We may make changes to these Terms from time to time. When we do, we will revise the "last updated" date given above. It is your responsibility to review these Terms frequently and to remain informed of any changes to them. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of our Services after such changes have been published to our Services will constitute your acceptance of such revised Terms. These Terms contain the entire understanding of the parties on the subject matter hereof.
Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services; (ii) rent, lease or sublicense access to any of our Services; or (iii) circumvent or disable any security or technological features or measures of our Services.
We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of all or any portion of our Services.
We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any material that you post or submit for posting, and to restrict, suspend, or terminate your access to our Services at any time, for any or no reason, with or without prior notice, and without liability.
We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services upon thirty (30) days’ written notice (email sufficient), provided that we will promptly provide a pro-rated refund of any pre-paid and unearned amounts based on the period of suspension or the date of discontinuance, as applicable.
We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any material that you post or submit for posting, and to terminate your access to our Services if you violate these Terms, unless you cure such breach within thirty (30) days of written notice of such violation. Notwithstanding the foregoing, we reserve the right to reject, refuse to post, remove any material that you post or submit for posting, or otherwise restrict and/or suspend your access to the Services immediately and without prior notice if in our reasonable belief, you are utilizing the Services in a way that constitutes a material breach of these Terms and/or such use is likely to cause us irreparable harm.
Some of Branch’s Services are provided at no cost whereas certain premium services “Premium Services” require payment. In consideration for Branch providing Premium Services to Customer, Customer agrees to pay to Branch the applicable fees (see pricing page for current options).
Branch will charge Customer as of the last day of each month for all fees and applicable Taxes (including any related interest and/or penalties), due in that month. If a Customer commences using Premium Services in the middle of a calendar month, Branch will pro-rate any monthly fees for the Customer’s use of the Premium Services based on the calendar days remaining in that month, net of any applicable trial period.
In order to cancel Premium Services, Customers should contact Branch at firstname.lastname@example.org. As Branch charges Customers at the end of the month for Premium Service use, it does not offer refunds. If a Customer cancels Premium Services in the middle of a month, Branch will pro-rate monthly fees for the Customer’s use of Premium Services based on the calendar days elapsed during said month.
Branch may, at its sole discretion, offer customers a trial period to sample the Premium Services experience. Such agreements are made on a case-by-case basis. Customers will never be charged to retroactively cover fees during the trial period. However, customers not-opting out of Branch Services post-trial may automatically begin incurring monthly charges per their agreement.
For customers paying for Premium Services by credit card, fees will be billed to the credit card nominated by Customer and Customer authorizes the card issuer to pay all such amounts and authorizes Branch (or its billing agent) to charge the credit card account until Customer or Branch cancels or terminates the Premium Services as set forth herein; provided that if payment is not received from the credit card issuer, Customer agrees to pay all amounts due upon demand. Customer must provide current, complete and accurate billing and credit card information. Customer agrees to pay all costs of collection, including attorney's fees and costs, on any outstanding balance. In certain instances, the issuer of the credit card may charge a foreign transaction fee or related charges, which Customer will be responsible to pay.
Fees quoted do not include potentially applicable taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Customer is responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Branch’s net income. Applicable Taxes are calculated and then included along with service fees at the time Customer is charged.
Each party agrees as follows: (i) to use the Confidential Information of the other party only for the purposes described herein; (ii) that the party receiving Confidential Information from the other party will not reproduce such Confidential Information and will hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (iii) that, except as required in performance of a party's obligations under this Terms, neither party will create any derivative work from Confidential Information disclosed to such party by the other party; (iv) to restrict access to the Confidential Information disclosed by the other party to such of its employees, agents and third parties, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with these Terms; and (v) to return or destroy all Confidential Information of the other party in its possession upon termination or expiration of these Terms or upon the disclosing party's written request. The receiving party shall, upon disclosing party's request, certify that all Confidential Information has either been returned to the disclosing party or destroyed subject to applicable local, state, national and foreign laws, treaties and regulations.
The receiving party will not be obligated under this confidentiality section with respect to information that: (i) is or has become readily publicly available through no act or omission of the other party or its employees or agents; (ii) is received from a third party lawfully in possession of such information and the receiving party has no knowledge of any disclosure restrictions on such third party to disclose such information; (iii) is disclosed to a third party by the disclosing party without restriction on disclosure (iv) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (v) was independently developed by employees or consultants of the receiving party without reliance on, or reference to such Confidential Information.
Except as otherwise provided in these Terms, neither party will issue a press release or make any public statement regarding these Terms and/or the other party without the written consent of the other party.
We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. By using our Services, you may be exposed to content that is offensive, indecent, or objectionable. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods, services, or information available on or through any third party service or Third Party Content. It is your responsibility to evaluate the information, opinion, advice, or other content available on and through our Services.
You are solely responsible for any content and other material that you submit, publish, transmit, or display on, through, or with our Services. You will not use our Services to: (i) upload, post, email, or otherwise transmit any information that contains anything unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any information that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any information that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other forms of unauthorized solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) upload, post, email, or otherwise transmit any sensitive information such as User account passwords or payment information, medical records, government identifiers, sexual orientation or other information considered sensitive under applicable law; (ix) create lists or segments of children under the age of 13, advertise mobile Apps that are directed to children under 13, and/or knowingly market products or services to children under the age of 13 ; (x) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (xi) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (xii) "stalk" or otherwise harass another; or (xi) collect or store personal data about other users in a way that violates applicable law.
For parties residing outside the United States, any dispute arising hereunder shall be submitted to confidential binding arbitration in San Mateo County, California for the maximum judgment enforceable, except that to the extent Customer has in any manner violated or threatened to violate Branch Metrics’ intellectual property rights, Branch Metrics may seek injunctive or other appropriate relief in any state or federal court in the State of California. Customer hereby consents to, and waives all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of California. Arbitration under this Agreement shall be conducted pursuant to the existing International Arbitration Rules at the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim is initiated in court rather than in arbitration we each waive any right to a jury trial.
Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
The terms and conditions which by their nature are intended to survive termination of these Terms shall survive, including Restrictions, Disclaimer of Warranties, Feedback, Indemnity, and Limitation of Liability.
Branch Metrics, Inc.
195 Page Mill Road, Suite 101
Palo Alto, CA 94306
or by email at email@example.com