to participate in Branch Rewards, please refrain from using your Eligible Card. Branch uses a third-party service provider to help operate this Rewards Program.‍

Rewards Program Eligibility. You are automatically enrolled in the Rewards Program when you open your Branch Digital Wallet and agree to the Rewards Program terms herein. So long as you have an open and active Branch Digital Wallet, and transact with an Eligible Card, you are eligible to participate in the Rewards Program.‍

Offer Additional Terms & Conditions. Participation in Offers may be subject to specific Merchants’ terms and conditions (“Merchant Terms”) which are in addition to these Rewards Program terms. Any additional Merchant terms and conditions for any Offer will be disclosed in the App. By participating in any specific Offer you consent and agree to abide by any applicable Merchant Terms.‍

Completing an Offer. To participate in an Offer, you must make an eligible transaction (as described in that particular Offer’s terms and conditions) with the associated Merchant using an Eligible Card. Your purchase may not qualify to receive the Rewards if a third-party processes the transactions on behalf of the Merchant, the Merchant does not process transactions under its own name, or if your purchase is processed through a third-party payment account, mobile/wireless card reader, digital wallet or similar technology where the technology does not support transmission of merchant category code (MCCs) and Merchant names. Branch is not responsible for any failure to execute an Offer correctly.‍

Receiving Rewards. Rewards will not appear or otherwise be reflected on your transaction receipt from a Merchant at the time of purchase. After you make a qualifying transaction to participate in an Offer, you will earn Rewards consistent with these Rewards Program terms and the terms of the Offer in which you participate. You will only receive Rewards on the purchase price, excluding any additional costs including tips, taxes, shipping, etc.

Branch will apply Rewards to your Branch Digital Wallet automatically at the end of each month, via commercially reasonable efforts, for all rewards earned in the prior month. For example, any rewards for qualifying transitions made in March will be deposited to your Branch Digital Wallet at the end of April, which could be 30-60 days from the date of the transaction.  In order to receive Rewards, your Branch Digital Wallet must be active and not suspended. Branch will not deposit any Rewards into a suspended Branch Digital Wallet. Branch is only responsible for posting Rewards based on information it receives from its third-party service provider who Branch uses to operate Offers.

If your mobile device has notifications enabled, you will receive notifications when rewards have been earned, and when you receive them. You may also view pending rewards in the Rewards tab in your Branch App.

For up to one hundred and twenty (120) days following a transaction, Branch reserves the right to make necessary adjustments to the Rewards you have earned in the event that Branch, in its sole and exclusive discretion, determines that an adjustment for a transaction is necessary including, but not limited to, cases involving abuse, misuse, gaming of the Rewards Program, returned and refunded merchandise, and/or fraud.

All Rewards are categorized as rebates or discounts for the purchase of goods and services from Merchants and will not be reported as taxable income to the extent provided in accordance with IRS regulations.‍

Expiration of Rewards. Any Rewards you have earned, but which have not been deposited into your Branch Digital Wallet will expire and be forfeited if: (1) you or Branch close your Branch Digital Wallet; (2) Branch or its third-party service provider discontinues the Rewards Program; (3) you have an inactive Branch Digital Wallet and have not participated in any Offers; or (4) Branch cancels your access to the Rewards Program for fraud or misuse.‍

Branch Rewards Warranties. Branch is not a party to and makes no warranties regarding any purchase from or transaction with Merchants, including without limitation a warranty of merchantability or fitness. As such, Branch shall not be liable in connection with any dispute, faulty, or defective merchandise or other issues that may arise in connection with any such purchase or transaction, whether as part of any Offer or otherwise.‍

4.3 Savings Goals. You may see a feature in your Branch Digital Wallet that allows you to set aside money for a savings goal within your wallet. With this feature, you can determine the amounts, dates and movement of funds to and from your savings goal balance. Amounts moved to your savings goal will no longer appear on your available balance, but you will have control to move the funds at any time. Additional terms may apply to the savings goal feature, which will be disclosed in the Branch app. ‍

5. BUDGETING SERVICES (CashFlow)‍

The CashFlow tab, which used to be referred to as Budget, on the Branch App allows you to monitor your spending activity on your Branch Digital Wallet and any bank accounts you have linked to the Branch App to help keep spending down. You can also set low balance alerts to help you avoid overdraft or insufficient funds fees from your linked account’s bank. In one convenient place, you are able to view spending trends, compare your spend vs your earn, view upcoming bills and view your transaction activity for the month. Branch will also offer savings insights and recommendations through Budgeting Services, though this should not be considered financial advice. There is no cost to use the Budget feature on the Branch App.‍

6. GREENHOUSE INTEGRATION

Introduction to Greenhouse: Branch offers users the ability to access Greenhouse, ("Greenhouse"), which is a digital marketplace platform hosted and managed by MoneyLion by MoneyLion Technologies, Inc. (collectively, "MoneyLion"). Greenhouse allows workers to browse and apply for various financial products or services offered through MoneyLion by its partner organizations.

Access and Use: Access to Greenhouse is facilitated through the Branch app. To use Greenhouse, users may be required to follow additional application or authentication processes as stipulated by MoneyLion. The information contained in Greenhouse about products and services are exclusively controlled and determined by MoneyLion and partner organizations.

Disclaimer of Liability: Branch does not have control over, nor does it endorse or make any representation as to the accuracy of any descriptions or any statements contained in Greenhouse about any financial product or service. In addition, Branch does not own or  assume responsibility for any product or service offered or advertised in Greenhouse. All communications and interactions occurring through Greenhouse are strictly between the user and MoneyLion and/or its partner organizations and Branch is neither a party nor is it aware of those communications. Branch is not involved in any credit decisions or other determinations made by any of MoneyLion’s partner organizations and it will not be a party to any agreements between  you and any of MoneyLion’s partner organizations. To the extent that you apply for, or agree to, the terms of any product or service, Branch may receive some compensation.

Third-Party Terms and Conditions: Users acknowledge that access to and use of Greenhouse may be subject to the terms and conditions, agreements, privacy policies, and other policies of  MoneyLion’s partner organizations which may differ significantly from those of Branch. It is the user's responsibility to review and comply with these third-party terms and policies, including any changes thereto.

Indemnification: Users agree to indemnify and hold harmless Branch, its directors, officers, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from your use  or inability to use Greenhouse, MoneyLion, MoneyLion’s partner organizations, any financial products or services obtained through Greenhouse and MoneyLion, or any violation of MoneyLion’s or its partner organizations’ terms and conditions.

Modification or Termination of Greenhouse Access: Branch reserves the right, at its sole discretion, to modify, suspend, or discontinue the access to Greenhouse at any time without notice. This may be due to contractual concerns with MoneyLion and/or its affiliates, partners, legal  or compliance requirements, or other business considerations.

Contact Information for Greenhouse Concerns: Any questions, concerns, or disputes related to Greenhouse should be directed to MoneyLion through the contact information provided in Greenhouse. Branch may provide assistance in facilitating communication with MoneyLion but is not obligated to resolve any disputes.

‍Acceptance of Greenhouse Terms: By accessing and using Greenhouse through the Branch app, users signify their acceptance of this Section 6 and the applicable terms and conditions of MoneyLion. If you do not agree to these terms, you may not access or use Greenhouse.

7. ATM USAGE AND CASH LOAD PROVISION

7.1 ATM Usage. An "In-Network ATM" refers to an automated teller machine operated by ATM National, LLC doing business as Allpoint (“Allpoint”), our designated in-network ATM provider. An "Out-of-Network ATM" is an automated teller machine not operated by Allpoint.‍

7.2 ATM Transaction Fees. The first 8 in-network ATM transactions each month are fee-free. In-Network ATM transactions subsequent to the first 8 transactions each month will incur a $2.00 charge per transaction.  For out-of-network ATM transactions, standard fees imposed by the ATM operator may apply, along with any charges levied by us. Fees for ATM transactions are deducted from your account at the time of the transaction.  Branch is not responsible for charges, fees, or penalties imposed by ATM operators for out-of-network transactions.‍

7.3 User Responsibility.  You are responsible for using in-network ATMs for free transactions and are encouraged to monitor your transaction history and statements for in-network and out-of-network ATM usage.‍

7.4 Cash Load Limits.  You may load a maximum of $1000.00 in cash onto your account in a single day and a maximum of $5000.00 in a calendar month. Note that holders of the Branch PayCard may not add cash to their accounts.

8. Over The Counter Transactions.  If you are a W2 employee you may access the full amount of your net wages that have been deposited to your account once per week through an over-the-counter (OTC) withdrawal at a bank or credit union at no charge to you from Branch. Additional attempts will be declined for the remainder of the week. The weekly OTC withdrawal limit resets on Sunday at 7:00pm EST. While Branch and most major banks do not charge a fee for an OTC withdrawal, some banks or credit unions may charge a fee. If an OTC transaction fee is imposed by the bank or credit union you will be responsible for this additional fee and it will not be reimbursed by Branch. Banks and credit unions may impose a limit on the maximum amount you may withdraw. You may be required by the bank teller to provide one piece of positive identification (such as avalid passport, driver’s license, or government identification card) to validate your identity. Please ensure you have signed the back of your Branch card, and the teller may compare the signature on your card to your signature on the transaction

‍9. 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. 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.  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.‍

10. GOVERNING LAW‍

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

11. INTELLECTUAL PROPERTY‍

The content of this Website, Branch App and the Services is protected by law, including without limitation United States copyright law, trademark law, and applicable international treaties. You may not “mirror” any content contained within this Website, Branch App 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 or on the Branch App 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 legal@branchapp.com and reference Copyright Issues in the subject line.‍

12. PRIVACY AND TRANSMISSION OF INFORMATION‍

Branch maintains a Privacy Policy, which details how we manage and protect personal information. You may find it at https://www.branchapp.com/legal/privacy. You agree to the terms of such Privacy Policy by providing your personal information to Branch and using this Website, the Branch App and the Services.  Notwithstanding the foregoing, any material, information or ideas that you transmit to or post to or through this Website or on any other public 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.‍

13. COMMUNICATION AND CONSENT‍

By providing your contact information to Branch in the course of using or expressing interest in our Services, you are providing express consent to be contacted at the phone number, mailing address, or email address you provided. In connection with the Services, Branch may contact you regarding the Services by telephone, email, text, SMS, or postal mail. ‍

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

When Branch provides an EWA you transfer to Branch, all right, title and interest in and to the advance. You warrant to Branch that the EWA is valid and due and that you have not received any payment for or assigned the advance to another party. By requesting an EWA, you authorize Branch to initiate debit entries or deductions 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, and the terms in the employee advance agreement consent form. 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. In the event of irresponsible use of the service (such as requesting too many advances in succession) or use that violates state law, Branch may temporarily or permanently suspend your use of the service.

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. If you provide any information to us that is untrue or inaccurate, or if we have reason to suspect that such information is untrue or inaccurate, Branch has the right to suspend or terminate our relationship with you and your use of the Services.

In your use of the Services or in your communications with Branch or Branch employees, you are prohibited from posting, transmitting, or sharing any content or material that is, or may be reasonable considered to be, offensive, unlawful, threatening, obscene, hateful, racially offensive, homophobic, profane, showing religious bias, sexual in nature, illegal, or intimidating in any way. Any such behavior will result in a termination of the Services and if the behavior rises to a criminal or civil offense, or violates any law, Branch will fully cooperate with law enforcement to address the violation.

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, including but not limited to taxpayer identification number, phone number and email verification, and other information we deem necessary. If you do not provide this information or we cannot verify your identity, we can refuse to allow you to use the Services.‍

15. 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.‍

16. 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.‍

17. 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.‍

18. LIMITATION OF LIABILITY‍

THE WEBSITE, THE BRANCH APP 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, Branch App, 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, Branch App, 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.‍

19. 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 or the Branch App, you agree to be bound by the terms and conditions of the version of this Agreement that is in force during such use.‍

20. TERM AND TERMINATION‍

Branch may at any time, without notice or cause, suspend or terminate your access and use of the Services or the Branch App, in accordance with applicable regulatory requirements.‍

21. CLASS ACTION WAIVER AND BINDING ARBITRATION‍

This Arbitration Agreement is part of the Terms of Service that governs your use of the Branch App, 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, 2261 Market Street STE 5936, San Francisco, CA 94114. 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.‍

22. 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. Branch Digital Wallets may only be created for end users that are 18 years or older (or younger for minors residing in states where an account may be available for persons under 18) and residents of the United States of America. Branch provides services in accordance with the applicable provisions of the Federal Electronic Funds Transfer Act 15 U.S.C. §§ 1693 et. seq. and the regulations thereunder.‍

23. ADDITIONAL DISCLOSURES FOR CA RESIDENTS ‍

Branch is not currently licensed by the California Department of Financial Protection and Innovation (“Department”). If the Department does decide in the future to license Branch, and/or require the Company to make modifications to its advance pay product agreement, such developments may have no impact on your obligations under this Agreement. Although Company is not licensed by the Department, any consumer residing in California is invited to share any comment and concerns about Branch or its product and practices with the Department of Financial Protection and Innovation at (866) 275-2677 (toll-free) or at the following URL: https://dfpi.ca.gov/file-a-complaint/