If you obtain a debit card, it is subject to the terms and conditions in the Braid Mastercard Cardholder Agreement. All banking services are performed by LendingClub Bank NA, Member FDIC. Please read these Terms of Service carefully and retain them for future reference. By continuing to use the Services, you agree to be bound by these Terms of Service as well as any other agreement or document we may provide to you from time to time in connection with the Services. If you have any questions, please contact us at email@example.com.
"You” and "your” means the person who is authorized to use the Services as provided in these Terms of Service. "We,” "us,” and "our” mean Braid, and our successors, affiliates, assignees and third-party service providers.
If there is a conflict between these Terms of Service and any other document or statement made to you concerning the Services, these Terms of Service will govern. If there is a conflict between these Terms of Service and any other document or statement made to you concerning any other service or product, the separate terms and conditions applicable to that service or product will govern.
AS SET FORTH BELOW, ANY CLAIM, DISPUTE, OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE “DISPUTE RESOLUTION” PROVISION CONTAINED IN THIS AGREEMENT. THIS AGREEMENT ALSO INCLUDES A WAIVER OF CLASS ACTION AND YOUR RIGHT TO A JURY TRIAL. PLEASE READ THE “DISPUTE RESOLUTION” SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY US. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
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 the Mobile App. Continued use of the Services means your ongoing agreement to these Terms of Service. By continuing to use the Services, you further agree to pay fees due and outstanding associated with the Services. You are responsible for the accuracy and completeness of all information supplied to us.
These Terms of Service may be amended or changed at any time by posting the amended documents on the Mobile App, and any such amendment will be effective upon such posting. The current Terms of Service are available at braid.co. Reasonable notice in writing or by any method permitted by law will be provided if there is an adverse change to these Terms of Service. However, if a change is made for security purposes, such change can be implemented without prior notice. When these Terms of Service are changed, the updated version supersedes all prior versions and will govern the Services. Your continued maintenance or use of the Services after the change will be deemed acceptance of any change and you will be bound by it. If you do not agree with a change, you may cease use of the Services. Your termination of these Terms of Service does not affect any of our rights or your obligations arising under these Terms of Service prior to such termination.
- Access to the Service
a. Services Description: Braid provides a set of technology solutions to allow users to request and share money via convenient peer-to-peer payments and, at a later date, via the Braid debit card, through Braid’s bank partners. The debit card is subject to additional terms contained in the Braid Account and Mastercard terms and throughout the technology platform.
b. 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 Braid Account or other factors.
c. Your Registration Obligations: You are required to register on the Mobile App in order to access and use certain features of the Service. Your acceptance of the Consent to Receive Electronic Disclosures E-sign Disclosure and Consent is required to create a Braid 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. You are responsible for providing Braid with a correct and operational email address. You must notify Braid of any change to your email or postal mailing address, or if you are unable to access account information through our Mobile App. Braid will not be liable for any adverse effects as a result of undelivered mail or email or your inability to access account information through the Mobile App due to a failure to promptly notify us of a change to your email or postal mailing address. Braid is not responsible for any costs you incur to maintain internet access or an email account. From time to time, we may also require you to provide further information as a condition for continued use of the Services. We reserve the right to maintain your account registration information after you close your Braid 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.
d. Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and Braid Account, if any, and are fully responsible for any and all activities that occur in connection with your password or Braid Account. You agree to (a) immediately notify us of any unauthorized use of your password or Braid Account or any other breach of security, and (b) ensure that you exit from your Braid 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.
- Braid Debit Card
- Referral Program
As of February 2021, selected Braid Accounts are eligible to participate in our Referral Program and are governed by additional terms and conditions which can be found at [https://braid.co/legal/referral-program-tos]. By participating in the Referral Program, you agree and consent to these additional terms and conditions. If for some reason you do not agree to the additional terms or would like to opt-out of the Referral Program, please contact us at firstname.lastname@example.org.
a. 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.
b. 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.
c. 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 Braid 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.
d. 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. You cannot link a business bank account or card to Braid, and we do not currently support business or merchant accounts.
e. 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 Mobile App.
f. 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.
g. 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. These Terms of Service governs disputes between users below.
h. Refunds; Reversals: Once a transaction has been initiated, it cannot be reversed. Deposits using a bank account or debit card may be reversed or may be subject to a chargeback or related claim. Except as set forth in this Agreement, all payment transactions processed through the Services are non-refundable. You may have additional refund or charge-back rights under your agreement with the recipient of such funds, your bank, or applicable law. You should periodically review statements from your bank, which should reflect all applicable payment transactions made using that payment method. You can also always access the record of your transactions by logging into your Braid Account.
i. Transaction Limits: We reserve the right to change the deposit, withdrawal, storage, and velocity limits on your Braid Account as we deem necessary. We may establish individual or aggregate transaction limits on the dollar amount or number of deposits or withdrawals you make during any specified time period.
j. Prohibited Payments: Using the Services to make the following types of payments is prohibited, and we reserve the right to monitor for payments that relate to:
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;
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.
- 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 our 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 via 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. 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.
Consent to Receive Communications
a. General: To provide you with the best possible service in our ongoing business relationship, we may need to contact you about your Braid Account or the Services from time to time by text messaging, push notifications and/or email. However, we must first obtain your consent to contact you about your Braid Account or the Services because we must comply with the consumer protection provisions in the federal Telephone Consumer Protection Act of 1991 (TCPA), CAN-SPAM Act, and their related federal regulations and orders issued by the Federal Communications Commission (FCC).
Your consent is limited to your Braid Account and the Services, and as authorized by applicable law and regulations. Your consent does not authorize us to contact you for telemarketing purposes (unless you otherwise agreed elsewhere). 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.
With the above understandings, you authorize us to contact you regarding your Braid Account and/or the Services until you terminate your Braid Account using any telephone numbers or email addresses that you have previously provided to us or that you may subsequently provide to us. 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 are responsible for any and all charges, including fees associated with text messaging, imposed by your communications service provider. You also agree to receive alerts about your Braid Account activity, balances, payments, suspicious activities, and other matters involving your use of the Mobile 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 Braid Account or use of the Mobile 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.
This consent is regardless of whether the number we use to contact you is assigned to a landline, a paging service, a cellular wireless service, a specialized mobile radio service, other radio common carrier service or any other service for which you may be charged for the call. You further authorize us to contact you through the use of voice, voicemail and text messaging, including the use of pre-recorded or artificial voice messages and an automated dialing device. If necessary, you may change or remove any of the telephone numbers or email addresses at any time using any reasonable means to notify us. To revoke the consent provided pursuant to this subsection, you must send 10 days’ prior written notice of such revocation to firstname.lastname@example.org.
b. 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 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.
c.Monitoring and Recording Telephone Calls: We may monitor or record phone calls for security reasons, to maintain a record, and to ensure that you receive courteous and efficient service. You consent in advance to any such recording. We need not remind you of our recording before each phone conversation. We are not required to act upon instructions you give us by voice mail or on a telephone answering machine.
- Conditions of Use
a. Account Suspension & Closure: We may, in our sole and absolute discretion, without liability to you or any third party, refuse to let you open a Braid Account, suspend your Braid Account, or terminate your Braid 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 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.
b. 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 Mobile App, 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.
c. Fees: To the extent the Service or any portion thereof is made available for any fee, you will be required to select a form of payment and provide information to us regarding your form of payment. You represent and warrant to us that such information is true, correct and accurate, and that you are authorized to use the payment instrument. You will promptly update your Braid Account information with any changes (for example, a change in your billing address) that may occur. You agree to pay to us the amount that is specified in accordance with these Terms of Service. If you dispute any charges, you must let us know within sixty (60) days after the date that we charge you. We reserve the right to change our prices. If we do change prices, we will provide notice of the change on the Mobile App or in an email to you, at our option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You are responsible for all taxes associated with the Services other than U.S. taxes based on our net income.
d. Special Notice for International Use; Export Controls: Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns to online conduct and acceptable content.
e. Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
f. Illegal Transactions and Internet Gambling: You must not use our Services or your Braid Account for any illegal purpose, for internet gambling or to fund any account that is set up to facilitate internet gambling. We may deny transactions or authorizations from merchants or other sources that are apparently engaged in or are identified as engaged in the internet gambling business.
- Third Parties
a. Third-Party Account Information: To use the Services, you may direct Braid to retrieve your transaction history, balance information, and/or other information maintained by third parties with which you have relationships, maintain accounts or engage in financial transactions (“Third-Party Account Information”). Braid works with one or more third-party service providers to access this Third-Party Account Information. We will use this information to provide you with the Services you request, for our own internal business purposes and to offer you other Braid products and services that may be of interest to you. By using the Services, you authorize Braid to access this information maintained by such third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. Braid may, but is not required to, review the Third-Party Account Information for accuracy, legality or non-infringement, and Braid is not responsible for your Third-Party Account Information or products and services offered by or on third-party sites. You acknowledge that any Third-Party Account Information that is displayed through the Services will correspond to the information provided by third parties, and that this information may not reflect pending transactions or other recent activity.
b. 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.
c. Third-Party Websites: The 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.
d. Third-Party Distribution Channels: We may offer Software 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. Further, you may be consenting to share certain personal information with us when you install one of our Software applications through a distribution channel. 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 applicable 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: email@example.com, at 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
a. 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 the Braid Trademarks will inure to our exclusive benefit.
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.
b. 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 firstname.lastname@example.org (Subject line: “DMCA Takedown Request”). You may also contact us by mail at: 3338 17th Street, Suite 100, San Francisco, CA 94110.
c. 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.
d. 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 the 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 ten (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 ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
e. 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.
- Indemnity and Release
You agree to release, indemnify and hold Braid, and its officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless for any losses, damages, suits and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to (1) the matters set forth herein; (2) our taking any action or not taking any action that we are entitled to take pursuant to these Terms of Service and applicable law; (3) any action or omission by you in violation of these Terms of Service or applicable law; or (4) our action or inaction in reliance upon oral, written or electronic instructions or information from you. 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 WARRANTIES
YOUR 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 LIABILITY
YOU 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.
- NOT LEGAL, TAX, OR FINANCIAL ADVICE
BRAID DOES NOT INTEND TO PROVIDE YOU WITH ANY LEGAL, TAX, OR FINANCIAL ADVICE THROUGH THE MOBILE APP OR THE SERVICES. BRAID IS NOT A LAWYER, TAX ADVISOR, BROKER, OR FINANCIAL PLANNER. BRAID ENCOURAGES YOU TO CONSIDER CONSULTING AN ACCOUNTANT OR OTHER FINANCIAL ADVISOR AWARE OF YOUR INDIVIDUAL CIRCUMSTANCES BEFORE IMPLEMENTING ANY FINANCIAL STRATEGY OR MAKING OTHER FINANCIAL DECISIONS.
- DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
This Dispute Resolution provision (this “Dispute Resolution Provision”) sets forth the circumstances and procedures under which Claims (as defined below) will be arbitrated instead of litigated in court upon the election of either party. Neither you nor we will have the right to: (1) have a court or a jury decide the dispute; (2) engage in information-gathering (discovery) to the same extent as in court; (3) participate in a class action in court or in class arbitration; or (4) join or consolidate a claim with claims of any other persons. Arbitration procedures are simpler and more limited than rules applicable in court. The decision of the arbitrator is final and binding.
As used in this Dispute Resolution Provision, the term “Claim” means any claim, dispute, or controversy between you and Braid, or any of its agents or retailers, arising from or relating to these Terms of Service or the Services as well as any related or prior agreement that you may have had with us, including the validity, enforceability or scope of this Dispute Resolution Provision or the Terms of Service. “Claim” includes claims of every kind and nature, including, but not limited to, initial claims, counterclaims, crossclaims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law and equity. The term “Claim” is to be given the broadest possible meaning that will be enforced. We will not elect to use arbitration under the Dispute Resolution Provision for any Claim that you properly file and pursue in a small claims court of your state or municipality so long as the Claim is individual and pending only in that court; any appeals from that court will be pursued only in arbitration. As used in this Dispute Resolution Provision, the terms “we” and “us” will for all purposes mean Braid, our wholly or majority owned subsidiaries, affiliates, licensees, predecessors, successors, and assigns, and our agents, employees, directors and representatives. In addition, “we” or “us” will include any third party using or providing any product, service or benefit in connection with the Services (including, but not limited to, third parties who use or provide services, debt collectors and all of their agents, employees, directors and representatives) if, and only if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim asserted by you. As solely used in this Dispute Resolution Provision, the terms “you” or “yours” will mean all persons or entities using the Services. “Claim” will not include any services provided by Braid pursuant to its Braid Account and debit card terms, and any dispute related to the Braid business account and debit card terms, or services provided thereunder, are to be governed by the Braid business account and Mastercard terms.
NEITHER YOU NOR WE ARE ENTITLED TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHERS IN ANY COURT ACTION OR ARBITRATION, OR TO INCLUDE IN ANY COURT ACTION OR ARBITRATION ANY DISPUTE AS A REPRESENTATIVE OR MEMBER OF A CLASS, OR TO ACT IN ANY ARBITRATION IN THE INTEREST OF THE GENERAL PUBLIC OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, UNLESS THOSE PERSONS ARE BENEFICIARIES ON YOUR ACCOUNT. THIS IS SO WHETHER OR NOT THE CLAIM HAS BEEN ASSIGNED. FURTHER, NEITHER YOU NOR WE HAVE THE RIGHT TO LITIGATE A CLAIM IN COURT, SUBJECT TO THE SECTION TITLED EXCLUDED CLAIMS, OR HAVE A JURY TRIAL ON A CLAIM, OR TO ENGAGE IN DISCOVERY, EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF JAMS OR AAA.
Any Claim will be resolved, upon the election by you or us, by arbitration pursuant to this Dispute Resolution Provision and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims will be referred to either Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you will have the right within thirty (30) days after you receive notice of our election to select the other organization listed to serve as arbitrator administrator. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; and (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org.
If either party elects to resolve a Claim by arbitration, that Claim will be arbitrated on an individual basis. There is no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other account holders or other persons similarly situated. The arbitrator’s authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator’s authority to make awards is limited to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties.
Any arbitration hearing that you attend will take place in the federal judicial district of your residence. At your written request, we will consider in good faith making a temporary advance of all or part of the filing administrative and/or hearing fees for any Claim you initiate as to which you or we seek arbitration. At the conclusion of the arbitration (or any appeal thereof), the arbitrator (or panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration (or appeal). If and to the extent you incur filing, administrative and/or hearing fees in arbitration, including for any appeal, exceeding the amount they would have been if the Claim had been brought in the state or federal court which is closest to your billing address and would have had jurisdiction over the Claim, we will reimburse you to that extent unless the arbitrator (or panel) determines that the fees were incurred without any substantial justification.
This Dispute Resolution Provision is made pursuant to a transaction involving interstate commerce, and will be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The arbitration will be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Dispute Resolution Provision will control if it is inconsistent with the applicable Code. The arbitrator will apply applicable substantive law consistent with the FAA and applicable statutes of limitations and will honor claims of privilege recognized at law and, at the timely request of either party, will provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator will not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the other party, within fifteen (15) days of receiving the requesting party’s notice. The granting or denial of such request will be at the sole discretion of the arbitrator who will notify the parties of his/her decision within twenty (20) days of the objecting party’s submission. The arbitrator will take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA. However, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which will consider anew any aspect of the initial award objected to by the appealing party. The appealing party will have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal will be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel, which will conduct arbitration pursuant to its Code and issue its decision within one hundred twenty (120) days of the date of the appellant’s written notice. The decision of the panel will be by majority vote and will be final and binding.
This Dispute Resolution Provision will survive termination of your Braid Account, your use of the Services, these Terms of Service and any bankruptcy by you or us. If any portion of this Dispute Resolution Provision is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it will not invalidate the remaining portions of this Dispute Resolution Provision, these Terms of Service or any prior agreement you may have had with us, each of which will be enforceable regardless of such invalidity.
You agree that Braid, in its sole discretion, may suspend or terminate your Braid 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 affected without prior notice and acknowledge and agree that Braid may immediately deactivate or delete your Braid 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 Disputes
You 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 have no obligation, to become involved in any way with disputes between you and any other user of the Service.
These 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; provided, however, that you may also be subject to additional terms and conditions for products or Services provided by Braid, as applicable. 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 Users
Under 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.