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.
Customer-specific pricing, billing, payment, and support terms for paid products are contained with the Order Form and Service Level Agreement.
Branch may, but is under no obligation to maintain, support, update, or provide error corrections for the basic Branch API, the Branch SDKs and the Services. Any customer-specific service level agreements (SLAs) for paid service(s) will be delineated in a specific Order Form. If Branch provides you with an update or maintenance release for the Branch API or the Branch SDKs, unless you receive a separate license from Branch for that update or release that expressly supersedes these Terms, such update or release will be subject to the terms and conditions of these Terms.
You acknowledge and agree that your use of the Services is dependent upon access to telecommunications and Internet services. You are solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Branch is not responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.
If you sign up for Data Integration paid service and use webhooks to export data, you acknowledge and consent to Branch sharing User device-related data to the relevant Integration Partner or webhook destination to maintain service functionality.
In consideration for Branch providing any paid services, you agree to pay to Branch the applicable fees (“Fees”).
Unless agreed to otherwise (see Order Form, if applicable), if you opt into and are approved for payment by invoice, will be invoiced quarterly as of the last day of the month for all Fees and applicable Taxes and including any related interest and/or penalties), due in that month. If you commence using paid services in the middle of a calendar month, Branch will pro-rate any Fees for your use of the paid services based on the calendar days remaining in that month. Depending on paid service signup method used, you may be prompted to pay by credit card in which case Fees will be billed to the credit card nominated by you and you authorize the card issuer to pay all such amounts and authorizes Branch (or its billing agent) to charge the credit card account until you or Branch cancels or terminates the Services as set forth herein; provided that if payment is not received from the credit card issuer, you agree to pay all amounts due upon demand. You must provide current, complete and accurate billing and credit card information. You agree 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 you will be responsible to pay.
All Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You are 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.
Except as otherwise agreed to by you and Branch in a superseding Order Form, your access to the Services will automatically renew on a monthly basis, under the same $USD/month rate for any Paid Services, unless and until your access to the Services is terminated in accordance with this Section.
Except when subject to a binding contract duration (see any applicable Order Form), you may terminate your access to and use of the Services at any time by providing written notice to Branch at email@example.com. Such termination will be effective as of the last day of the calendar month during which such termination notice is received.
Except as otherwise agreed to by you and Branch in a superseding Order Form, Branch reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services upon thirty (30) days’ written notice (email sufficient), provided that Branch will promptly provide a pro-rated refund of all pre-paid and unearned amounts based on the period of suspension or the date of discontinuance, as applicable. Branch may also, in its sole discretion, terminate your access to the Services if you violate any of these Terms, unless you cure such breach within thirty (30) days of written notice of such violation.
Upon termination of these T&C’s, (a) all rights and licenses granted to you hereunder will immediately terminate; (b) you will immediately cease all use of the Services; (c) you will terminate your Apps’ access to and use of the Branch API; and (d) you will, within fifteen days of termination, destroy all copies of the Branch SDKs and Branch confidential information in your possession or control. Sections 3.4 (Effect of Termination), 4.2 (Data Analytics), 8 (Confidentiality), 9 (Proprietary Rights), 11 (Limitation of Liability), 13 (Dispute Resolution) and 14 (Miscellaneous) will survive termination of these T&Cs.
Branch has implemented a number of technical, administrative, and physical safeguards to help protect the information on its servers, including customer data, against unauthorized access, alteration, disclosure or destruction. However, you acknowledge and agree that no method of transmission over the Internet or method of electronic storage is completely secure, and that Branch cannot guarantee the absolute security of such information.
You will at all times be responsible for all actions taken under an Authorized User’s account, whether or not such action was taken by an Authorized User or by another party, and whether or not such action was authorized by an Authorized User. You are responsible for the security of each Authorized User’s credentials and will not share (and will instruct each Authorized User not to share) such credentials with any other person or entity or otherwise permit any other person or entity access or use the Services.
"Branch Metrics", the Branch Metrics logo, and any other product or service name or slogan displayed on the Services (“Branch Marks”) are trademarks of Branch and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Branch or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "Branch Metrics" or any other Branch Marks without Branch’s prior written permission. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the trade dress of Branch and may not be copied, imitated or used, in whole or in part, without Branch’s prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Branch.
Each party agrees as follows: (a) to use the Confidential Information of the other party only for the purposes of performance of its obligations under these Terms; (b) to take all reasonable steps to ensure that the other party’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of these Terms, but in no event will either Party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance; (c) 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 (d) to return or destroy all Confidential Information of the other party in its possession upon termination of these Terms or upon the disclosing party's written request. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.
The receiving party will not be obligated under this confidentiality section with respect to information that: (a) is or has become readily publicly available through no act or omission of the other party or its employees or agents; (b) 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; (c) is disclosed to a third party by the disclosing party without restriction on disclosure; (d) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (e) was independently developed by employees or consultants of the receiving party without reliance on, or reference to such Confidential Information.
Branch may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about the Services ("Feedback"). You agree that Branch may, in its sole discretion, use the Feedback you provide to Branch in any way, including in future enhancements and modifications to the Services. You hereby grant to Branch and its assigns a perpetual, worldwide, fully transferable, sub-licensable, fully paid-up, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner any for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
Branch will defend, indemnify and hold you and your company’s officers, agents, employees, representatives, and assigns harmless from any costs, damages, expenses, and liability associated with any claim, suit or action against you brought by a third party to the extent based upon a claim that any of the Services infringe the United States copyright rights or misappropriate the trade secret rights of any third party. Upon the occurrence of a claim, suit or action for which indemnity is or may be due, or in the event that Branch believes that such a claim, suit or action is likely, Branch may, at its option (a) appropriately modify the Services so that they become non-infringing, or substitute functionally equivalent services; (b) obtain a license to the applicable third-party intellectual property rights; or (c) terminate these terms on written notice to you. You agree that Branch’s performance of its obligations under this section constitute your exclusive remedy, and Branch’s sole obligation, with respect to a third party infringement claim.
Any legal action or proceeding relating to these Terms shall be brought exclusively in the state or federal courts located in the Northern District of California. You and Branch hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.
Under no circumstances will either party (including Branch’s licensors) be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or other similar causes beyond such party’s control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other party may terminate this terms of service if such condition continues for a period of ninety (90) days. If any provision of these terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
These Terms are not assignable, transferable or sublicensable by you except with Branch’s prior written consent. Branch may transfer and assign any of its rights and obligations under these T&Cs freely and without consent.
No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Branch in any respect whatsoever.