Table of content
- Grant of Rights
- Account Registration
- Account Deactivation
- All About Being a Client
- All About Being a Subscriber
- Acceptable Use
- Trademarks and Trade Names
- Representations; Warranties; Disclaimers
- Limit of liability
- Governing Law and Dispute Resolution
- Waiver and Severability
These Term of Use (the “Agreement”) are entered into and effective as of the date of your account registration with Alta Labs Inc (“Effective Date”). This Agreement governs the relationship between Alta Labs Inc, a Delaware Corporation, with offices located at 11900 Jollyville Rd #200524, Austin, TX 78720, (“SpruceJoy,” “AL,” the “Company,” “we,” “our,” or “us”), and you the account holder, user, or licensee (“You” or “User) (collectively, the “Parties”), whether as an individual or as a representative of an entity. The Agreement also covers your use of our website (“Website”) and our Software as a Service products (“Software”), which are designed to enable organizations to sell subscription or service directly through their website (“Client’s Website”), or through our website.
This Website is offered and available to users who are 13 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
- Any information given on the Website including responses to “frequently answered questions” is not legally binding on AL is informative only and does not form part of the Terms.
- AL reserves the right to make changes to these Terms at any time and at AL’s sole discretion. All changes are effective immediately from the time AL posts them, and apply to all access to and use of the Website thereafter. By continuing to use SpruceJoy, you agree to the Terms as modified or as they currently appear. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
- AL does not own User Content on SpruceJoy and views expressed by Users on SpruceJoy do not represent AL’s views. All transactions and interactions regarding User Content on SpruceJoy are between Users. Except when AL acts as the agent of a Client to receive payment for the Client from a Subscriber, at no point will AL be a party to or be responsible for any transaction or interaction between Users.
- Where AL receives payment from a Subscriber subscribes to Client’s subscription plan, AL receives such payment on behalf of the Client and not the Subscriber. On receipt of payment by AL the Client shall have no right of action against the Subscriber for non-payment and the Client shall be obliged to allow the Subscriber to access premium services (where applicable).
- AL reserves the right at any time and without notice to:
- modify, suspend or terminate SpruceJoy or any portion thereof;
- restrict, limit, suspend or terminate your access to SpruceJoy or any portion thereof;
- delete any content you post on SpruceJoy as a Client if in AL’s reasonable opinion it does not comply with these Terms and/or any applicable law;
- monitor your use of SpruceJoy (including any content or message you post or broadcast on SpruceJoy) to verify compliance with these Terms and/or any applicable law;
- investigate any suspected or alleged misuse or unlawful use of SpruceJoy and cooperate with law enforcement agencies in such investigation;
- disclose information about your use of SpruceJoy in connection with law enforcement investigation of any suspected or alleged illegal activity, or in response to a lawful court order; or
- change the Payment Providers. If AL does this then AL will use its reasonable endeavours to verify the bona fides and good standing of the new Payment Provider and notify the User and applicable details will be uploaded to the User Account.
- From time to time, AL may restrict access to some parts of the Website, or the entire Website, to Users.
Grant of Rights
- Software. Subject to the terms and conditions set forth herein, we hereby grant you a limited, non-exclusive, fee-based, revocable, non-transferable right and license, under our Intellectual Property Rights, to use and access the Service.
- Limited Rights of Licensee. Your obtainment and/or use of the Software does not grant you any rights of ownership in the Software, as all rights granted are merely those of a licensee under the terms of this Agreement, with those rights granted only for such time as (i) you conform to the terms and conditions of this Agreement, and (ii) until the termination of this Agreement.
- No Other Rights. Except for the limited rights expressly granted under this Agreement, neither this Agreement nor your exercise of rights granted convey any other rights or license to the Software, Confidential Information, Documentation, and Marks whether by implication, estoppel or otherwise, under any of SpruceJoy’s Intellectual Property Rights (as defined below). We retain all rights, title and interest in and to the Software, Confidential Information, Documentation and Marks (as defined below), including without limitation, all worldwide right, title and interest in and to (i) all patents and all filed, pending applications for patents, including any reissue, reexamination, divisional, continuation or continuation-in-part patent applications now or hereafter filed (“Patent Rights”); (ii) all trade secrets, and all trade secret rights and equivalent rights arising; (iii) all works of authorship, including all registered and unregistered copyrights; and (iv) all proprietary indicia, trademarks, trade names, symbols, logos and/or brand names (“Marks”), in each case of (i) through (iv) as the same may arise or exist under common law, state law, federal law and laws of foreign countries (collectively “Intellectual Property Rights”).
- Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on the Service; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to these Terms. All copyright and other proprietary notices on the Service (or on any content displayed on the Service) must be retained on all copies thereof.
- AL does not warrant that SpruceJoy and SpruceJoy Service is compatible with all devices and operating systems. It is your sole responsibility to determine whether or not SpruceJoy is compatible with your device.
- Your use of the Services is subject to your creation of a SpruceJoy Account (an “Account"). You must provide a valid email address, and a password or a valid Google account or a valid Facebook account. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.
- By registering on SpruceJoy, you confirm that:
- all User Account registration and profile information is truthful and accurate and that any User Content you provide is your own and does not infringe the intellectual property rights or any other proprietorial rights of a third party;
- if you previously had a User Account with SpruceJoy, your old User Account was not terminated or suspended by SpruceJoy for violation of the Terms of Service;
- you register on SpruceJoy for your own personal use and you will not sell, rent or transfer your User Account to any third party; and
- SpruceJoy reserve the right, at any time, to verify the information which you provide to SpruceJoy as well as your compliance with the Terms. If SpruceJoy is unable to verify this then SpruceJoy reserve the right to suspend your account. In order to verify your Account, from time-to-time we may ask for additional information from you, including, but not limited to, verification of your name, address, and other identifying information.
- you will not use any third party payment processors to accept payments for subscriptions, or any other service, via SpruceJoy.
- You are fully responsible for any and all activities that occur on your account and you are responsible for keeping your login details confidential and secure. You agree not to disclose these details to any other person or entity and immediately notify SpruceJoy at support@SpruceJoy.com if you believe someone has used or is using your account without your permission or if your account has been subject to any other breach of security. You also agree to ensure that you log out of your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to access, view or record your password or other personal information.
- SpruceJoy reserves the right to disable any user name, password, or other identifier, whether chosen by you or provided by SpruceJoy, at any time and at SpruceJoy’s sole discretion for any or no reason, including if, in SpruceJoy opinion, you have violated any provision of the Terms.
- We have the right to refuse or limit your access to the Services.
- Should you wish to deactivate your SpruceJoy account then you may email firstname.lastname@example.org.
- If you are a Subscriber then any account deactivation will take place as soon as reasonably possible. You will no longer be charged or have access to Client’s subscription. Any subscriptions will be deleted and cannot be subsequently renewed.
- If you are a Client then you can only deactivate your account when your last Subscription has expired, and you have withdrawn any balance on your account.
- If a User is both a Client and a Subscriber then the account will be deactivated in two stages (Subscriber and then Client).
- You will receive an email confirmation upon the successful deletion of your account.
All About Being a Client
- By enrolling in SpruceJoy, you permit ALto serve, as applicable, (i) SpruceJoy subscription information, (ii) Ad removing service, and (iii) paywall to your websites, mobile applications, media players, mobile content, and/or other properties approved by SpruceJoy (each individually a “Property"). In addition, you grant SpruceJoy the right to access, index and cache the Properties, or any portion thereof, including by automated means. SpruceJoy may refuse to provide the Services to any Property.
- You may discontinue your use of any Service at any time by removing the relevant code from your Properties.
- Changes to our Services. We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether.
- No Circumvention. You agree to process payments from Subscriber only in the manner determined by us. This includes using the third-party payment processing platform (“Payment Processor”) we choose, and following any other rules we specify. Payments will be calculated solely based on AL’s accounting. You acknowledge and agree that you are only entitled to payment for your use of the Services for which AL has been paid; if, for any reason, AL does not receive payment from a subscriber or credits such payment back to a subscriber, you are not entitled to be paid for any associated use of the Services. You may not circumvent your payment obligations to us by soliciting payment from a Subscriber outside of SpruceJoy or by using any alternative method to collect subscription payments. This includes receiving payments for your Service through links to Paypal or a separate Patreon page. You agree to notify us immediately if you receive any such offer or solicitation to circumvent your payment obligations by contacting email@example.com.
- If you are a Client and wish to receive payment, you will need to include onto your User Account Payout Options and upload a valid form of ID. You may also need to submit additional legal information, such as a W-9 if you are resident in the United States of America. The exact information required will depend on your country of residence. Amounts due to you as a Client from Subscribers will be paid to you by one of our Payment Providers in accordance with your Payout Options. With the exception of Creators wishing to receive payment by direct bank transfer from SpruceJoy, SpruceJoy does not store any data disclosed by you when you register your Payout Options with the Payment Provider.
- Platform Fees. Clients pay a platform fee and optional add-on subscription fees to use the Software after any amounts deducted by the Payment Processor. Fees are laid out on the client agreement during onboarding process.
- Platform Fee Payment. During the term of this Agreement, the Payment Processor will pay the Platform Fees owed to us on a rolling basis as you process subscription payments from Subscriber**. You agree to these payments and further agree that all Platform Fee payments are non-refundable.**
- Taxes. The fees charged do not include any foreign, federal, state or local sales, use or other similar taxes, however designated, levied against the sale, licensing, delivery or use of the Software. You agree to pay, or reimburse, SpruceJoy for all such taxes imposed, provided, however, that you shall not be liable for any taxes based on SpruceJoy’s net income. When SpruceJoy has the legal obligation to collect such taxes, the appropriate amount shall be paid by you unless you provide SpruceJoy with a valid tax exemption certificate authorized by the appropriate taxing authority. You agree to promptly notify us of any amendment or revocation of such certificate, and will hold SpruceJoy harmless from and against any taxes or other monies resulting from the failure to hold a certificate recognized as valid by the appropriate tax authority. You agree that you shall bear and be responsible for any and all applicable federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including without limitation, sales, use, and value added taxes) related to your Subscription**.**
- Information Upon Request. You will provide us with all requested data or information about you and your newsletters. This includes all payment and tax identification information, and you will ensure this information is accurate and up-to-date.
- Sole Responsibility. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any content, benefits or services you distribute through SpruceJoy and for the consequences of your actions by doing so. This means that you acknowledge and agree that you are solely responsible for ensuring distribution of your content, benefits and services, our actions under this Agreement are solely to assist you in facilitating distribution.
- Disputes. If there is a dispute between you and a user about payments or any other issue, you agree we are under no obligation to become involved and that we will not be held liable for any such dispute. We are not liable for your relationship with users, and we won’t provide you with any legal advice regarding such matters.
- Support. You shall provide to us a current email address to which we may direct inquiries from Subscribers and other SpruceJoy users regarding your subscription.
All About Being a Subscriber
- Subscriptions. In order to utilize the SpruceJoy Service from the Client, you must first click the ‘Subscribe’ button on the the Client’s website and then add a payment card . Your payment card details will be passed to a Payment Provider which will take payment from your payment card and pay it into AL’s account. Your payment card information is stored by the Payment Provider.
- Cancellation. Depending on your use of SpruceJoy, the Payment Provider will take monthly or annually payments or will take payments for ad hoc purchases. However, you may cancel the monthly payments at any time by contacting SpruceJoy at support@SpruceJoy.com. If you cancel your monthly payments you will continue to be permitted to view the Client’s subscriber-only content or ad-free service until the end of the existing billing period, after which no further payments will be taken from your payment card and you will no longer be able to access the Service.
- AL requires that all Users respect and comply with these Terms below, at all times, when using SpruceJoy.
- You may not:
- use SpruceJoy other than for your own lawful and personal use in accordance with these Terms;
- impersonate AL, one of AL employees, another User, or any other person or entity or falsely state, suggest or otherwise misrepresent any affiliation, endorsement, sponsorship between you and AL and/or any other person or entity;
- falsify account registration information, or make unauthorized use of another’s information or content;
- use SpruceJoy in any manner or for any purpose that is illegal or unlawful, including engaging in any activity that violates any right of any person or entity;
- copy, reproduce, distribute, modify, or create derivative works from, any portion of SpruceJoy without AL express written permission;
- use SpruceJoy for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
- transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;
- engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by AL, may harm AL or Users of the Website or expose them to liability;
- We do not allow content that:
- is obscene, illegal, fraudulent, defamatory, libelous, hateful, discriminatory, threatening or harassing, or in any way which incites violence or violates any of the aforementioned prohibitions;
- violates another’s copyright, trademark, right of privacy, right of publicity, or other property or personal right (for example, using the name, likeness, image or other identity of another without proper consent);
- promotes or advertises escort services;
- promotes the sale of products obtained from endangered or threatened species.
- contains malicious software or “malware” that may harm or gain unauthorized access to a computer, device, or network.
- promotes or advertises firearms or other weapons, drugs, or drug paraphernalia;
- engaging in, encouraging, promoting, or celebrating unlawful violence or physical harm to persons or property;
- Sexually exploits or abuses children or content that promotes the sexual exploitation or abuse of children. This includes all child sexual abuse materials.
- Endangers children. Including but not limited to:
- ‘Child grooming’ (for example, befriending a child online to facilitate, either online or offline, sexual contact and/or exchanging sexual imagery with that child);
- ‘Sextortion’ (for example, threatening or blackmailing a child by using real or alleged access to a child’s intimate images);
- Sexualization of a minor (for example, content that depicts, encourages or promotes the sexual abuse or exploitation of children); and
- Trafficking of a child (for example, advertising or solicitation of a child for commercial sexual exploitation).
- causes annoyance, inconvenience, or needless anxiety or is likely to upset, embarrass, alarm, or annoy any other person;
- You shall not remove, erase, modify or tamper with any copyright, trademark or other proprietary rights notice that is contained in any User Content that you do not own.
- You shall not use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
- You shall not decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive the source code of SpruceJoy.
- You shall not interfere in any way with the operation of SpruceJoy or any server, network or system associated with SpruceJoy, including, without limitation: hacking, mail-bombing, flooding, overloading, or making “denial of service” attacks; probing, scanning or testing the vulnerability of the site or any server, network or system associated with the site; breaching or circumventing firewall, encryption, security or authentication routines; accessing information not intended for you, or accessing another user’s account that you are not expressly authorized to access.
- You shall not use SpruceJoy for any unauthorized purpose, including, without limitation, for purposes of building a competitive product or service, performance or functionality, or for any other competitive purposes;
- You shall not use any automated program, tool or process (including without limitation, web crawlers, robots, bots spiders, and automated scripts) to access SpruceJoy or any server, network or system associated with SpruceJoy, or to extract, collect, harvest or gather content or information from SpruceJoy.
- You shall not make any other use of SpruceJoy that violates these Terms or any applicable law.
- Any content posted that is reported by another User or SpruceJoy, and that is deemed unacceptable by AL, will be deleted and the User notified via email. Users who repeatedly violate AL Acceptable Use policy may be deactivated. If AL becomes aware that a User is underage, AL will promptly deactivate that User’s account and delete all information and content of that User from SpruceJoy. If you are a parent or legal guardian and become aware that your minor-child has registered on SpruceJoy, please immediately notify AL at firstname.lastname@example.org.
- By registering an account with SpruceJoy, you represent and warrant that:
- you are at least 13 years of age;
- you will fully comply with these Terms;
- you accept full responsibility for the use of SpruceJoy on any device, whether or not it is owned by you;
- you accept full responsibility for any User Content created or provided by you; and
- your use of SpruceJoy will not violate these Terms or any applicable law.
- If you are using SpruceJoy on behalf of a business or other entity, you warrant that you are authorized to grant all the licences stipulated in or entailed by these Terms and that you are authorised to bind the business or other entity to these Terms.
- Intellectual Property Notices. You agree not to remove and to retain all proprietary Marks, legends and IP notices that appear on or display in connection with the Software, documentation, and Confidential Information delivered to you by SpruceJoy, and all whole or partial copies thereof.
You agree not to disclose SpruceJoy Confidential Information without our prior written consent. “SpruceJoy Confidential Information” includes: (a) all SpruceJoy software, technology and documentation relating to the Services; (b) the existence of, information about, or the terms of, any non-public beta or experimental features in a Service; and (c) any other information made available by SpruceJoy that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. SpruceJoy Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you, or that was lawfully given to you by a third party. You may accurately disclose the amount of SpruceJoy’s gross payments resulting from your use of the Services.
Trademarks and Trade Names
- Use. During the Term, you shall have the right to use SpruceJoy’s Marks to advertise and identify that your website donation program is administered with the Software. You shall use such Marks in accordance with SpruceJoy’s usage in the Software, and shall not modify or delete such Marks as set forth in the Software or in its user interface without the prior written consent of SpruceJoy, in its sole discretion.
- Ownership. Except for the limited rights provided for in this Section 7, nothing contained in this Agreement shall grant you any right, title or interest in SpruceJoy’s Marks. At no time during the Term shall you challenge or assist others in challenging SpruceJoy’s rights in and to its Marks, or the registration thereof, or attempt to register any trademarks, trade names or other proprietary indicia confusingly similar to such Marks. All uses of SpruceJoy’s Marks will inure solely to SpruceJoy, and you hereby irrevocably assign to SpruceJoy all such right, title and interest, if any, in any such Marks and agree to provide SpruceJoy reasonable assistance in its registration of the Marks in those jurisdictions in which your activities will be carried out.
You will indemnify us from all losses and liabilities, including legal fees, that arise from these terms or relate to your use of SpruceJoy. We reserve the right to exclusive control over the defense of a claim covered by this clause. If we use this right then you will help us in our defense.
Your obligation to indemnify under this clause also applies to our subsidiaries, affiliates, officers, directors, employees, agents and third party service providers.
Representations; Warranties; Disclaimers
Representations; Warranties; Disclaimers You represent and warrant that (i) you have full power and authority to enter into the AdSense Terms; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (iii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and you have control over the way in which the Services are implemented on each Property; (iv) Google has never previously terminated or otherwise disabled an AdSense Account created by you due to your breach of the AdSense Terms, including due to invalid activity; (v) entering into or performing under the AdSense Terms will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to Google is correct and current.
- OTHER THAN AS EXPRESSLY SET OUT IN THE SPRUCEJOY TERMS, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, SPRUCEJOY MAY REFUSE TO SERVE, AS APPLICABLE, (i) ADVERTISEMENTS AND OTHER CONTENT (“ADS”), (ii) GOOGLE SEARCH BOXES AND SEARCH RESULTS, AND (iii) RELATED SEARCH QUERIES AND OTHER LINKS TO YOUR PROPERTIES. WE DO NOT GUARANTEE THAT SPRUCEJOY WORK ON EVERY DEVICE, OPERATING SYSTEM OR BROWSERS WITH ANY ADVERTISING TECHNOLOGIES. ADDITIONALLY, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT OR SERVICES WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SERVICE “AS IS”.
- TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
- OnlyFans and all of its services and features are provided without warranties of any kind, express or implied. To the fullest extent permitted by law, FIL disclaim any and all warranties, express or implied, with respect to OnlyFans and all of its services and features, including, and without limitation, implied warranties of merchantability and fitness for a particular purpose. FIL does not warrant or guarantee the accuracy, usefulness, completeness or reliability of OnlyFans, or the results of your use of OnlyFans. FIL disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. FIL also do not warrant or guarantee that OnlyFans and all of its services and features will be available at any particular time or location; that OnlyFans and all of its services and features will be secure, uninterrupted, and error-free; that any defect or error will be corrected; or that OnlyFans and all of its services and features will be free of viruses and other harmful components. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for maintaining a means external to the Website for any reconstruction of any lost data. To the fullest extent provided by law, FIL will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or any services or items obtained through the Website or to your downloading of any material posted on it, or on any website linked to it. Your use of OnlyFans and its services and features will be solely and entirely at your own risk. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law;
- FIL does not warrant or guarantee that use of the Website will be uninterrupted or error free twenty-four hours a day, seven days a week, since FIL may need to carry out maintenance of the Website from time to time. However, FIL will use its reasonable endeavours to carry out any such maintenance of the Website outside of business hours (between 09:00 and 17:00 UK time) and FIL will endeavour to give reasonable notice, however this may not always be possible;
- in no event shall FIL be liable (strictly or otherwise) in contract, tort, negligence, strict liability or under any other legal or equitable principle, for any indirect, incidental, exemplary, special, punitive or consequential damages (including, and without limitation, loss of use, profits, data or information, or loss of business goodwill or opportunity) arising out of or related to your use of (or your inability to use) OnlyFans or any of its services or features, nor shall FIL be held liable in the event your User Content is illegally distributed by another User, however where such distribution does occur please contact FIL at support@OnlyFans.com and FIL will seek to prevent continuance of such distribution where FIL is reasonably able to do so; and
- in no event shall FIL total and aggregate liability to you and/or others for any and all claims arising out of or related to your use of (or your inability to use) OnlyFans or any of its services or features, exceed one hundred US dollar ($100.00). This does not affect any liability that cannot be excluded or limited under applicable law.
Limit of liability
TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AND/OR PROPRIETARY INTERESTS RELATING TO THE SPRUCEJOY TERMS, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE SPRUCEJOY TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE SPRUCEJOY TERMS IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THESE SPRUCEJOY TERMS DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. We are specifically not liable for loss associated with unfulfilled benefits and from losses caused by conflicting contractual agreements. Each party acknowledges that the other party has entered into the SpruceJoy Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages or total liability, the above limitation may not apply to you. In such case, our total and aggregate liability to you arising out of or related to your use of (or your inability to use) SpruceJoy or any of its services or features shall be limited to the maximum extent permitted by law or, if no amount is specified, one hundred US dollars ($100.00).
Governing Law and Dispute Resolution
- Any controversy or claim arising out of or relating to the Service or these Terms, or breach thereof, including disputes with respect to whether the subject matter of any controversy or claim is within the scope of the Terms, will be governed by and construed in accordance with the laws of the State of Texas, excluding its choice of law rules and will be settled by binding confidential arbitration in Austin, Texas under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and administered by the AAA. The parties explicitly disclaim any applicability of the U.N. Convention on Contracts for the International Sale of Goods to these Terms. All arbitration proceedings will be conducted in English. Such arbitration will have one (1) neutral arbitrator if the amount in controversy is less than one million dollars ($1,000,000) or otherwise before a panel of three (3) neutral arbitrators. Each of the arbitrators must be i) a lawyer licensed to practice law in the United States with a minimum of fifteen (15) years of legal practice or senior level business experience or a retired judge with a minimum of five (5) years of service on the bench, ii) an individual with at least five (5) years of experience as an arbitrator, and iii) on the roster of neutrals of the AAA or similar nationally recognized alternative dispute resolution organization. If the arbitration proceedings shall be conducted before a panel of three neutral arbitrators, the panel shall be selected using the following process: Within fifteen (15) days after the commencement of arbitration, each party shall select one person meeting the specified qualifications to act as neutral arbitrator, and the two thus selected shall select a third neutral arbitrator meeting the specified qualifications within fifteen (15) days of their appointment. The third neutral arbitrator shall act as the chair of the arbitration panel. If the arbitrators selected by the parties are unable to or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA. Notwithstanding this arbitration provision, SpruceJoy may seek emergency, temporary, or preliminary injunctive relief from a competent court of law or equity pending the final ruling of the arbitrator(s), without any requirement to post bond, to prevent irreparable harm arising from any unlawful acts by Customer. Neither party will participate in a class action or class-wide arbitration for any claims covered by these Terms. Any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. IF FOR ANY REASON AN ACTION, SUIT, CLAIM OR PROCEEDING PROCEEDS IN COURT RATHER THAN IN AN ARBITRATION, (I) SUCH ACTION, SUIT, CLAIM OR PROCEEDING SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICATION OF THE FEDERAL OR STATE COURTS, AS APPLICABLE, SITTING IN TRAVIS COUNTY, TEXAS AND EACH PARTY WAIVES ANY CLAIM OF INCONVENIENT FORUM, AND (II) EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING HEREUNDER, RELATING TO OR IN CONNECTION WITH THESE TERMS OR THE SERVICE.
- Except where prohibited by applicable law, any claim or cause of action by you concerning SpruceJoy or arising out of or related to these Terms must be filed within one year after such claim or cause of action arose, or be forever barred.
Waiver and Severability
- No waiver of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
- If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
These terms and any referenced policies are the entire agreement between you and us, and supersede all prior agreements. If any provision of these terms is held to be unenforceable, then that provision is modified to the extent necessary to enforce it. If a provision cannot be modified, it is severed from these terms, and all other provisions remain in force. If either party fails to enforce a right provided by these terms, it does not waive the ability to enforce any rights in the future.
Any questions or concerns about these Terms, should be directed to email@example.com or by mail to: SpruceJoy, 11900 Jollyville Rd #200524, Austin, TX 78720.