Career Passport Terms of Use

Effective date: June 11, 2026

Welcome to Career Passport. Please read these Terms of Use carefully. These Terms explain the rules and restrictions that govern your use of the Career Passport mobile application, wallet features, websites, support services, and related services that link to these Terms (collectively, the “Services”).

If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at:

Email: hello@spruceid.com
Address: Spruce Systems, Inc. dba SpruceID, 228 Park Avenue S #28788, New York, NY 10003

These Terms of Use are a binding contract between you and Spruce Systems, Inc. dba SpruceID (“SpruceID,” “Spruce,” “we,” “us,” or “our”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use or access the Services.

These Terms include the provisions in this document and our Privacy Policy. Your use of or participation in certain Services may also be subject to additional policies, rules, notices, or conditions (“Additional Terms”), which are incorporated into these Terms by reference. If Additional Terms apply to a particular feature or service, we will make them available to you.

Please note that these Terms include important information about changes to the Services, limitations of liability, dispute resolution, arbitration, and a class action waiver.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: Except for certain types of disputes described in the Arbitration Agreement section below, you agree that disputes between you and Spruce will be resolved by binding, individual arbitration, and you waive your right to participate in a class action lawsuit or class-wide arbitration.

What is Career Passport?

Career Passport is designed to help California residents receive, store, manage, and share digital credentials related to education, skills, training, licenses, employment, achievements, and other career-related records.

The Services may allow you to receive credentials from participating issuers, store credentials in a digital wallet, view credential information, and share credentials or selected credential information with employers, schools, licensing bodies, workforce organizations, public agencies, or other verifiers.

Career Passport is designed around user control. You decide whether to accept a credential, keep it, delete it, or share it. Spruce does not maintain a centralized repository of your credentials, does not sell your personal information, and does not store your private cryptographic keys in a way that allows Spruce to independently present credentials on your behalf.

Will these Terms ever change?

We are constantly trying to improve the Services, so these Terms may need to change along with the Services. We reserve the right to change these Terms at any time. If we make changes, we will notify you by posting the updated Terms, updating the effective date, providing notice in the Services, or using another reasonable method.

If you do not agree with the updated Terms, you must stop using the Services. If you use the Services after updated Terms become effective, that means you agree to the updated Terms.

Except for changes made by us as described above, no other amendment or modification of these Terms will be effective unless it is in writing and signed by both you and us.

What about my privacy?

Spruce takes privacy seriously. Please review our Career Passport Privacy Policy to understand how we collect, use, disclose, and protect information in connection with the Services.

The Services are designed to support user-controlled credentials. This means you decide whether to accept or share credentials, and Spruce does not use your credential contents for advertising or behavioral profiling.

Children’s and Minors’ Use

The Services are not directed to children under the age of 13. We do not knowingly collect personal information from children under 13 without appropriate consent.

Career Passport may be used by students, learners, job seekers, or other California residents, including users who are under 18, when made available through a participating school, educational institution, public agency, workforce organization, credential issuer, or other authorized program partner.

You represent and warrant that you are either:
(a) old enough to form a binding contract with Spruce; or
(b) using the Services with the permission of your parent or legal guardian, and your parent or legal guardian has agreed to these Terms on your behalf.

If you are a parent or legal guardian and you permit a minor to use the Services, you agree to these Terms on behalf of the minor and are responsible for the minor’s use of the Services.

What are the basics of using Career Passport?

You may use the Services only for lawful purposes and only in accordance with these Terms.

You agree to use the Services only for your own personal, educational, workforce, licensing, or career-related purposes, and not for any unlawful, fraudulent, deceptive, harmful, or unauthorized purpose.

You are responsible for maintaining the security of your device, account, passcode, biometric access, recovery materials, and any other authentication method you use with the Services. If you lose access to your device, account, credentials, or recovery materials, Spruce may not be able to restore access unless a recovery or reissuance feature is available and supported by the relevant issuer.

You are responsible for ensuring that any information you provide through the Services is accurate, complete, and lawful.

What are digital credentials?

Digital credentials are electronic records issued by a participating issuer. An issuer may be a school, educational institution, workforce organization, licensing body, public agency, training provider, employer, or other organization that issues a credential.

A credential may include information such as your name, school, program, degree, certificate, training completion, skills, competencies, license status, employment-related record, issue date, expiration date, or other information determined by the issuer.

Spruce provides the wallet technology that helps you receive, store, and share credentials. Spruce does not create, control, or guarantee the accuracy of credential information issued by third-party issuers.

If you believe a credential is inaccurate, incomplete, outdated, or improperly issued, you should contact the issuer. Spruce may not be able to modify or correct credential contents unless authorized and technically supported by the issuer.

How does credential sharing work?

The Services may allow you to share credentials or selected credential information with verifiers. A verifier may be an employer, school, licensing body, public agency, workforce organization, service provider, or other third party that asks you to present a credential.

You are responsible for deciding whether to share a credential. Before you share, the Services are designed to show you what information is being requested, so you can approve or decline the request.

Where supported by the credential format and verifier request, the Services may support selective disclosure, which allows you to share only certain information from a credential rather than the full credential. Some credential types, issuer configurations, or verifier requests may not support selective disclosure. In those cases, sharing may require disclosure of the full credential or a larger set of information.

Once you share information with a verifier, Spruce does not control how the verifier uses that information. You should only share credentials with verifiers you trust and should review any terms or privacy notices provided by the verifier.

Spruce is not responsible for decisions made by employers, schools, licensing bodies, public agencies, workforce organizations, or other third parties based on credentials or information you share.

Are there restrictions on how I can use the Services?

You represent, warrant, and agree that you will not use or interact with the Services in a manner that:

(a) infringes or violates the intellectual property rights, privacy rights, publicity rights, contractual rights, or any other rights of anyone else, including Spruce;

(b) violates any law or regulation, including privacy laws, education records laws, employment laws, anti-discrimination laws, export control laws, or any other applicable law;

(c) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, abusive, or otherwise objectionable;

(d) impersonates any person or entity, misrepresents your identity, or falsely suggests that you are affiliated with another person or organization;

(e) attempts to obtain another user’s account, password, credentials, private keys, recovery materials, or other security information;

(f) attempts to access, use, alter, damage, disrupt, or interfere with the Services, systems, networks, credentials, accounts, or data without authorization;

(g) attempts to forge, tamper with, alter, misuse, or misrepresent any credential or credential presentation;

(h) uses credentials or credential information for unlawful discrimination, harassment, surveillance, profiling, or eligibility determinations in violation of applicable law;

(i) runs spam, bots, scrapers, crawlers, automated scripts, or other automated processes that interfere with the proper operation of the Services;

(j) places an unreasonable load on the Services or infrastructure;

(k) copies, stores, aggregates, or resells significant portions of the Services, software, or content except as expressly permitted by these Terms;

(l) decompiles, reverse engineers, disassembles, or otherwise attempts to obtain the source code, underlying ideas, protocols, or technical information of or relating to the Services, except to the extent such restriction is prohibited by applicable law; or

(m) uses the Services for any purpose not reasonably intended by Spruce.

A violation of any of the foregoing is grounds for suspension or termination of your right to use or access the Services.

What are my rights in the Services?

The Services, including software, interfaces, text, graphics, designs, logos, trademarks, service marks, documentation, data, and other materials made available by Spruce, are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

Subject to these Terms, Spruce grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your personal, educational, workforce, licensing, or career-related purposes.

You may not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit any part of the Services except as expressly permitted by these Terms or with our prior written consent.

Spruce and its licensors retain all rights, title, and interest in and to the Services, including all intellectual property rights.

What are my rights in my credentials and content?

For the purposes of these Terms, “Your Content” means information, credentials, records, images, data, messages, or other content that you submit to, store in, receive through, or share using the Services.

As between you and Spruce, you retain your rights in Your Content. These Terms do not give Spruce ownership of Your Content.

You grant Spruce a limited license to process Your Content only as necessary to provide, operate, secure, troubleshoot, support, and improve the Services; to complete actions you request; to comply with law; and as otherwise described in our Privacy Policy.

You represent and warrant that you have all rights necessary to provide or use Your Content in connection with the Services and that Your Content and your use of the Services do not violate these Terms or applicable law.

Who is responsible for credentials, issuers, and verifiers?

Issuers are responsible for the credentials they issue, including the accuracy, completeness, legality, and appropriateness of credential contents.

Verifiers are responsible for their credential requests, their use of information they receive, and any decisions they make based on credentials or credential information.

Spruce provides technology that helps users receive, store, manage, and share credentials. Spruce does not control issuers, verifiers, employers, schools, licensing bodies, public agencies, workforce organizations, or other third parties. Spruce is not responsible for the acts, omissions, decisions, policies, or practices of any issuer, verifier, or other third party.

You acknowledge that credential acceptance, recognition, or use may vary by issuer, verifier, program, institution, employer, agency, jurisdiction, credential type, technical standard, and applicable law. Spruce does not guarantee that any credential will be accepted, recognized, or relied upon by any third party.

Credential storage, keys, and recovery

The Services are designed to help you store and use credentials in a user-controlled wallet. You are responsible for maintaining access to your device, account, credentials, keys, passcodes, authentication methods, and recovery materials.

Spruce does not store your private cryptographic keys in a way that allows Spruce to independently present credentials on your behalf. If you lose access to your device, account, credentials, keys, or recovery materials, Spruce may not be able to recover them.

Some credentials may be recoverable through reissuance by the original issuer or through recovery features if those features are available. Spruce does not guarantee that any credential can be recovered, reissued, or restored.

Third-party services and links

The Services may contain links or connections to third-party websites, services, issuers, verifiers, identity providers, app stores, or other third-party resources that are not owned or controlled by Spruce.

When you access third-party websites or use third-party services, you accept that there are risks in doing so. Spruce does not control and is not responsible for the content, accuracy, privacy practices, security practices, terms, or policies of any third party.

Your interactions with third parties, including issuers, verifiers, employers, schools, licensing bodies, workforce organizations, public agencies, or service providers, are solely between you and those third parties. You should review the terms and privacy policies of third parties before interacting with them or sharing information.

Will Spruce ever change the Services?

We are always trying to improve the Services, so they may change over time. We may add, remove, suspend, discontinue, or modify any part of the Services. We may introduce new features, impose limits on certain features, or restrict access to parts or all of the Services.

We will try to provide notice when we make a material change that adversely affects your use of the Services, but this may not always be practical.

We may also suspend or remove access to any credential, feature, account, or content if we believe it violates these Terms, poses a security risk, violates law, infringes third-party rights, or could harm users, Spruce, program partners, issuers, verifiers, or the Services.

Do the Services cost anything?

The Services are currently provided to users without charge. We reserve the right to charge for certain features or Services in the future. If we introduce fees for features you are then using, we will provide notice before those fees apply.

Third parties, including mobile carriers, internet providers, app stores, issuers, verifiers, or other service providers, may charge their own fees. Spruce is not responsible for third-party fees.

What if I want to stop using the Services?

You may stop using the Services at any time. You may delete the App from your device and, where available, delete credentials or local activity history from the App.

Deleting the App or deleting a credential from your wallet may not delete records maintained by the original issuer, a verifier you previously shared information with, or another third party. Please review our Privacy Policy for more information about data retention and your privacy rights.

Spruce may suspend or terminate your access to the Services at any time, including if we believe you have violated these Terms, created risk or possible legal exposure for Spruce, or used the Services in a way that may harm the Services, users, program partners, issuers, verifiers, or third parties.

Provisions that by their nature should survive termination will survive termination, including ownership provisions, warranty disclaimers, limitations of liability, indemnity obligations, and dispute resolution terms.

Warranty disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPRUCE AND ITS LICENSORS, SUPPLIERS, PARTNERS, PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, REPRESENTATIVES, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “SPRUCE PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

THE SPRUCE PARTIES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, COMPLETE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION.

THE SPRUCE PARTIES DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, LEGALITY, VALIDITY, ACCEPTANCE, OR USEFULNESS OF ANY CREDENTIAL, CREDENTIAL CONTENT, ISSUER INFORMATION, VERIFIER REQUEST, OR THIRD-PARTY CONTENT.

THE SPRUCE PARTIES DO NOT MAKE EMPLOYMENT, EDUCATION, LICENSING, BENEFITS, ELIGIBILITY, ADMISSIONS, OR OTHER DECISIONS BASED ON YOUR CREDENTIALS, AND ARE NOT RESPONSIBLE FOR DECISIONS MADE BY ISSUERS, VERIFIERS, EMPLOYERS, SCHOOLS, PUBLIC AGENCIES, WORKFORCE ORGANIZATIONS, LICENSING BODIES, OR OTHER THIRD PARTIES.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING TORT, CONTRACT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, SHALL ANY OF THE SPRUCE PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR:

(a) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND;

(b) LOST PROFITS, LOST OPPORTUNITIES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, WORK STOPPAGE, ACCURACY OF RESULTS, DEVICE FAILURE, COMPUTER FAILURE, OR MALFUNCTION;

(d) ANY DAMAGES ARISING FROM A CREDENTIAL BEING INACCURATE, INCOMPLETE, OUTDATED, REJECTED, UNAVAILABLE, UNRECOVERABLE, OR NOT ACCEPTED BY A THIRD PARTY;

(e) ANY DECISION MADE BY AN ISSUER, VERIFIER, EMPLOYER, SCHOOL, PUBLIC AGENCY, WORKFORCE ORGANIZATION, LICENSING BODY, OR OTHER THIRD PARTY;

(f) ANY MATTER BEYOND OUR REASONABLE CONTROL; OR

(g) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnity

You agree to indemnify, defend, and hold harmless the Spruce Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to:

(a) your use or misuse of the Services;

(b) your violation of these Terms;

(d) your violation of any law, regulation, or third-party right; or

(e) your interactions with issuers, verifiers, employers, schools, public agencies, workforce organizations, licensing bodies, or other third parties.

If a claim arises, we will attempt to provide notice to the contact information we have for you, but failure to provide notice will not eliminate or reduce your indemnification obligations.

Assignment

You may not assign, delegate, or transfer these Terms or your rights or obligations under these Terms without Spruce’s prior written consent. Spruce may assign, delegate, or transfer these Terms and our rights and obligations without your consent.

Choice of law

These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to conflict of law rules.

Arbitration Agreement

Please read this Arbitration Agreement carefully. It requires you to arbitrate certain disputes and claims with Spruce and limits the manner in which you can seek relief from Spruce.

Both you and Spruce acknowledge and agree that, for purposes of any dispute arising out of or relating to these Terms or the Services, Spruce’s officers, directors, employees, and independent contractors are third-party beneficiaries of these Terms and may enforce these Terms.

Arbitration rules and applicability

The parties will use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to these Terms or the Services through good-faith negotiations, which shall be a precondition to either party initiating arbitration.

If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York County, New York, in English, in accordance with the JAMS Streamlined Arbitration Rules and Procedures then in effect, by one commercial arbitrator with substantial experience resolving commercial contract and technology disputes.

Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Costs of arbitration

The JAMS rules will govern payment of arbitration fees. Spruce will pay all arbitration fees for claims less than seventy-five thousand dollars ($75,000), unless the arbitrator determines that your claim is frivolous. Spruce will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

Small claims court and intellectual property claims

Either you or Spruce may assert claims, if they qualify, in small claims court in New York County, New York, or in the United States county where you live or work.

Notwithstanding the obligation to arbitrate disputes, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Waiver of jury trial

YOU AND SPRUCE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL BEFORE A JUDGE OR JURY. You and Spruce are instead choosing to have claims and disputes resolved by arbitration, except as expressly provided in this Arbitration Agreement.

Waiver of class or consolidated actions

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH CLAIMS OF ANY OTHER USER.

If this waiver of class, collective, representative, or consolidated actions is found to be invalid or unenforceable, then neither you nor Spruce is entitled to arbitration, and all claims and disputes will be resolved in court as set forth below.

Opt out

You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to the following address:

Spruce Systems, Inc. dba SpruceID
228 Park Avenue S #28788
New York, NY 10003

Your opt-out notice must be postmarked within thirty (30) days of first accepting these Terms and must include your name, residence address, and a clear statement that you want to opt out of the Arbitration Agreement in these Terms.

Exclusive venue

If you opt out of arbitration, or in any circumstances where this Arbitration Agreement permits either you or Spruce to litigate a dispute in court, both you and Spruce agree that any judicial proceeding, other than small claims actions, will be brought in the state or federal courts located in New York County, New York.

Severability

If the prohibition against class, collective, representative, or consolidated actions is found to be unenforceable, then this entire Arbitration Agreement will be null and void. Otherwise, if any part of this Arbitration Agreement is found to be invalid or unenforceable, the remaining parts will remain in effect.

This Arbitration Agreement will survive termination of your relationship with Spruce.

California Civil Code Section 1542 waiver

If you have a dispute with one or more users, issuers, verifiers, employers, schools, public agencies, workforce organizations, licensing bodies, or other third parties, you release Spruce and the Spruce Parties from claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or relating to such disputes or the Services.

You expressly waive California Civil Code Section 1542, which provides:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Miscellaneous

You are responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, if any. Spruce may, in its sole discretion, do any of the foregoing on your behalf or for itself as it determines appropriate.

The failure of either you or Spruce to exercise any right under these Terms will not be deemed a waiver of any further rights. 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 otherwise remain in full force and effect and enforceable.

You and Spruce agree that these Terms, together with the Privacy Policy and any applicable Additional Terms, are the complete and exclusive statement of the mutual understanding between you and Spruce regarding the Services. These Terms supersede and replace all previous written and oral agreements, communications, and understandings relating to the Services.

You acknowledge and agree that you are not an employee, agent, partner, or joint venture of Spruce, and you do not have any authority to bind Spruce in any respect.

Except as expressly stated in the Arbitration Agreement section, you and Spruce agree that there are no third-party beneficiaries intended under these Terms.