Safe Wallet Terms of Service
Introduction
Effective date: October 16, 2025
Welcome to Safe! We’re glad you’re here. If you’re not an expert in legalese, here’s a quick summary of these Terms of Service. Safe helps you securely store and organize your important documents on your own device. You own your Content; we only use it to make the App work. We don’t sell your Content. The App is free today, and if that changes we’ll give you plenty of notice. If you decide to stop using Safe, you can delete your Content anytime. For more details, read on!
These Terms of Service (these “Terms”) describe your rights and responsibilities when using our proprietary Safe Wallet application (collectively, the “App”). The App helps you store images of your sensitive documents, enabling you to keep those documents organized and readily available when you need them. We may update the App over time to include additional features and functionality. Please read these Terms carefully; if you don’t agree to be bound by these Terms, you aren’t allowed to access or use the App.
1. Things You Should Know
1.1 These Terms Form a Binding Contract
Unless the parties have mutually executed a different agreement covering your use of the App, these Terms form a binding contract between Customer and SpruceID. “We,” “our,” and “us” refers to Spruce Systems, Inc. dba SpruceID, while “Customer” or “you” refers to you. The “Effective Date” of these Terms is the date that you first access or use any part of the App.
1.2 These Terms Contain an Arbitration Provision
These Terms contain an arbitration provision (see Section 10, below). Please review the arbitration provision carefully, since it affects your rights. By using the App or any part of it, you understand and agree to be bound by the arbitration provision.
1.3. Making Your Purchasing Decisions
We may share information about our future product plans with you, because we want to get product feedback from you early and often. Our public statements about those product plans are only an expression of intent – please do not rely on them when using the App, or when deciding whether to make a purchase on the App. If you decide to use the App, that decision should be based on the services, functionality and features we have available today, and not on the delivery of any functionality or features that may be available in the future.
1.4 Beta Products
Occasionally, we may beta test new features or functionality. These may be identified as “beta,” “pre-release,” or “early access,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time, so we make them available “as is,” without warranty of any kind, express or implied. Should you encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running beta programs is to iron out issues before making a new feature or function widely available.
1.5 We Want Your Feedback
The more suggestions our customers make, the better the App becomes. If you send us any feedback or suggestions regarding the App, there is a chance we will use them, so you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose, without any obligation or compensation to you or your personnel.
1.6 We Can Modify These Terms
We reserve the right to change or modify these Terms, or any of our other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, among other things, sending you an email, posting a notice on the App itself, or by posting the revised Terms on our website and revising the date at the top of these Terms. Any changes or modifications will be effective after we provide notice that these Terms have been modified. You acknowledge that your continued use of the App following such notice constitutes your acceptance of the modified Terms.
1.7 We Can Also Modify the App
We reserve the right — at any time, and without notice or liability to you — to modify the App, or any part of it, temporarily or permanently. We may modify the App for a variety of reasons, including, among other things, adding new features or services, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.
1.8 You Must Be Over 18 to Use the App
You represent and warrant that you are fully able and competent to accept and comply with these Terms. By accessing or using the App (or any part of it), you represent and warrant that you are of legal age in your jurisdiction as required to access and use the Service. You affirm that you are over the age of 18, as the App is not intended for anyone under the age of 18. You understand and agree that you are solely responsible for ensuring compliance with the laws of your jurisdiction, and acknowledge that we are not liable for your compliance (or non-compliance) with such laws.
2. Accessing and Using the App
2.1 Subscription
The App is currently free to use; however, we reserve the right to begin charging to use the App. If we do start charging to use the App, we’ll give you plenty of notice (at least 30 days) to decide whether you want to pay for a subscription to use the App; or, if a free version will still be available, to continue using the free version.
2.2 Access Grant
Subject to your continued compliance with these Terms, SpruceID grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the App, solely for your own personal use.
2.3 Restrictions
Except as expressly authorized by these Terms, you may not: (a) modify, disclose, alter, translate or create derivative works of the App; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the App (or any part of it); (c) offer any part of the App on a timeshare or service bureau basis; (d) allow or permit any third party (other than yourself or your immediate family) to access or use the App; (e) use the App to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (f) use the App to build a competitive product or service, or to copy any features or functions of the App (including, without limitation, the look-and-feel of the App); (g) interfere with or disrupt the integrity or performance of the App; (h) remove, alter or obscure any proprietary notices in or on the App, including copyright notices; (i) use the App for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in your jurisdiction; (j) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the App or any software, documentation, or data relating to the App, except to the limited extent that applicable law prohibits such a restriction; (k) use any content available on or via the App (including any caption information, keywords, or other metadata) for any machine learning and/or artificial intelligence training or development purposes, or for any technologies designed or intended for the identification of natural persons; or (l) cause or permit any third party to do any of the foregoing.
2.4 Definition of Content.
For the purposes of these Terms, “Content” means any data, images, or other content that you either: (i) publish, upload to, or use in conjunction with the App; (ii) make available in conjunction with the App, or (iii) allow the App to access.
2.5 You Are Responsible for Your Content
You acknowledge and agree that you are entirely responsible for your Content, and for any harm or liability resulting from or arising out of that Content. Your responsibility applies whether or not you were the original creator or owner of the Content.
By making Content available to the App, you represent and warrant that: (a) the Content belongs to you, and not to any third party; (b) the Content does not and will not infringe, violate or misappropriate the intellectual property rights of any third party; (c) you have obtained all rights and permissions necessary to provide us with access to the Content, and to use the Content to provide services to you through the App; (d) SpruceID’s use of the Content for the purpose of providing services to you through the App does not and will not (i) violate any applicable laws or regulations, or (ii) infringe, violate, or misappropriate the intellectual property rights of any third party; and (e) the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive code.
2.6 You Grant Us a License to Use Your Content to Provide Services to you Through the App
By making Content available to the App, you grant SpruceID a worldwide, royalty-free, and non-exclusive license to copy, modify, and use the Content for the purpose of providing the App and its related services to you.
2.7 If You Connect to the App via a Third-Party Service
By connecting to the App via any third-party service, you grant us permission to access and use your information from that service, as permitted by that service, and to store your login credentials and/or access tokens for that service.
2.8 Third Party Vendors
You understand that we may work with third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the App. We do not control the acts or omissions of those third-party vendors or hosting partners. With that in mind, you agree that, except to the limited extent required by law, we are not and will not be liable or responsible for the acts or omissions of any third-party vendors or hosting partners we engage to help make the App available to you.
2.9 Registration
You may be required to provide accurate, current and complete information about you as part of the registration process that enables you to access the App (“Registration Data”). You agree: (a) to maintain the security of your password(s) that you use to access the App; (b) to maintain and promptly update your Registration Data (as well as any other information you provide to us) and to keep it accurate, current and complete; (c) to accept all risks of unauthorized access to your Registration Data, and any other information you provide to us, via your account(s) or password(s); (d) that you are responsible for maintaining the security of your account and safeguarding your password(s); and (e) that you will be fully responsible for any activities or transactions that take place using your account(s) or password(s).
2.10 Privacy Policy
Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of the App. By using the App, you consent to our collection, use, and disclosure of information as set forth in our Privacy Policy, as we may update it from time to time.
3. Payment Obligations
3.1 Payment Terms
The App is currently free to use; however, we reserve the right to begin charging to use the App. If we do start charging to use the App: (i) fees due for your use of the App will be payable in such amounts and at such times as are set forth in the App; and (ii) you may need to provide us with your credit card details in order to access and use the App. If you give us your credit card details, you agree that we can automatically charge your credit card for all amounts owed each month. By providing us (or our designated payment processing provider) with your credit card information, you agree: (a) that you have the right to provide that information to us; (b) that we are authorized to charge that card for all fees due to us hereunder, and that no additional notice or consent is required; and (c) that you will keep your credit card information up to date. To the extent that we begin charging for use of the App, any payment obligations are non-cancelable and any fees paid are non-refundable. To the extent that payment is required, all fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for those taxes based on our net income. To the extent that payments are owed, you agree to make all payments in U.S. Dollars.
3.2 Interest on Late Payments
The App is currently free to use; however, we reserve the right to begin charging to use the App. If we do start charging to use the App, interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date the amount is due until the date the amount is paid in full. If you are late in paying us, you also agree that, in addition to our rights to suspend your access to the App, terminate your account(s), and/or pursue any other rights or remedies available to us at law or in equity, you are responsible to reimburse us for any costs that we incur while attempting to collect such late payments.
4. Ownership and Proprietary Rights
4.1 The Things You Own, and the Things We Own
As between us, you own your Content, and all related intellectual property rights.
We own and will continue to own the App, including all related intellectual property rights. All of our rights not expressly granted by this license are hereby retained.
4.2 Usage Data
You acknowledge and agree that we may gather and utilize aggregated information concerning your use of the App for the purpose of monitoring and improving the App generally, provided that (a) such information does not include your Content; and (b) such information does not identify you.
4.3 Aggregated or Anonymized Data
You acknowledge that we have the right to collect, use and share data that has been aggregated or anonymized (so that it does not directly or indirectly identify you) for the purpose of developing new services and features, as well as promoting our products and services through, for example, publishing analyses of general patterns and trends.
5. Term and Termination
5.1 Term
These Terms will apply to you beginning on the Effective Date, and will continue for as long as you are accessing or using the App.
5.2 Suspension
We, in our sole discretion, have the right to suspend your ability to use and/or access the App, without liability, under the following circumstances: (a) for scheduled or emergency maintenance to the App; (b) if we believe that you are using the App in violation of these Terms or applicable law; (c) if we believe that your use of the App poses a security risk to us or to any third party; (d) if required by law enforcement or government agency, or otherwise in order to comply with applicable law or regulation; or (e) to the extent we implement payment obligations, if you fail to fulfill those obligations.
5.3 Termination for Convenience
We can terminate these Terms, and your ability to access or use the App, at any time and for any reason for our convenience, without liability, upon notice to you (which notice may be given by email, or via any other reasonable mechanism). You are free to stop using the free version of the App at any time. If we do start charging to use the App, your right to terminate your subscription will vary based on the tier of service you select.
5.4 Termination for Cause
Either party may terminate these Terms upon notice to the other party if the other party breaches any of these Terms and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. We may terminate these Terms immediately upon notice to you if we reasonably believe that you are in breach of any of these Terms relating to our intellectual property or our Confidential Information (defined below).
5.5 Effect of Termination
When these Terms terminate or expire for any reason, you will no longer have the right to access or use the App. If you owed us a payment obligation upon such termination or expiration, in no event will such termination or expiration relieve you of your obligation to pay those fees.
5.6 Survival
Sections 1, 2.3, 2.5, 2.10, 3, 4, 5.5, 5.6, and 6 through 11 will survive the termination or expiration of these Terms for any reason.
6. Disclaimer of Warranties
THE APP AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.
7. Indemnity
You agree, at your sole expense, to indemnify and hold SpruceID (and its directors, officers, employees, consultants, partners, customers, and agents) harmless from and against any and all actual or threatened suits, actions, proceedings (whether at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs, penalties, interest and disbursements) arising out of or relating to (a) your Content; (b) your use of the App; (c) your failure to pay any Taxes that you owe; (d) any allegation that our use of your Content infringes upon the intellectual property rights of a third party; (e) your failure to comply with applicable law or regulation; and (f) any other actual or alleged breach of any of your obligations under these Terms.
8. Limitation of Liability
IN NO EVENT WILL SPRUCEID’S TOTAL, AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) ANY PART OF THE APP EXCEED THE GREATER OF (I) THE TOTAL AMOUNT YOU ACTUALLY PAID TO US IN FEES FOR THE APP DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE ACCRUAL OF THE FIRST CLAIM; OR (II) FIVE HUNDRED DOLLARS ($500). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
IN NO EVENT WILL SPRUCEID BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, INTERRUPTION OF BUSINESS, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH, THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) ANY PART OF THE APP, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SPRUCEID HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under these Terms between the parties, and the parties have relied on these limitations in determining whether to enter into these Terms. This “Limitation of Liability” section will be given full effect even if any remedy specified in these Terms is deemed to have failed of its essential purpose.
9. Confidentiality
For the purposes of these Terms, “Confidential Information” means any non-public business or technical information that either party discloses to the other, whether in writing, orally, or by any other means. As between the parties: (a) your Content is your Confidential Information; and (b) the App and any other SpruceID products and services are SpruceID Confidential Information. Each party will not use the other’s Confidential Information except as expressly permitted in these Terms. Each party agrees to maintain in confidence and protect the other party’s Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other’s Confidential Information, including, without limitation, disclosing Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”): (i) with a need to know such information, (ii) who are parties to appropriate agreements sufficient to comply with this Section 9, and (iii) who are informed of the nondisclosure obligations imposed by this Section 9. Each party will be responsible for the acts and omissions of its Representatives pursuant to this Section. Nothing in this Section will restrict either party from disclosing Confidential Information of the other pursuant to the valid order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make the disclosure gives reasonable notice to the other party to enable it to contest the order or requirement. The obligations and restrictions in this Section will not apply to any Confidential Information that the recipient can prove: (w) was or becomes publicly known through no fault of the recipient; (x) was rightfully known or becomes rightfully known to the recipient without restriction from a source who has a right to disclose it; (y) was approved by the discloser for disclosure without restriction in a signed writing; or (z) the recipient independently develops without access to or use of the other party’s Confidential Information.
10. Dispute Resolution and Arbitration
Please read this Section 10 carefully. It requires you to arbitrate disputes with us, and limits the manner in which you can seek relief from us.
This Agreement will be construed, interpreted, and applied in accordance with the internal laws of the State of California (excluding its body of law controlling conflicts of law). All disputes arising out of or in connection with these Terms (including, without limitation, your access or use of the App), or in respect of any defined legal relationship associated therewith or derived therefrom, shall be exclusively referred to and finally resolved by arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, SpruceID will pay them for you. The place of arbitration shall be San Francisco, California. The number of arbitrators shall be one. You may choose to have the arbitration conducted by telephone, based on written submissions. The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, SpruceID may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by SpruceID through injunctive relief and other equitable remedies without proof of monetary damages. To the extent that any court of competent jurisdiction finds that the arbitration clause above is unenforceable, the parties agree that any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in San Francisco, California, and the parties hereby irrevocably consent to personal jurisdiction and venue there.
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE APP: (A) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO LITIGATE CLAIMS IN A COURT; (B) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (C) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the Terms by sending an email to legal@spruceid.com. 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 11.8 of these Terms.
11. General Provisions
11.1 Force Majeure
Except for payments due under these Terms, neither party will be responsible for any delay or failure to perform that is attributable in whole or in part to any cause beyond its reasonable control, including, without limitation, acts of God (fire, storm, floods, earthquakes, etc.); civil disturbances; pandemic; disruption of telecommunications, power or other essential services; interruption or termination of service by any service providers used by SpruceID to host or provide portions of the App or to link its servers to the Internet; labor disturbances; vandalism; cable cut; computer viruses or other similar occurrences; or any malicious or unlawful acts of any third party.
11.2 Relationship of the Parties; No Third Party Beneficiaries
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.
11.3 Notices
Except as otherwise set forth herein, all notices under these Terms will be by email, although we may instead choose to provide notice to you through the App. Notices to SpruceID must be sent to legal@SpruceID.com, with a copy to Spruce Systems, Inc., dba SpruceID, 228 Park Avenue South, #28788, New York, NY 10003, Attn: CEO. Notices will be deemed to have been duly given (a) the day after they are sent, in the case of notices through email; and (b) the same day, in the case of notices sent through the App.
11.4 Trademarks
You acknowledge and agree that any SpruceID names, trademarks, service marks, logos, trade dress, or other branding included on our website or as part of the App (collectively, the “Marks”) are owned by SpruceID or its licensors and may not be copied, imitated, or used (in whole or in part) without SpruceID’s prior written consent. All other trademarks, names, or logos referenced on our website or the App (collectively, “Third-Party Trademarks”) are the property of their respective owners, and the use of such Third-Party Trademarks inure to the benefit of their respective owners. The use of such Third-Party Trademarks is intended to denote interoperability, and does not constitute an affiliation by SpruceID or its licensors with any company or an endorsement or approval by that company of SpruceID, its licensors, or their respective products or services.
11.5 Waiver
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
11.6 Severability
These Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
11.7 Assignment
You may not assign these Terms, in whole or in part, by operation of law or otherwise, without the prior written consent of SpruceID, and any attempted transfer, assignment or delegation without such consent will be void and of no effect. SpruceID may freely transfer, assign or delegate these Terms, or its rights and duties under these Terms, without notice to you. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.
11.8 Governing Law and Venue
This Agreement will be construed, interpreted, and applied in accordance with the internal laws of the State of California (excluding its body of law controlling conflicts of law). To the extent that any court of competent jurisdiction finds that the arbitration clause in Section 10 above is unenforceable, the parties agree that any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in San Francisco, California, and the parties hereby irrevocably consent to personal jurisdiction and venue there.
11.9 Compliance with Laws
You acknowledge that you are responsible for complying with all applicable laws and regulations associated with your access and use of the App.
11.10 Entire Agreement
These Terms constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter (including, without limitation, prior superseded versions of these Terms). Any terms or conditions that you send to SpruceID that are inconsistent with or in addition to these Terms are hereby rejected by SpruceID, and will be deemed void and of no effect. Except as expressly set forth in these Terms, the exercise by either party of its remedies will be without prejudice to its other remedies, whether under these Terms or otherwise.
Introduction
Effective date: October 16, 2025
Welcome to Safe! We’re glad you’re here. If you’re not an expert in legalese, here’s a quick summary of these Terms of Service. Safe helps you securely store and organize your important documents on your own device. You own your Content; we only use it to make the App work. We don’t sell your Content. The App is free today, and if that changes we’ll give you plenty of notice. If you decide to stop using Safe, you can delete your Content anytime. For more details, read on!
These Terms of Service (these “Terms”) describe your rights and responsibilities when using our proprietary Safe Wallet application (collectively, the “App”). The App helps you store images of your sensitive documents, enabling you to keep those documents organized and readily available when you need them. We may update the App over time to include additional features and functionality. Please read these Terms carefully; if you don’t agree to be bound by these Terms, you aren’t allowed to access or use the App.
1. Things You Should Know
1.1 These Terms Form a Binding Contract
Unless the parties have mutually executed a different agreement covering your use of the App, these Terms form a binding contract between Customer and SpruceID. “We,” “our,” and “us” refers to Spruce Systems, Inc. dba SpruceID, while “Customer” or “you” refers to you. The “Effective Date” of these Terms is the date that you first access or use any part of the App.
1.2 These Terms Contain an Arbitration Provision
These Terms contain an arbitration provision (see Section 10, below). Please review the arbitration provision carefully, since it affects your rights. By using the App or any part of it, you understand and agree to be bound by the arbitration provision.
1.3. Making Your Purchasing Decisions
We may share information about our future product plans with you, because we want to get product feedback from you early and often. Our public statements about those product plans are only an expression of intent – please do not rely on them when using the App, or when deciding whether to make a purchase on the App. If you decide to use the App, that decision should be based on the services, functionality and features we have available today, and not on the delivery of any functionality or features that may be available in the future.
1.4 Beta Products
Occasionally, we may beta test new features or functionality. These may be identified as “beta,” “pre-release,” or “early access,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time, so we make them available “as is,” without warranty of any kind, express or implied. Should you encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running beta programs is to iron out issues before making a new feature or function widely available.
1.5 We Want Your Feedback
The more suggestions our customers make, the better the App becomes. If you send us any feedback or suggestions regarding the App, there is a chance we will use them, so you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose, without any obligation or compensation to you or your personnel.
1.6 We Can Modify These Terms
We reserve the right to change or modify these Terms, or any of our other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, among other things, sending you an email, posting a notice on the App itself, or by posting the revised Terms on our website and revising the date at the top of these Terms. Any changes or modifications will be effective after we provide notice that these Terms have been modified. You acknowledge that your continued use of the App following such notice constitutes your acceptance of the modified Terms.
1.7 We Can Also Modify the App
We reserve the right — at any time, and without notice or liability to you — to modify the App, or any part of it, temporarily or permanently. We may modify the App for a variety of reasons, including, among other things, adding new features or services, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.
1.8 You Must Be Over 18 to Use the App
You represent and warrant that you are fully able and competent to accept and comply with these Terms. By accessing or using the App (or any part of it), you represent and warrant that you are of legal age in your jurisdiction as required to access and use the Service. You affirm that you are over the age of 18, as the App is not intended for anyone under the age of 18. You understand and agree that you are solely responsible for ensuring compliance with the laws of your jurisdiction, and acknowledge that we are not liable for your compliance (or non-compliance) with such laws.
2. Accessing and Using the App
2.1 Subscription
The App is currently free to use; however, we reserve the right to begin charging to use the App. If we do start charging to use the App, we’ll give you plenty of notice (at least 30 days) to decide whether you want to pay for a subscription to use the App; or, if a free version will still be available, to continue using the free version.
2.2 Access Grant
Subject to your continued compliance with these Terms, SpruceID grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the App, solely for your own personal use.
2.3 Restrictions
Except as expressly authorized by these Terms, you may not: (a) modify, disclose, alter, translate or create derivative works of the App; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the App (or any part of it); (c) offer any part of the App on a timeshare or service bureau basis; (d) allow or permit any third party (other than yourself or your immediate family) to access or use the App; (e) use the App to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (f) use the App to build a competitive product or service, or to copy any features or functions of the App (including, without limitation, the look-and-feel of the App); (g) interfere with or disrupt the integrity or performance of the App; (h) remove, alter or obscure any proprietary notices in or on the App, including copyright notices; (i) use the App for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in your jurisdiction; (j) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the App or any software, documentation, or data relating to the App, except to the limited extent that applicable law prohibits such a restriction; (k) use any content available on or via the App (including any caption information, keywords, or other metadata) for any machine learning and/or artificial intelligence training or development purposes, or for any technologies designed or intended for the identification of natural persons; or (l) cause or permit any third party to do any of the foregoing.
2.4 Definition of Content.
For the purposes of these Terms, “Content” means any data, images, or other content that you either: (i) publish, upload to, or use in conjunction with the App; (ii) make available in conjunction with the App, or (iii) allow the App to access.
2.5 You Are Responsible for Your Content
You acknowledge and agree that you are entirely responsible for your Content, and for any harm or liability resulting from or arising out of that Content. Your responsibility applies whether or not you were the original creator or owner of the Content.
By making Content available to the App, you represent and warrant that: (a) the Content belongs to you, and not to any third party; (b) the Content does not and will not infringe, violate or misappropriate the intellectual property rights of any third party; (c) you have obtained all rights and permissions necessary to provide us with access to the Content, and to use the Content to provide services to you through the App; (d) SpruceID’s use of the Content for the purpose of providing services to you through the App does not and will not (i) violate any applicable laws or regulations, or (ii) infringe, violate, or misappropriate the intellectual property rights of any third party; and (e) the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive code.
2.6 You Grant Us a License to Use Your Content to Provide Services to you Through the App
By making Content available to the App, you grant SpruceID a worldwide, royalty-free, and non-exclusive license to copy, modify, and use the Content for the purpose of providing the App and its related services to you.
2.7 If You Connect to the App via a Third-Party Service
By connecting to the App via any third-party service, you grant us permission to access and use your information from that service, as permitted by that service, and to store your login credentials and/or access tokens for that service.
2.8 Third Party Vendors
You understand that we may work with third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the App. We do not control the acts or omissions of those third-party vendors or hosting partners. With that in mind, you agree that, except to the limited extent required by law, we are not and will not be liable or responsible for the acts or omissions of any third-party vendors or hosting partners we engage to help make the App available to you.
2.9 Registration
You may be required to provide accurate, current and complete information about you as part of the registration process that enables you to access the App (“Registration Data”). You agree: (a) to maintain the security of your password(s) that you use to access the App; (b) to maintain and promptly update your Registration Data (as well as any other information you provide to us) and to keep it accurate, current and complete; (c) to accept all risks of unauthorized access to your Registration Data, and any other information you provide to us, via your account(s) or password(s); (d) that you are responsible for maintaining the security of your account and safeguarding your password(s); and (e) that you will be fully responsible for any activities or transactions that take place using your account(s) or password(s).
2.10 Privacy Policy
Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of the App. By using the App, you consent to our collection, use, and disclosure of information as set forth in our Privacy Policy, as we may update it from time to time.
3. Payment Obligations
3.1 Payment Terms
The App is currently free to use; however, we reserve the right to begin charging to use the App. If we do start charging to use the App: (i) fees due for your use of the App will be payable in such amounts and at such times as are set forth in the App; and (ii) you may need to provide us with your credit card details in order to access and use the App. If you give us your credit card details, you agree that we can automatically charge your credit card for all amounts owed each month. By providing us (or our designated payment processing provider) with your credit card information, you agree: (a) that you have the right to provide that information to us; (b) that we are authorized to charge that card for all fees due to us hereunder, and that no additional notice or consent is required; and (c) that you will keep your credit card information up to date. To the extent that we begin charging for use of the App, any payment obligations are non-cancelable and any fees paid are non-refundable. To the extent that payment is required, all fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for those taxes based on our net income. To the extent that payments are owed, you agree to make all payments in U.S. Dollars.
3.2 Interest on Late Payments
The App is currently free to use; however, we reserve the right to begin charging to use the App. If we do start charging to use the App, interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date the amount is due until the date the amount is paid in full. If you are late in paying us, you also agree that, in addition to our rights to suspend your access to the App, terminate your account(s), and/or pursue any other rights or remedies available to us at law or in equity, you are responsible to reimburse us for any costs that we incur while attempting to collect such late payments.
4. Ownership and Proprietary Rights
4.1 The Things You Own, and the Things We Own
As between us, you own your Content, and all related intellectual property rights.
We own and will continue to own the App, including all related intellectual property rights. All of our rights not expressly granted by this license are hereby retained.
4.2 Usage Data
You acknowledge and agree that we may gather and utilize aggregated information concerning your use of the App for the purpose of monitoring and improving the App generally, provided that (a) such information does not include your Content; and (b) such information does not identify you.
4.3 Aggregated or Anonymized Data
You acknowledge that we have the right to collect, use and share data that has been aggregated or anonymized (so that it does not directly or indirectly identify you) for the purpose of developing new services and features, as well as promoting our products and services through, for example, publishing analyses of general patterns and trends.
5. Term and Termination
5.1 Term
These Terms will apply to you beginning on the Effective Date, and will continue for as long as you are accessing or using the App.
5.2 Suspension
We, in our sole discretion, have the right to suspend your ability to use and/or access the App, without liability, under the following circumstances: (a) for scheduled or emergency maintenance to the App; (b) if we believe that you are using the App in violation of these Terms or applicable law; (c) if we believe that your use of the App poses a security risk to us or to any third party; (d) if required by law enforcement or government agency, or otherwise in order to comply with applicable law or regulation; or (e) to the extent we implement payment obligations, if you fail to fulfill those obligations.
5.3 Termination for Convenience
We can terminate these Terms, and your ability to access or use the App, at any time and for any reason for our convenience, without liability, upon notice to you (which notice may be given by email, or via any other reasonable mechanism). You are free to stop using the free version of the App at any time. If we do start charging to use the App, your right to terminate your subscription will vary based on the tier of service you select.
5.4 Termination for Cause
Either party may terminate these Terms upon notice to the other party if the other party breaches any of these Terms and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. We may terminate these Terms immediately upon notice to you if we reasonably believe that you are in breach of any of these Terms relating to our intellectual property or our Confidential Information (defined below).
5.5 Effect of Termination
When these Terms terminate or expire for any reason, you will no longer have the right to access or use the App. If you owed us a payment obligation upon such termination or expiration, in no event will such termination or expiration relieve you of your obligation to pay those fees.
5.6 Survival
Sections 1, 2.3, 2.5, 2.10, 3, 4, 5.5, 5.6, and 6 through 11 will survive the termination or expiration of these Terms for any reason.
6. Disclaimer of Warranties
THE APP AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.
7. Indemnity
You agree, at your sole expense, to indemnify and hold SpruceID (and its directors, officers, employees, consultants, partners, customers, and agents) harmless from and against any and all actual or threatened suits, actions, proceedings (whether at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs, penalties, interest and disbursements) arising out of or relating to (a) your Content; (b) your use of the App; (c) your failure to pay any Taxes that you owe; (d) any allegation that our use of your Content infringes upon the intellectual property rights of a third party; (e) your failure to comply with applicable law or regulation; and (f) any other actual or alleged breach of any of your obligations under these Terms.
8. Limitation of Liability
IN NO EVENT WILL SPRUCEID’S TOTAL, AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) ANY PART OF THE APP EXCEED THE GREATER OF (I) THE TOTAL AMOUNT YOU ACTUALLY PAID TO US IN FEES FOR THE APP DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE ACCRUAL OF THE FIRST CLAIM; OR (II) FIVE HUNDRED DOLLARS ($500). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
IN NO EVENT WILL SPRUCEID BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, INTERRUPTION OF BUSINESS, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH, THESE TERMS OR YOUR USE OF (OR INABILITY TO USE) ANY PART OF THE APP, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SPRUCEID HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under these Terms between the parties, and the parties have relied on these limitations in determining whether to enter into these Terms. This “Limitation of Liability” section will be given full effect even if any remedy specified in these Terms is deemed to have failed of its essential purpose.
9. Confidentiality
For the purposes of these Terms, “Confidential Information” means any non-public business or technical information that either party discloses to the other, whether in writing, orally, or by any other means. As between the parties: (a) your Content is your Confidential Information; and (b) the App and any other SpruceID products and services are SpruceID Confidential Information. Each party will not use the other’s Confidential Information except as expressly permitted in these Terms. Each party agrees to maintain in confidence and protect the other party’s Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other’s Confidential Information, including, without limitation, disclosing Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”): (i) with a need to know such information, (ii) who are parties to appropriate agreements sufficient to comply with this Section 9, and (iii) who are informed of the nondisclosure obligations imposed by this Section 9. Each party will be responsible for the acts and omissions of its Representatives pursuant to this Section. Nothing in this Section will restrict either party from disclosing Confidential Information of the other pursuant to the valid order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make the disclosure gives reasonable notice to the other party to enable it to contest the order or requirement. The obligations and restrictions in this Section will not apply to any Confidential Information that the recipient can prove: (w) was or becomes publicly known through no fault of the recipient; (x) was rightfully known or becomes rightfully known to the recipient without restriction from a source who has a right to disclose it; (y) was approved by the discloser for disclosure without restriction in a signed writing; or (z) the recipient independently develops without access to or use of the other party’s Confidential Information.
10. Dispute Resolution and Arbitration
Please read this Section 10 carefully. It requires you to arbitrate disputes with us, and limits the manner in which you can seek relief from us.
This Agreement will be construed, interpreted, and applied in accordance with the internal laws of the State of California (excluding its body of law controlling conflicts of law). All disputes arising out of or in connection with these Terms (including, without limitation, your access or use of the App), or in respect of any defined legal relationship associated therewith or derived therefrom, shall be exclusively referred to and finally resolved by arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, SpruceID will pay them for you. The place of arbitration shall be San Francisco, California. The number of arbitrators shall be one. You may choose to have the arbitration conducted by telephone, based on written submissions. The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, SpruceID may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by SpruceID through injunctive relief and other equitable remedies without proof of monetary damages. To the extent that any court of competent jurisdiction finds that the arbitration clause above is unenforceable, the parties agree that any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in San Francisco, California, and the parties hereby irrevocably consent to personal jurisdiction and venue there.
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE APP: (A) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO LITIGATE CLAIMS IN A COURT; (B) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (C) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the Terms by sending an email to legal@spruceid.com. 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 11.8 of these Terms.
11. General Provisions
11.1 Force Majeure
Except for payments due under these Terms, neither party will be responsible for any delay or failure to perform that is attributable in whole or in part to any cause beyond its reasonable control, including, without limitation, acts of God (fire, storm, floods, earthquakes, etc.); civil disturbances; pandemic; disruption of telecommunications, power or other essential services; interruption or termination of service by any service providers used by SpruceID to host or provide portions of the App or to link its servers to the Internet; labor disturbances; vandalism; cable cut; computer viruses or other similar occurrences; or any malicious or unlawful acts of any third party.
11.2 Relationship of the Parties; No Third Party Beneficiaries
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.
11.3 Notices
Except as otherwise set forth herein, all notices under these Terms will be by email, although we may instead choose to provide notice to you through the App. Notices to SpruceID must be sent to legal@SpruceID.com, with a copy to Spruce Systems, Inc., dba SpruceID, 228 Park Avenue South, #28788, New York, NY 10003, Attn: CEO. Notices will be deemed to have been duly given (a) the day after they are sent, in the case of notices through email; and (b) the same day, in the case of notices sent through the App.
11.4 Trademarks
You acknowledge and agree that any SpruceID names, trademarks, service marks, logos, trade dress, or other branding included on our website or as part of the App (collectively, the “Marks”) are owned by SpruceID or its licensors and may not be copied, imitated, or used (in whole or in part) without SpruceID’s prior written consent. All other trademarks, names, or logos referenced on our website or the App (collectively, “Third-Party Trademarks”) are the property of their respective owners, and the use of such Third-Party Trademarks inure to the benefit of their respective owners. The use of such Third-Party Trademarks is intended to denote interoperability, and does not constitute an affiliation by SpruceID or its licensors with any company or an endorsement or approval by that company of SpruceID, its licensors, or their respective products or services.
11.5 Waiver
No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
11.6 Severability
These Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.
11.7 Assignment
You may not assign these Terms, in whole or in part, by operation of law or otherwise, without the prior written consent of SpruceID, and any attempted transfer, assignment or delegation without such consent will be void and of no effect. SpruceID may freely transfer, assign or delegate these Terms, or its rights and duties under these Terms, without notice to you. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.
11.8 Governing Law and Venue
This Agreement will be construed, interpreted, and applied in accordance with the internal laws of the State of California (excluding its body of law controlling conflicts of law). To the extent that any court of competent jurisdiction finds that the arbitration clause in Section 10 above is unenforceable, the parties agree that any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in San Francisco, California, and the parties hereby irrevocably consent to personal jurisdiction and venue there.
11.9 Compliance with Laws
You acknowledge that you are responsible for complying with all applicable laws and regulations associated with your access and use of the App.
11.10 Entire Agreement
These Terms constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter (including, without limitation, prior superseded versions of these Terms). Any terms or conditions that you send to SpruceID that are inconsistent with or in addition to these Terms are hereby rejected by SpruceID, and will be deemed void and of no effect. Except as expressly set forth in these Terms, the exercise by either party of its remedies will be without prejudice to its other remedies, whether under these Terms or otherwise.
