Effective Date: August 13, 2012
Last Updated Date: August 13, 2012
- Introduction and Eligibility
This agreement is a legally binding contract. It may change as our service changes, and you agree you will review it and any updates regularly.
Binding Agreement. These Terms constitute a binding agreement between you and Branch Media, Inc. and its affiliates and subsidiaries (“ Branch ,” “ we ,” “ us ”). “ You ” and “ users ” shall mean all visitors to the Branch Service. You accept these Terms each time you access the Branch Service. If you do not accept these Terms, you must not use the Branch Service.
Revisions to Terms. We may revise these Terms at any time by posting an updated version. You should visit this page periodically to review the most current Terms, because you are bound by them. Your continued use of the Branch Service after a change to these Terms constitutes your binding acceptance of these Terms.
Children. No part of the Branch Service is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS The Branch Service AT ANY TIME OR IN ANY MANNER. If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the Branch Service.
The terms “ post ” and “ posting ” as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Branch Service.
- The Branch Service
The “ Branch Service ” means any website, mobile application, or Internet service under Branch’s control, whether partial or otherwise, in connection with providing the services provided by Branch. The Branch Service provides an online platform that allows users to start and publish group conversations.
Advertisements with Your User Content. The Branch Service may display advertisements and other information adjacent to or included with “Your User Content” (defined below). You are not entitled to any compensation for such advertisements.
- Account Creation
You agree that if you create an account and use the Branch Service on behalf of a business entity (e.g., corporation, partnership, limited liability company, etc.), you have the necessary legal authority and capacity to do so as an authorized agent of the business entity. You agree that you have the authority to bind the business entity in legal agreements and contracts.
We recognize and value the ability to speak and communicate anonymously, and we provide tools to foster and encourage free speech. However, we cannot promise that someone will not figure out your identity, or link you to the communications you intend to be made anonymously or through a pseudonym, and we are not responsible or liable should that occur.
Branch may communicate with you by email or posting notice on the Branch Service. You may request that we provide notice of security breaches in writing.
You agree to receive email from us at the email address you provided to us for customer service related purposes.
Electronic Notices. By using the Branch Service or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Branch Service. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Branch Service or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at [email protected] .
- Branch’s Content Ownership and Use
Branch owns all of the content we create, but you may use it while you use the Branch Service. You cannot use our logo without our written permission.
The contents of the Branch Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Branch content (collectively, “ Branch Content ”). All Branch Content and the compilation (meaning the collection, arrangement, and assembly) of all Branch Content are the property of Branch or its licensors and are protected under copyright, trademark, and other laws.
License to You. We authorize you, subject to these Terms, to access and use the Branch Service and the Branch Content solely for the use of Branch’s services, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Branch Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Branch Content on any copy you make of the Branch Content.
Branch Marks. Branch, the Branch logo, and other Branch logos and product and service names are or may be trademarks of Branch (the “ Branch Marks ”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Branch Marks.
- Intellectual Property Rights and Your License to Use
You own all of the original content you post using the Branch Service. However, we may use it for any purpose, including by displaying it on other websites and in our marketing materials. We may also modify your content to make it display better for our purposes.
It is very important that you have permission to use other people’s content if you use it or they may be able to sue you for violating their legal rights.
Branch Claims No Ownership. The Branch Service may provide you with the ability to create, post, or share content (“ Your User Content ”). Branch claims no ownership or control over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the Branch Service. You are responsible for protecting those rights. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.
You waive any rights you may have regarding Your User Content being altered or manipulated in any way that may be objectionable to you. We reserve the right to refuse to accept, post, display, or transmit any User Content in our sole discretion. This license to Your User Content continues even if you stop using the Branch Service, primarily because of the social nature of the Branch Service. When you post Your User Content, other users may choose to comment on it or repost it, making Your User Content part of a conversation that cannot later be erased without censoring the speech of others.
You Acquire No Ownership of Others’ Content. You understand and agree that you will not obtain, as a result of your use of the Branch Service, any right, title, or interest in or to such content delivered via the Branch Service or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content, except in connection with use of the Branch Service.
Re-posting User Content. You agree that users of the Branch Service may redistribute Your User Content to their own conversation space on the Branch Service or to social networks, such as Facebook or Twitter, without compensation to you. Other users may be able to add their own content before or after Your User Content. Such users do not obtain any rights to Your User Content, except in connection with use of the Branch Service, and you are responsible for protecting those rights.
You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the Branch Service or otherwise have the right to grant the license set forth in these Terms, (ii) the posting and use of Your User Content on or through the Branch Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content on the Branch Service does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the Branch Service.
The Branch Service contains content from users and other Branch licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Branch Service.
- Copyright Policy
Let us know if you think a user has violated your copyright using the Branch Service, or if you think someone incorrectly reported that you violated his or her copyright.
The Digital Millennium Copyright Act of 1998 (the “ DMCA ”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Branch Service infringe your copyright, you (or your agent) may send Branch a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must include the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
- Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Branch Service are covered by a single notification, a representative list of such works);
- Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Branch to locate the material on the Branch Service;
- Your name, address, telephone number, and email address (if available);
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Branch a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Branch Service should be sent to Branch Media, Inc., 220 East 23rd St. #601, New York NY 10010 ( [email protected] ). Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.
- Suggestions and Submissions
We appreciate your comments, but if you send us creative ideas, we can use them without compensating you.
We appreciate hearing from our users and welcome your comments regarding the Branch Service. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials (“ creative ideas ”), we shall:
- own, exclusively, all now known or later discovered rights to the creative ideas;
- not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
- User Content Disclaimers, Limitations, and Prohibitions
We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users (“ User Content ”). You accept that any reliance on material posted by other users or third-party service providers will be at your own risk. By using the Branch Service you accept the risk that you might be exposed to User Content that is offensive, indecent, objectionable, or otherwise inappropriate.
If you post User Content in any public area of the Branch Service, you also permit any user to access, display, view, store, and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content posted on the Branch Service retains any and all rights that may exist in such User Content.
- Prohibited Branch Service Uses
Do not do bad things with the Branch Service, try to break it, or steal our hard work.
You agree to use the Branch Service only for its intended purpose. You must use the Branch Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Branch Service are prohibited. You may not:
- aggregate, copy, or duplicate any Branch Content;
- use data mining, robots, or other data gathering devices on the Branch Service;
- remove, disable, damage, circumvent, or otherwise interfere with the security of the Branch Service;
- interfere or attempt to interfere with the proper working of the Branch Service;
- gain unauthorized access to the Branch Service or computers linked to the Branch Service;
- attempt to reverse engineer, or reverse engineer the Branch Service;
- frame or link to the Branch Service without permission;
- attempt to or submit a virus to the Branch Service;
- take any action imposing an unreasonable or disproportionately large load on Branch’s infrastructure;
- attempt to or obtain unauthorized access to other users’ accounts;
- sell, transfer, or assign any of your rights to use the Branch Service to a third party without our express written consent;
- use the Branch Service for transactions involving illegal activities, marketing or advertising, or what Branch reasonably believes to be potentially fraudulent activity;
- use the Branch Service in an illegal way or to commit an illegal act or that otherwise results in complaints, disputes, claims, fines, penalties, and other liability to Branch or others; or
- access the Branch Service from a jurisdiction where it is illegal or unauthorized.
- Prohibition of Certain User-Provided Information
Please act appropriately when you use the Branch Service.
You are solely responsible for Your User Content on the Branch Service. Branch does not endorse any, nor is it responsible for, User Content on the Branch Service. You assume all risks associated with Your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
The following requirements apply to Your User Content. You may not:
- post information on behalf of another person or entity without their consent;
- You may not impersonate others through the Branch Service in a manner that does or is intended to mislead, confuse, or deceive others;
- disclose sensitive personal information about another person, such as financial or health information or social security numbers; or
- post repetitious marketing or irrelevant information (SPAM) as part of a conversation.
- Consequences of Violating These Terms
If you do not act acceptably, we may prohibit your use of the Branch Service.
We reserve the right to suspend or terminate your account and prevent access to the Branch Service for any reason, at our discretion. We reserve the right to refuse to provide the Branch Service to you in the future. Perpetual licenses granted by you to Branch remain in full force and effect.
Branch may review and remove any User Content at any time for any reason, including activity which, in our sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Branch Service.
You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Branch Service.
- Branch’s Liability
We are not liable for anything our users do when using the Site. We may also change the Branch Service at any time and are not liable for how this may affect you. We do not guarantee the quality or accuracy of any content you view using the Branch Service or other websites.
Changes to the Branch Service. We may change, suspend, or discontinue any aspect of the Branch Service at any time, including hours of operation or availability of the Branch Service or any feature, without notice or liability.
User Disputes. We are not responsible for any disputes or disagreements between you and any third party you interact with using the Branch Service. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Branch of all claims, demands, and damages in disputes among users of the Branch Service. You also agree not to involve us in such disputes. Use caution and common sense when using the Branch Service.
Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Branch Service. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Branch Service. Use the Branch Service at your own risk.
Third-Party Websites. The Branch Service may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.
We make no promises and disclaim all liability of specific results from the use of the Branch Service.
Released Parties Defined. “ Released Parties ” include Branch and its affiliates, officers, employees, agents, partners, and licensors.
- DISCLAIMER OF WARRANTIES
You use the Branch Service at your own risk. We make no warranties or guarantees.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE BRANCH SERVICE IS AT YOUR SOLE RISK, AND THE BRANCH SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE BRANCH SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE BRANCH SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE BRANCH SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BRANCH SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE BRANCH SERVICE WILL MEET YOUR EXPECTATIONSAND, AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BRANCH SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
- LIMITATION OF LIABILITY AND INDEMNIFICATION
We are not liable for anything that happens to you that somehow may be connected to your use of the Branch Service. If you use the Branch Service in a way that causes us to be included in litigation, you agree to pay all of our legal fees and costs.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BRANCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE BRANCH SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE BRANCH SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE BRANCH SERVICE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE BRANCH SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE BRANCH SERVICE OR YOUR USE OF BRANCH CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Branch Content, or (iii) your breach of these Terms. We shall provide notice to you promptly of any such claim, suit, or proceeding.
- General Terms
These Terms constitute the entire agreement between you and Branch concerning your use of the Branch Service. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.
- Arbitration, Class Waiver, and Waiver of Jury Trial
We are located in New York, so all disputes must be resolved there. We will use arbitration to resolve any problems, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the Branch Service.
These Terms and the relationship between you and Branch shall be governed by the laws of the state of New York without regard to its conflict of law provisions. You and Branch agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Branch Service under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in New York, New York. You covenant not to sue Branch in any other forum.
You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or this Agreement:
- YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
- YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
- YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.
Branch Media, Inc.
220 East 23rd St. #601
New York NY 10010