Brave Rewards: Referral Program Terms of Service

Last Updated: April 19, 2020

Brave Software International SEZC

These Referral Program Terms of Service (“Terms”) apply to your access to and participation in the Program (as defined in Section 1 below) provided by Brave Software International SEZC, a Cayman Islands company (“Company” or “we”). By accessing or participating in our Program, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 14, do not access or participate in our Program.

If you have any questions about these Terms, please contact us at publishers@basicattentiontoken.org.

1. Overview and Scope

Company operates a referral program (the “Program”), in which we may offer certain rewards from time to time in exchange for referring persons to download and use the Brave browser.

You may earn compensation if you are a Brave Rewards user or Brave Verified Publisher for obtaining referrals for persons who download the Brave browser and become active users of the Brave browser. When engaging in promotional activities and communicating to others about the Brave browser and Platform, you agree that your messages will comply with the representations, warranties and covenants set forth in Section 15.

If you participate in the Program in any way, you agree that you will comply with the Program terms set forth in these Terms and the promotional offer terms (“Promotional Offer”) set forth on the Brave website, which are incorporated by reference into these Terms. We reserve the right to change, modify and/or eliminate the Program or any policy or Promotional Offer pertaining to the Referral Program at any time and in our discretion.

2. Eligibility

In order to access and participate in our Program, you must either:

(i) be a Brave Rewards user and agree by incorporation to the Brave Rewards User Terms of Service or
(ii) be a Brave Verified Publisher and agree by incorporation to the Brave Publisher Terms of Service, and:
(a) have the capacity to enter into a legally binding agreement,
(b) comply with all the terms and conditions set forth in these Terms,
(c) register for and complete all required verification steps an account with Uphold, Inc. (“Uphold”), a third-party service provider,
(d) maintain your Uphold account in good standing, and
(e) register for the program in accordance with Section 3. You may not access or participate in our Program if:
(f) you have been suspended from participating in our Program,
(g) any of the factors in Section 5.2 (Company-contributed BAT, Restrictions on Use) of the Brave Publisher Terms of Service apply to you,
(h) under the applicable law of the jurisdiction(s) in which you reside or conduct business, you are prohibited from participating in our Program or do not have the requisite licenses or other governmental authorizations to participate in our Program,
(i) you are 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,
(j) you are listed on any U.S. government list of prohibited or restricted parties, or
(k) your participation in our Program breaches any other agreement to which you are a party. If you are accessing and participating in our Program on behalf of another person or entity: references to “you” in these Terms collectively refer to you and that person or entity, and you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

If you are the parent or legal guardian of individual(s) between 16 and the legal age of majority in the jurisdiction where you reside, you may allow those individual(s) to participate in our Program solely under your direct supervision and only in accordance with these Terms, provided that you agree that you will remain liable for all activities of such individual(s), including their breach of these Terms, and references to “you” shall refer jointly to you and such individual(s).

3. Referral Service

To participate in the program, you will need to access our our referral program online service ("Referral Service"). If you are a Brave Rewards user, you may initiate your interaction with this service through Brave Rewards in your Brave web browser. If you are Brave Verified Publisher, you may interact with this service through your existing Brave Rewards publisher account.

4. How to Earn Referral Rewards.

The benefits that are available to you through the Program are based on the number of people who download the free Brave browser and become active users, subject to the Promotional Offer available at the time. Specifically, complete the following steps to be eligible to earn a referral reward (“Referral Reward”).

When you initially access the Referral Service, or from time to time thereafter at our discretion, we may provide you with, or you may request, a hyperlink, button, or code via email, social media, or your account that contains a unique referral link associated with your account (“Referral Link”);
Communicate your Referral Link and invite people to click on your Referral Link, download the Brave browser, and use the Brave browser in compliance with the Representations and Warranties set forth in Section 19© below (“Invitation”); and
Upon receipt of a “Qualifying Referral,” you will be eligible to receive a Referral Reward as set forth in a valid Promotional Offer. A “Qualifying Referral” occurs when an individual that either:

(a) does not currently have, and has never had, the Brave browser, or
(b) may be using the Brave browser on one platform, but does not have it on another platform,
(1) completes a download of the Brave browser; and
(2) uses the Brave browser actively (as defined by the promotion on the Brave website), unless otherwise expressly specified in the Promotional Offer.

We will determine in our sole discretion whether a Qualifying Referral has occurred and will distribute a Referral Reward upon verification.

The Referral Rewards available at a given time (if any) – including the number, amount, and other details and limitations – will be set forth in the Promotional Offer on the Brave website. Unless otherwise specified in the Promotional Offer, Referral Rewards will be made in the advertised amount of BAT, less any taxes or other amounts that Company is required by law to withhold. We reserve the right to investigate any fraudulent, suspicious, or inappropriate activity and are not required to pay a Referral Reward if we determine in our discretion that the referral is not bona fide or you have engaged in any fraudulent or deceitful behavior, including directly or indirectly offering any person financial or other incentive to complete a Qualifying Referral or using your Referral Link in a confusing or misleading manner. Pursuant to Section 6 of these Terms, you are responsible for all taxes associated with your Referral Rewards.

5. Referral Program Representations, Warranties and Covenants.

1. General Representations, Warranties and Covenants.

By participating in the Program, you represent, warrant and covenant that:

You will comply with all applicable laws, regulations, and regulatory guidance, including the Federal Trade Commission’s Endorsement Guides and the CAN-SPAM Act. For example, where it is not clear that your communication regarding the Program is advertising or otherwise promotional in nature, you must include a clear and prominent statement disclosing your paid relationship to Company (e.g., if you attempt to obtain referrals through webpages, blog posts, social media, or incentivize others to do so, you must ensure that your communication includes a clear and prominent disclosure that it is an advertisement, such as #paidreferral, or you may disclose in sentence form that you will receive referral compensation).
Your Invitation(s) and all communications in connection with the Program are:

(i) not untruthful, incomplete, unsupported, inaccurate or misleading;
(ii) reflect your honest opinions, beliefs, or experiences; and
(iii) are voluntary, meaning submitted in your sole discretion.

Your Invitation(s) and participation in the Program does not:

(i) violate any third-party rights, including copyrights, trademark rights, or rights of privacy and publicity;
(ii) include threats to any person, place, business, or group;
(iii) contain (in our sole judgement) obscene, offensive, or indecent content;
(iv) state or imply that Company in any way endorses the content on your site or channel;
(v) contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;
(vi) constitute an Investment Communication;
(vii) to the extent your messages depicts any individual or features the voice or other qualities of any individual, you are the individual pictured, heard, or otherwise featured in the Invitation;
(viii) the Invitation complies with all applicable social media platform terms of use, guidelines, if such Invitation is posted on social media; and
(ix) the Invitation complies with all requirements herein.

You will not send unsolicited bulk emails (spam) or engage in any other behaviors resembling spam, as determined at Company’s sole discretion.
You will not engage in any fraudulent, suspicious, or inappropriate activity relating to the Program. A failure to comply with these general representations, warranties and covenants will result in your termination from the Referral Program at Company’s discretion and you will receive no further Referral Rewards.

2. Utility Token Representations, Warranties and Covenants.

Consistent with the BAT’s status as a non-financial utility token, you represent, warrant and covenant that you will not engage in any messaging or communications that, in our sole discretion, tend to

(1) encourage the mistaken impression that BAT should be viewed as an investment; or
(2) encourage speculation on the potential market value of BAT.

Messages that discuss trading BAT for profit or otherwise treat the token as an investment will not be eligible for any rewards (“Investment Communications”). Further, if we discover that you are engaging in any Investment Communications in connection with the Referral Program, you agree and acknowledge that upon notice from us:

(i) your involvement with the Referral Program will be terminated immediately,
(ii) you will permanently delete all such Investment Communications, to the extent possible, and
(iii) you will cease and desist from making any other Investment Communications.

6. Taxes

You are responsible for determining what, if any, taxes apply to your participation in the Program, and for withholding, collecting, reporting and remitting the correct taxes, if any, to the appropriate tax authorities. Company is not responsible for withholding, collecting, reporting, or remitting any tax arising from your use of the Services. You agree to provide information reasonably requested by Company, including completed and signed tax forms, as applicable.

7. Account Information

We will collect Account Information from you in connection with your access to the Referral Service. We may use your Account Information for establishing your access to the service, determining your compliance with these Terms, and for facilitating associated rewards contributions.

We may share your Account Information as follows:

(a) with vendors, consultants and other service providers who need access to such information to carry out work on our behalf;
(b) in response to a request for information if we believe disclosure is in accordance with, or required by, any applicable law, regulation or legal process;
(c) if we believe your actions are inconsistent with these Terms or to protect the rights, property and safety of Company or others;
(d) in connection with, or during negotiations of, any merger, sale of Company assets, financing or acquisition of all or a portion of our business by another company;
(e) between and among Company and our current and future parents, affiliates, subsidiaries and other companies under common control and ownership; and
(f) otherwise, with your consent or at your direction.

We may also share aggregated or de-identified information, which cannot reasonably be used to identify you.

You acknowledge that we may obtain some Account Information from third parties such as Uphold, and you authorize us to use such Account Information in accordance with these Terms. We are not responsible for the collection, use or sharing of any information that you provide to third parties or that such third parties collect from you.

You must provide accurate Account Information and promptly update such Account Information if it changes. You may update or correct Account Information at any time by logging into your Publisher Account. If you wish to terminate your participation in the Program, you may do so according to Section 17, but note that we may retain certain information as permitted by law, regulation or court order.

8. Prohibited Conduct

While accessing or participating in our Program, you will not:

(a) violate any applicable law, contract, intellectual property or other third-party right or commit a tort;
(b) engage in, encourage or promote any activity that violates these Terms;
(c) attempt to circumvent any content-limiting techniques we employ;
(d) develop or use any non-Brave scripts or applications designed to scrape or extract data from the Services;
(e) interact with the Program in any manner that could interfere with, disrupt, negatively affect or inhibit other users from utilizing the Program or that could damage, disable, overburden or impair the functioning of the Program in any manner;
(f) use the Program for benchmarking purposes or for the purpose of developing a competitive product; or
(g) manipulate, or attempt to manipulate, the Program in any way (including, for purposes of illustration only, by making contributions of money, requests or other inducements to Brave Rewards Users to favor or disfavor certain publishers, or by making manipulative or fraudulent referrals.

In the course of using or participating in the Program, you must not:

(h) commit a criminal offense; violate any local, state, national, or international law; encourage others to do so; or provide instructions for doing so;
(i) infringe any patent, trademark, trade secret, copyright, or other similar exclusive or proprietary right protected by law; or
(j) distribute malicious software or malformed data which is intended to or has the effect of disrupting the operation of other computer systems.

Enforcement of this Section 8 is solely at Company’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 8 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

You acknowledge and agree that there are risks associated with accessing and using the Platform and receiving and holding BAT, as disclosed and explained in Exhibit C of the BAT Terms of Sale, available at https://basicattentiontoken.org/terms-and-conditions/. If you have any questions regarding these risks, please contact us at publishers@basicattentiontoken.org. By accessing or participating in the Program and receiving BAT as a Referral Reward, you expressly acknowledge and assume these risks.

10. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to:

(a) your access or participation in the Program, including your receipt of Referral Rewards,
(b) your responsibilities or obligations under these Terms,
(c) your violation of these Terms, or
(d) your violation of any rights of any other person or entity. Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 10. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.

11. Disclaimers

To the fullest extent permitted by applicable law and except as otherwise specified in writing by us:

(a) the Program is made available on an “as is” and “as available” basis without warranties of any kind;
(b) we expressly disclaim all implied warranties as to the Program, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;
(c) we do not represent or warrant that the Program is reliable, current or error-free, meet your requirements, or that defects in the services will be corrected; and
(d) we cannot and do not represent or warrant that the Program is free of malware or other harmful components.

12. Limitation of Liability

(a) To the fullest extent permitted by applicable law:

(i) in no event will Company or any of the Company Parties be liable to you for any indirect, special, incidental, consequential, or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable); and
(ii) in no event will the aggregate liability of Company and the Company Parties (individually or jointly), whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to the Program or these Terms exceed the total amount of BAT you have received as publisher contributions.

(b) The limitations set forth in Section 12(a) will not limit or exclude liability for the gross negligence, fraud or intentional, willful or reckless misconduct of Company.

(c) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.

13. Release

To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and Brave Verified Publishers, Brave Advertisers, Brave Rewards Users, Uphold or the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

14. Dispute Resolution; Arbitration

Please read the following section carefully because it contains additional provisions applicable only to individuals located, resident, or domiciled in the United States. If you are located, resident, or domiciled in the United States, this section requires you to arbitrate certain disputes and claims with Company and limits the manner in which you can seek relief from us.

1. Binding Arbitration.

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings arising from or related to the Program, including the Terms, the data we process in connection with the Program and our Publishers and Content Creators Privacy Policy (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, or small claims disputes in which you or Company seeks to bring an individual action in small claims court located in the county of your billing address, you and Company:

(i) waive your and Company’s respective rights to have any and all Disputes resolved in a court, and
(ii) waive your and Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

2. No Class Arbitrations, Class Actions or Representative Actions.

Any Dispute is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

3. Federal Arbitration Act

The enforceability of this Section 14 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

4. Notice; Informal Dispute Resolution

Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by e-mail to Company at publishers@basicattentiontoken.org. Notice to you shall be by email to the email address in your Publisher Account. Your notice must include

(i) your name, postal address, email address and telephone number,
(ii) a description in reasonable detail of the nature or basis of the Dispute, and
(iii) the specific relief that you are seeking.

If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14.1, file a claim in court.

5. Venue & Arbitrator

Any arbitration will occur in San Francisco County, California. Arbitration will be conducted confidentially by a single arbitrator in accordance with the Streamlined Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services (“JAMS Rules”), which are hereby incorporated by reference. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

6. Authority of Arbitrator; Exchange of Information; Fees and Costs

As limited by the FAA, these Terms and the applicable JAMS Rules, the arbitrator will have

(i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and
(ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. For any arbitration you initiate, you will pay the filing fee, and Company will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, Company will pay all JAMS fees and costs.

7. Rules of JAMS

The JAMS Rules and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either:

(i) acknowledge and agree that you have read and understand the JAMS Rules, or
(ii) waive your opportunity to read the JAMS Rules and any claim that the JAMS Rules are unfair or should not apply for any reason.

8. Severability of Dispute Resolution and Arbitration Provisions

If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable.

9. Opt Out

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the Terms by notifying Company via email at publishers@basicattentiontoken.org. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 14.

15. Governing Law and Venue

These Terms will be governed by and construed and enforced in accordance with the laws of the Cayman Islands, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out of relating to these Terms or its subject matter or formation (including non-contractual Disputes of claims) that is not subject to arbitration will be resolved in the courts of the Cayman Islands.

16. Changes to these Terms

We may make changes to these Terms from time to time. If we make changes, we will update the “Last Updated” date above, and inform you. Unless we notify you to the contrary, the amended Terms will be effective immediately and your continued access to or participation in the Program will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and participating in the Program.

17. Termination and Suspension

We reserve the right, without notice and in our sole discretion, to terminate or suspend your right to access or participate in the Program, with immediate effect. We are not responsible for any loss or harm related to your inability to access or participate in the Program.

You may terminate your participation in the Program at any time by providing notice to us at publishers@basicattentiontoken.org.

18. Severability

If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

19. Miscellaneous

These Terms, and any Promotional Offers incorporated by reference, constitute the entire agreement between you and us relating to your access to or participation in the Program, and supersede any prior agreements with Company or its affiliates, express or implied, relating to the Program. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. You may not assign your rights and obligations under these Terms without our express written consent. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Your access to or participation in the Program does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, may be provided in electronic form.