Terms of ServiceDate of Last Revision: February, 2021
Welcome to Braid! These terms of service are a contract between you and Braid Network Inc. ("we", "us", "Braid") governing your use of your Braid account and the Braid services. You must be 18 years of age, in the United States, and have a U.S. bank account to use the Braid products and services. You agree to comply with all of the terms and conditions in these terms of service. In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on our website or through the mobile application from time to time. Section 9 of these terms includes an agreement to resolve all disputes by arbitration on an individual basis. You also agree to the following additional policies and each of the other agreements posted on braid.co/legal that apply to you:
- Consent to Receive Electronic Disclosures (E-sign Disclosure and Consent)
If after reading these terms of service in their entirety you are still unsure of anything or you have any questions, please contact firstname.lastname@example.org.
We may revise these terms of service and any of the policies listed above from time to time. The revised version will be effective at the time we post it, unless otherwise noted. We reserve the right to amend this agreement at any time without notice, subject to applicable law. If our changes reduce your rights or increase your responsibilities we will provide notice to you of at least 21 days. By continuing to use our services after any changes to these terms of service become effective, you agree to abide and be bound by those changes. If you do not agree with any changes to these terms of service, you may close your account.
ACCESS TO THE SERVICE
- Services Description: The service is designed to allow users to request and share money via convenient peer-to-peer payments and, at a later date, via the Braid debit card. Each service is offered by LendingClub Bank N.A through Braid’s technology platform. The debit card is subject to additional terms containedherein and throughout the technology platform.
- Eligibility: You must be an individual of at least 18 years of age who resides in the United States or one of its territories to use the service. Use of certain services may have further eligibility requirements that will need to be verified prior to you using such services or from time to time in order to continue your use of the services. Certain features of the services may be limited depending on the state in which you reside, the date on which you created your account or other factors.
- Your Registration Obligations: You are required to register with Braid in order to access and use certain features of the service. Your acceptance of the Electronic Communications Policy is required to create an account. If you choose to register for the service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the service’s registration form. If any of this information changes, it is your obligation to provide updated information as soon as possible. From time to time, we may also require you to provide further information as a condition for continued use of the services, including, but not limited to a copy of your government issued photo ID. If you wish to link a bank account or debit card to your Braid account, you authorize us, directly or through third parties, to make any inquiries we deem necessary to validate your identity and account information. This may include requesting further information about you such as your date of birth, email address, physical address, social security number, and bank account or card information and transmitting that information to our service providers for further processing so that we can confirm your identity. We reserve the right to maintain your account registration information after you close your account for business and regulatory compliance purposes. You may register for only one (1) Braid account. If you open additional accounts, we reserve the right to immediately close such additional accounts and transfer any balance to your other Braid account or return it to the original funding source. From time to time we may be required to request further information regarding your transactions in order to comply with federal and state law. Failure to provide such information in a timely fashion may result in the suspension of your ability to transact until you provide such information or the closure of your Braid account.
- Funding Sources: When you initiate a payment through the Braid service, if you have sufficient funds in your Braid account to satisfy the full payment amount the source of funds will be your Braid account. If you do not have sufficient funds in your Braid account to cover the full transaction you may choose the funding source from your linked external accounts. You may link an external, U.S.-issued bank account (an “Eligible Bank Account”) to your Braid account to fund payments made through the service. We reserve the right to limit which banks or what types of accounts constitute an Eligible Bank Account. If you choose to link your Eligible Bank Account to your Braid account by providing the username and password you use to access your bank information online (“Credentials”), you acknowledge you are providing your Credentials to Plaid Inc. and agree to the terms of service found at https://plaid.com/legal/. You cannot link a business bank account or card to Braid and we do not currently support business or merchant accounts.
- Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the service. We will not be liable for any loss or damage arising from your failure to comply with this Section.
- Modifications to Service: We reserve the right to modify or discontinue, temporarily or permanently, the service (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the service.
- General Practices Regarding Use and Storage: You acknowledge that we may establish general practices and limits concerning use of the service, including without limitation the maximum period of time that data or other content will be retained by the service and the maximum storage space that will be allotted on our servers on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the service. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
- Mobile Services: Some of the services are available via a mobile device, including (i) the ability to upload content to the service via a mobile device, (ii) the ability to browse the service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. In addition, you authorize your wireless operator to disclose your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber and device details, if available, to us and our service providers for the duration of the business relationship, solely for identity verification and fraud avoidance.
- Mobile Communications: By accepting these terms of service, you expressly consent to be contacted by us or our affiliates at any telephone number, e-mail address, mailing address, account with us, or physical or electronic address you provide or at which you may be reached. You agree we, our affiliates, agents, or service providers may contact you in any way, including by e-mail, SMS messages (including text messages) and calls using prerecorded messages or artificial voice at any phone number you have provided to us, including any mobile phone number, as well as any address in our records or in public or nonpublic databases. You understand that you are not required to provide consent to marketing SMS messages as a condition to accessing our services or products. You may withdraw your consent to SMS communications by replying STOP to the SMS message, or by contacting us at email@example.com. You certify, warrant and represent that the telephone numbers that you have provided to us are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number. You are responsible for any and all charges, including fees associated with text messaging, imposed by your communications service provider. You agree that we and our agents, representatives, affiliates or anyone calling on our behalf may contact you on a recorded or monitored line and that any incoming calls may also be recorded and monitored. You also agree to receive alerts about your account activity, balances, payments, suspicious activities, and other matters involving your use of the Site or App or the services through push notifications to your smartphone or other device. Receipt of push notifications may be delayed or prevented by factors beyond our control, including those affecting your internet/phone provider. We are not liable for losses or damages arising from non-delivery, delayed delivery, or the erroneous delivery of any push notification; inaccurate push notification content; or your use or reliance on the content of any push notification for any purposes. Each push notification may not be encrypted, and may include your name and information pertaining to your account or use of the Site or App. We may terminate your use of push notifications at any time without notice. You may choose to discontinue receiving push notifications by updating your preferences on your smartphone or device.
CONDITIONS OF USE
- Adding Money to Your Braid Account: If we have verified the required identifying information that you provide to us, we may offer you the ability to transfer money to your Braid account from a linked bank account. If we have not verified the required identifying information that you have provided to us, you cannot add money. Remember, you may use the payment methods linked to your Braid account to fund transactions and you don’t need a balance in your Braid account to send money or buy something using your Braid account.
- Transferring Money out of Your Braid Account:The balance in your Braid account may be transferred out of Braid by manually transferring it to a bank account linked to your Braid account. You can manage linked bank accounts in the Payment Methods section of your Braid account settings. Fees and limits may change from time to time in our sole discretion.
- Bank Transfer Reviews: We review account and transaction activity at various times, including when bank transfers are initiated. This review checks for, among other things, suspicious or illegal activity, and whether your account activity and the activity of users with whom you’ve transacted comply with this agreement. In connection with our review process, you may be required to provide us with additional information and/or documentation to verify your identity. We may limit your account and your access to money in it or that is sent to you until verification is completed.
Reviews may result in:
- delayed, blocked or cancelled transfers;
- money or payments being held by us;
- money or payments being applied to amounts you owe to us or used to offset loss incurred by us;
- account limitation, suspension or termination;
- money or payments being seized to comply with a court order, warrant or other legal process; and/or
- money or payments you previously received being reversed (i.e., sent back to the sender or to the card or bank account that was used to fund the payment).
Among other reasons, we may take the above actions if you knowingly or unknowingly were a participant in a payment that was made from a stolen card, compromised bank account, or compromised Braid account, or if you were a participant in a transaction for goods and services between two personal accounts.
- Account Statements: You may have the right to receive an account statement showing your Braid account activity. You may view your Braid account statement by logging into your Braid account on the Braid website.
- Payments with Other People: You can send money to or request money from another person using the payments feature in your Braid account. The other person will have to accept any charge request before you are sent money. When you accept a charge request sent by another person, you will send them money. You can send money to or request money from another person, even if they don’t have a Braid account at the time you send the payment, using their email address or mobile number. If the other person does not have a Braid account, they can claim the payment by opening a Braid account. If they don’t claim any money sent within 90 days of the date it is sent, the payment will be cancelled and any money (including any fees you were charged) will be sent back to you.
- Combined Accounts: You can create a shared spending group with one or more people by using the add user feature in your Braid account. The other person or people will have to accept the group request before they are added to the shared spending group. The default permissions allow people in the group to withdraw, view transactions and invite others. This means that funds that you transfer to the shared spending group can be withdrawn by others in the group. The default settings can be changed by the person who initiated the shared spending group or by people designated by the person who initiated the shared spending group. Funds in shared spending groups are owned by the users in the group pro rata by their contribution. For example, if there are 3 users in a shared spending group and Alice contributes $100, Bert contributes $50 and Charlie contributes $50, the $200 in the shared spending group is owned 50% by Alice and 25% each by Bert and Charlie. This is their pro rata contribution to the account. In the same example, if $100 is spent from the account, regardless of who spent it, the ownership of the remaining $100 in the account would be $50 Alice and $25 each to Bert and Charlie since those percentages reflect their pro rata percentage contribution to the account. Section 11 of these terms of service governs disputes between users.
- Account Suspension & Closure: We may, in our sole and absolute discretion, without liability to you or any third party, refuse to let you open an account, suspend your account, or terminate your account or your use of one or more of the services. Such actions may be taken as a result of account inactivity, failure to respond to customer support requests, failure to positively identify you or your violation of the terms of these terms of service. If you have a balance remaining in a Braid account which has been suspended or closed, you will be able to recover such funds, unless prohibited by law or a court order or where we have determined that such funds were obtained fraudulently. We have full discretion as to the means by which you will receive such funds following our decision to return such funds. We reserve the right to require you to provide further identifying information before processing such withdrawal or transfer requests and to delay or prohibit such withdrawal or transfer if we believe fraudulent or illegal activity has occurred. If you are unable to login to your Braid account, you will need to contact us at firstname.lastname@example.org to process such withdrawal. You may terminate this agreement at any time by closing your Braid account and discontinuing use of the services. Upon termination of this agreement and your Braid account, you remain liable for all transactions made while your Braid account was open.
- User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the service. The following are examples of the kind of content and/or use that is illegal or that we prohibit. You agree to not use the service to:
- violate (or assist any other party in violating) any applicable law, statute, ordinance, or regulation;
- intentionally try to defraud (or assist in the defrauding of) Braid or other Braid users;
- provide false, inaccurate, or misleading information;
- take any action that interferes with, intercepts, or expropriates any system, data, or information;
- partake in any transaction involving the proceeds of illegal activity;
- transmit or upload any virus, worm, or other malicious software or program;
- attempt to gain unauthorized access to other Braid accounts, the Braid website, or any related networks or systems;
- use the services on behalf of any third party or otherwise act as an intermediary between Braid and any third parties;
- collect any user information from other Braid users, including, without limitation, email addresses;
- defame, harass, or violate the privacy or intellectual property rights of Braid or any other Braid users; or
- upload, display or transmit any messages, photos, videos or other media that contain illegal goods, pornographic, violent, obscene or copyrighted images or materials for use as an avatar, in connection with a payment or payment request, or otherwise.
- any person listed on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals or if you are a resident, national or agent of Cuba, North Korea, Sudan, Syria or any other country to which the United States embargoes goods;
- weapons of any kind, including but not limited to firearms, ammunition, knives, or related accessories;
- controlled substances including but not limited to narcotics, prescription drugs, steroids, or related paraphernalia or accessories;
- gambling activities including but not limited to sports betting, casino games, horse racing, dog racing, lotteries, games of chance, sweepstakes, games of skill that may be classified as gambling (i.e. poker), or other activities that facilitate any of the foregoing;
- constitute money-laundering or terrorist financing;
- any sort of ponzi scheme, pyramid scheme, or multi-level marketing program;
- goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;
- debt settlement, refinance, or credit repair services;
- court ordered payments, structured settlements, tax payments, or tax settlements;
- the sale of money orders or cashier’s checks or any money transmitter activity;
- lottery contracts, layaway systems, or annuities;
- counterfeit goods, including but not limited to fake or “novelty” IDs;
- purchasing goods from Tor hidden service markets or “Darknet” markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods); or
- any other matters which we communicate to you that are unacceptable from time to time and which, for example, may be restricted by our and your bank or payment partners.
In the event that we learn that you are making any such prohibited payments, we may suspend or terminate your Braid account.
THIRD-PARTY DISTRIBUTION CHANNELS
- We offer Software (defined below) applications that may be made available through the Apple App Store, Android Marketplace or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These terms of service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of our services, you agree to comply with all applicable terms of any agreement for such third-party products and services.
- With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these terms of service, the following terms and conditions apply:
- Braid and you acknowledge that these terms of service are concluded between Braid and you only, and not with Apple Inc. (“Apple”), and that as between Braid and Apple, Braid, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
- You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
- Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
- Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
- Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Braid’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
- Braid and you acknowledge that Braid, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- In the event of any third party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Braid and Apple, Braid, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Braid as follows:
P.O. BOX 411689
SAN FRANCISCO, CA 94141
Braid and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these terms of service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these terms of service, Apple will have the right (and will be deemed to have accepted the right) to enforce these terms of service against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.
INTELLECTUAL PROPERTY RIGHTS
- Service Content, Software and Trademarks: You acknowledge and agree that the service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the service. In connection with your use of the service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by us from accessing the service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the service or distributed in connection therewith are the property of Braid, and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Braid. The Braid name and logos are trademarks and service marks of Braid (collectively the Braid Trademarks”). Other Braid, product, and service names and logos used and displayed via the service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Braid. Nothing in these terms of service or the service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Braid Trademarks displayed on the service, without our prior written permission in each instance. All goodwill generated from the use of Braid Trademarks will inure to our exclusive benefit.
- Third Party Material: Under no circumstances will we be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that we do not pre-screen content, but that Braid and our designees will have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the service. Without limiting the foregoing, we and our designees will have the right to remove any content that violates these terms of service or that we deem, in our sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
- User Content Transmitted Through the Service: With respect to the content or other materials you upload through the service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant to us and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the service or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the service (“Submissions”), provided by you to us are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You acknowledge and agree that we may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these terms of service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Braid, its users and the public. You understand that the technical processing and transmission of the service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
- Copyright Complaints: We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below. We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Braid’s Copyright Agent at email@example.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail at: 3338 17th Street, Suite 100, San Francisco, CA 94110
- Copyright Notices: To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the service, with enough detail that we may find it on the service;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
- Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
- your physical or electronic signature;
- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Northern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
- Repeat Infringer Policy: In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. We may also in our sole discretion limit access to the service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
THIRD PARTY WEBSITESThe service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. We have no control over such sites and resources and are not responsible for and do not endorse such sites and resources. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the service are between you and the third party, and you agree that we are not liable for any loss or claim that you may have against any such third party.
INDEMNITY AND RELEASEYou agree to release, indemnify and hold Braid and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the service, any User Content, your connection to the service, your violation of these terms of service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
DISCLAIMER OF WARRANTIESYOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BRAID EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. BRAID MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
LIMITATION OF LIABILITYYOU EXPRESSLY UNDERSTAND AND AGREE THAT BRAID WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BRAID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL BRAID’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID BRAID IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
DISPUTE RESOLUTION BY BINDING ARBITRATIONPLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
- Agreement to Arbitrate: This Dispute Resolution by Binding Arbitration section is referred to in these terms of service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Braid, whether arising out of or relating to these terms of service (including any alleged breach thereof), the services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these terms of service, you and Braid are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
- Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND BRAID AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BRAID AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
- Pre-Arbitration Dispute Resolution: We are always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Braid should be sent to 3338 17th Street, Suite 100, San Francisco, CA 94110 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Braid and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Braid may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Braid or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Braid is entitled.
- Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration.If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these terms of service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the terms of service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Braid and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Braid agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
- Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Braid will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Braid will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Braid will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
- Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
- Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the terms of service will continue to apply.
- Future Changes to Arbitration Agreement: Notwithstanding any provision in these terms of service to the contrary, Braid agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the services, you may reject any such change by sending Braid written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these terms of service (or accepted any subsequent changes to these terms of service).
TERMINATIONYou agree that Braid, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the service and remove and discard any content within the service, for any reason, including, without limitation, for lack of use or if Braid believes that you have violated or acted inconsistently with the letter or spirit of these terms of service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of service, may be referred to appropriate law enforcement authorities. Braid may also in its sole discretion and at any time discontinue providing the service, or any part thereof, with or without notice. You agree that any termination of your access to the service under any provision of these terms of service may be effected without prior notice, and acknowledge and agree that Braid may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the service. Further, you agree that Braid will not be liable to you or any third party for any termination of your access to the service.
USER DISPUTESYou agree that you are solely responsible for your interactions with any other user in connection with the service and we will have no liability or responsibility with respect thereto. We reserve the right, but has no obligation, to become involved in any way with disputes between you and any other user of the service.
GENERALThese terms of service constitute the entire agreement between you and Braid and govern your use of the service, superseding any prior agreements between you and Braid with respect to the service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software. These terms of service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Braid agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of Braid to exercise or enforce any right or provision of these terms of service will not constitute a waiver of such right or provision. If any provision of these terms of service 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 of service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the service or these terms of service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these terms of service without the prior written consent of Braid, but Braid may assign or transfer these terms of service, in whole or in part, without restriction. The section titles in these terms of service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The service may also provide notices to you of changes to these terms of service or other matters by displaying notices or links to notices generally on the service.
NOTICE FOR CALIFORNIA USERSUnder California Civil Code Section 1789.3, users of the service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Braid Network Inc., 3338 17th Street, Suite 100, San Francisco, CA 94110.
Questions? Concerns? Suggestions?
Please contact us at email@example.com to report any violations of these terms of service or to pose any questions regarding these terms of service or the service.