SPRUCE INTERIOR LLC
Last Revised on May 28, 2021
Services This ToU Covers
Spruce is an interior design firm that offers interior design services, and an online shop whereby you can purchase interior items and furnishings from other third-party websites. This ToU applies to our online services, including our website www.spruceinterior.com, online shop, social media accounts, and any future online services we develop. Please note that our interior design services are controlled by separate service agreements provided to you upon engaging us for such services.
Services This ToU Doesn’t Cover
Acceptance of ToU
We know these ToU’s can be tedious to get through. However, by accessing our online services, it is understood that you agree to comply and be legally bound by the terms set out in this ToU, which is why you really should stick it out and read the whole thing.
Changes to Terms
From time to time, we may need to make changes to this ToU and may do so at any time. The date at the top of this ToU represents when this ToU was last revised. It is important to check this ToU from time to time to ensure that you are all caught up to date. By continuing to access or use our services after a change has occurred, you agree to be bound by our updated ToU.
Conditions Before You Access Our Online Services
Our online services are not targeted or intended to be used by people under the age of 18. All children between the ages of 13 – 17 must have permission from their parent or guardian before accessing our online services. If you live outside of the United States, your country may apply stricter age limits. In some cases, even if you are older than 13, you may not be legally allowed to access our services regardless of having parental permission. Additionally, you must be authorized to use our services and enter into this ToU if you are acting on behalf of a company.
Online Shop Purchases
All purchases made through our online shop are processed directly through the online third-party vendor. As such we cannot and do not guarantee quality, warranties, pricing, or availability of items that we feature on our online shop. We are not responsible for any purchases made using our online shop.
General Intellectual Property and Grant of License to Use Online Services
Our online services contain content, such as the “Spruce” name and logo, our website design, and our website code, and photos that are protected by copyright, trademark, patent, trade secret, and other laws. We own and retain all rights in such content. We may also use some open source and licensed third-party content in our online services, such as fonts and graphics. We do not make any claim of ownership to this content, and no user is permitted to use third-party content in a way that violates third-party licensing agreements. Spruce does not grant or transfer any other rights, title, or interest to you other than the following limited license: Spruce grants to you a limited, non-exclusive, non-transferable, revocable license to access and use Spruce’s online services for non-commercial personal purposes only. Spruce reserves the right to terminate this license at any time if your use of our online services is not in strict compliance with this ToU.
You grant to Spruce a perpetual, worldwide, payment-free, irrevocable license to use, repost, republish and share any public reviews, posts, or commentary posted on any third-party platform (including Instagram, Facebook and Google Reviews) that you make about Spruce for our publicity and marketing purposes.
Spruce respect’s the intellectual property rights of others. Our policy is to respond to and investigate any claim that content used in connection with our services infringe on the copyright or other intellectual property rights of any person or entity. If you are a copyright owner or an authorized agent of a copyright owner, and you believe that content on our services infringes on another copyrighted work, please submit your claim via email to email@example.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged infringement. In accordance with 17 U.S.C. 512(c)(3) of the Digital Millennium Copyright Act (DMCA), your claim must include:
An electronic or physical signature of the copyright owner or the person authorized to act on behalf of the copyright owner;
A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
Identification of the URL or other specific location on our services where the material that you claim is infringing is located;
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 owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized agent permitted to act on the copyright owner’s behalf.
Please be aware that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims relating to content that you report as being allegedly infringing in nature.
Representations and Warranties
Spruce’s Representations and Warranties:
SPRUCE’S SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” SPRUCE MAY USE REASONABLE EFFORTS TO CORRECT ERRORS AND OMISSIONS IN OUR SERVICES. HOWEVER, SPRUCE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT THAT THE LAW OF THE JURISDICTION PERMITS. SPRUCE DOES NOT WARRANT THAT USE OF SPRUCE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT DATA WILL NOT BE LOST. SPRUCE IS NOT RESPONSIBLE FOR ENSURING THAT YOU COMPLY WITH ALL OF OUR TERMS AND CONDITIONS AND WILL NOT BE LIABLE FOR ANY ACTIONS THAT RESULT FROM YOUR NON-COMPLIANCE.
User Representations and Warranties:
By using Spruce’s services, you represent and warrant that:
You are free to enter into and comply with this ToU and are not under any disability, restriction, or prohibition, contractual or otherwise, that prevents you from entering into this ToU;
You will provide accurate and truthful information regarding your personal identification and will not use any other person’s information;
You have read and agree to this ToU and will not use Spruce’s services for any fraudulent or inappropriate purpose or in a way that violates these terms and conditions;
You will not try to reverse engineer our site or software to circumvent access to our services;
You will not circumvent or hack any technology used by Spruce to protect our services and our users;
You will not transmit any worms or viruses or any code of a destructive nature; and
You will not copy or fraudulently reproduce Spruce’s content or violate our intellectual property rights.
Limitation of Liability
IN NO EVENT WILL SPRUCE BE LIABLE FOR YOUR FAILURE TO PROVIDE ACCURATE OR COMPLETE INFORMATION, YOUR FAILURE TO KEEP PERSONAL INFORMATION CONFIDENTIAL, OR YOUR FAILURE TO COMPLY WITH ANY OTHER LAWS. SPRUCE WILL ALSO NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, CHANGES TO THE SERVICES OR PLATFORM, TEMPORARY OR PERMANENT SUSPENSION OF SERVICES, DAMAGE TO COMPUTER OR HARDWARE, SECURITY BREACHES, INTERRUPTION OF BUSINESS, LOST PROFITS, BREACH OF A THIRD-PARTY CONTRACT, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER RESULTING FROM AN ACTION UNDER CONTRACT, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SPRUCE UNDER THIS TOU EXCEED THE AMOUNT (IF ANY) PAID BY YOU TO SPRUCE FOR OUR SERVICES. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY ABOVE, SPRUCE’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE JURISDICTION. YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK AND HAVE BEEN REACHED DUE TO FUNDAMENTAL BARGAINING BETWEEN YOU AND SPRUCE.
You agree to indemnify and hold Spruce harmless from any and all claims, losses, liability, damages, expenses, and costs (including attorney fees, mediation, arbitration, and court costs) resulting from any breach by you of this ToU and any activity related to your engagement with our online services.
Privacy, Cookies, and Data Protection
Spruce’s services are controlled, operated, and administered from our offices within the United States of America and are not intended to be subject to the laws or jurisdiction of any country outside of the United States of America. WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES ARE APPROPRIATE, LEGAL, OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES OF AMERICA. Those who choose to access Spruce outside of the United States of America do so on their own initiative and assume all risks associated with such access, including but not limited to any compliance with their particular jurisdictions’ laws and regulations and any United States export controls. We reserve the right to limit our services, in whole or in part, to any geographic location or jurisdiction we choose.
THIS SECTION OF OUR TERMS AND CONDITIONS SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND YOUR RIGHT TO BE PART OF A CLASS ACTION. PLEASE ENSURE THAT YOU READ THIS SECTION CAREFULLY AND FULLY UNDERSTAND THIS SECTION BEFORE USING AND ACCESSING OUR SERVICES. THIS SECTION WILL SURVIVE TERMINATION OF THIS TOU AND TERMINATION OR EXPIRATION OF ANY SERVICES PROVIDED BY SPRUCE.
Letting Us Know About Complaints:
At Spruce, we hope that we can work out any complaints or differences that we may have with you respectfully and calmly. If you have any concerns about Spruce's services, please reach out to Spruce to let us know. If we cannot work out our differences together, then the following mandatory binding arbitration will apply to resolve the dispute.
Mandatory Binding Arbitration:
If any controversy or claim arising out of, or relating to services provided under this ToU, cannot be amicably resolved, such controversy or claim will be determined by binding arbitration rather than in a court of law. Except that mandatory binding arbitration will not apply with respect to any claims relating to infringement or misuse of intellectual property or any legal dispute that falls into the jurisdiction of a small claim court and would be more efficiently and cost-effectively resolved in a small claims court.
The binding arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes of the American Arbitration Association (the “AAA”) and administered by the AAA in Charleston County, South Carolina. Arbitration must be commenced by filing a demand for arbitration with the AAA within one (1) year after the claim occurs or within one (1) year of the party asserting the claim becoming reasonably aware of the act or omission giving rise to the claim. If applicable law prohibits a one-year statute of limitations for asserting claims, claims must be asserted within the shortest period of time permitted by the applicable law. Except for attorney fees, all other costs associated with the arbitration will be shared equally between the parties, except where the AAA Rules provide otherwise. If an arbitrator determines a claim against Spruce to be frivolous or an opinion is found in our favor by the arbitrators, you agree to reimburse Spruce for all reasonable fees associated with the arbitration, including attorneys’ fees and arbitration costs.
Class Action Waiver:
You agree to waive any right to participate in a class or representative action or proceeding and warrant that any claims brought against Spruce will be initiated only in your individual capacity. Any relief awarded by an arbitrator or otherwise will not affect other users of Spruce’s services.
You are not entitled to assign this ToU, in whole or in part, to another person, without the prior written consent of Spruce. Spruce reserves the right to assign this ToU, in whole or in part, to any third party at any time without notice, including but not limited to any individual or entity acquiring all or substantially all of the Spruce business or assets.
Survival of Terms Beyond Termination
All provisions in this ToU that specifically state or logically ought to survive the termination of this ToU, or the termination of a user’s account, will survive such termination, including but not limited to payment obligations, intellectual property rights, warranties, indemnities, and limitation on liability clauses.
Waiver and Severability
No waiver by Spruce of any term or condition in this ToU will be deemed or construed to be a waiver of such term or condition in the future, or of any preceding or subsequent breach of the same or any other term or condition of this ToU or any other agreement. If any term or condition in this ToU is declared to be invalid, illegal, or unenforceable, for any reason, the remainder of the provisions will remain in effect and will be enforceable to the fullest extent possible.
Applicable Law and Jurisdiction