Terms of Service

  PLEASE READ THIS AGREEMENT BEFORE USING SPRUCED By downloading, accessing, and/or using the service, application, and/or website (the “Services”) provided by SPRUCED GROUP, LLC, its parent companies, subsidiary companies, or affiliated companies (collectively, “Spruced”), you (the “User”) are agreeing to be bound by the terms and conditions stated herein (the “Agreement”), and to be bound by any future amendments or additions to the Agreement. Spruced does not provide on-demand personal care services; it provides the service, application, and/or website that facilitates a business’s or third-party’s providing of on-demand personal care services to the User.  No joint venture, partnership, employment, or agency relationship exists between Spruced and any business or third party as a result of this License or use of the Services, application, or website. The Services are solely for Users 18 years of age or older. Any use of or access to the Services by anyone under 18 years old is strictly prohibited and is in violation of the Agreement. The Agreement shall be governed by the laws of the State of Louisiana.   USER AGREEMENT Terms & Conditions of Service The terms and conditions stated in the Agreement constitute an enforceable legal agreement between the User and Spruced. In order to download, use, and/or access the Services, the User must agree to the terms and conditions that are set out herein. By downloading, using, and/or accessing the Services or any associated application or website, including but not limited to those provided by Spruced or those that enable the User to use the Services, the User hereby expressly acknowledges and agrees to be bound by the terms and conditions of the Agreement, and to any future amendments and/or additions to the Agreement, as altered, changed, and/or published at Spruced’s application or website. Spruced reserves the right to modify the terms and conditions of the Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of the Agreement on Spruced’s application or website. The User is responsible for regularly reviewing the Agreement. Continued use of the Services after any such changes shall constitute the User’s consent to such changes. Spruced grants the User a non-transferable, non-exclusive limited license to access and make personal use of the Services, subject to the terms and conditions in the Agreement (the “License”). The License allows the User to use the Services for the User’s personal, non-commercial use. The License also allows the User to download and install any applications related to the Services on a mobile device that the User owns or controls for the User’s personal non-commercial use. Spruced’s grant of the License does not permit the User to duplicate, transfer, give access to, copy or distribute any part of the Services in any way, or use the Services in any manner not consistent with the terms and conditions in the Agreement. Any unauthorized use terminates the License granted by Spruced. All rights not expressly granted herein are reserved by Spruced. Spruced shall not be liable for any loss or damage arising from the User’s failure to comply with the terms, conditions, or applicable laws/regulations. The Agreement will continue to apply until the User or Spruced terminates it as follows: (a) The User discontinues using the Services; or, (b) Spruced may suspend or terminate the User’s accounts or cease providing the Services at any time for any reason. Key Content-Related Terms “Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials. “Spruced Content” means Content that Spruced makes available through the Services, website, application, including any Content licensed from a third party, but excluding User Content. The “User” means a person who accesses or uses the Services, website, or application. The “User Content” means Content that the User posts, uploads, publishes, submits or transmits to be made available through the Services, website, or application. “Collective Content” means, collectively, Company Content and User Content. Ability to Accept the Terms and Conditions, and Disqualifying Conduct The User affirms that they are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Agreement, and to abide by and comply with the Agreement. The User further represents and warrants that they are not on any list of prohibited or restricted parties, or in a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a “terrorist-supporting” country. The User also agrees that:
  • They are fully able and legally competent to agree to the Terms;
  • They will not impair or harm the Services or attempt to gain unauthorized access to the application;
  • The use of the application, website, and/or the Services is subject to all applicable local, state, and federal laws and regulations and the User will not use the Services for any illegal purposes;
  • The User will not to use the Services unless the User is 18 years or older and can provide a valid form of government issued identification, which verifies the User’s age, and the physical credit card (if requested), at the time of service;
  • Spruced reserves the right to prosecute any attempt by a User to misconstrue their age.
  • The User will not abuse the Services by creating multiple or duplicate accounts or exploiting any errors in the application, website, or system to gain access to unintended benefits (abusing promo codes, referral programs, etc.);
  • The User will not use the Services to engage in commercial activities, aside from those sanctioned by Spruced;
  • The User will not copy or distribute any content from the Services, application, or website;
  • The User will not attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services, website, or application, or any of their Content;
  • The User will not interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services, website, or application;
  • The User will not resell the use of the Services, website, or application to a third party;
  • The User will not encourage or enable any other individual to do any of the foregoing;
  • It is the User’s responsibility to keep their account password and identifying information confidential;
Representations and Warranties The User agrees not to post, email, or otherwise make available Content: a) that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another’s privacy, or is harmful to minors in any way; b) that advertises any illegal service or the sale of any items which are prohibited or restricted by the laws of the User’s State; c) attempt to gain unauthorized access to the Company’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Services, application, or website. The User may only access the Services by authorized means and for authorized reasons. It is the User’s responsibility to check to ensure that the User downloads the correct application for the User’s device. Spruced is not liable if the User does not have a compatible device or if the User has downloaded the wrong version of the application for the User’s device. Spruced reserves the right to terminate this Agreement should the User use the Services, application, or website with an incompatible or unauthorized device. Spruced does not provide on-demand personal care services; it provides the service, application, and/or website that facilitates a business’s or third-party’s providing of on-demand personal care services to the User.  No joint venture, partnership, employment, or agency relationship exists between Spruced and any business or third party as a result of this License or use of the Services, application, or website. The User agrees and acknowledges that they will only use the Services, application, and website for lawful purposes, and not for sending or storing any unlawful material or for fraudulent purposes. The User will not use the Services, application, or website to cause nuisance, annoyance, or inconvenience. The User will not impair the proper operation of the network. The User will not try to harm the Services, application, or website in any way whatsoever. The User will not copy or distribute the Services, application, website, or Spruced content without written permission from Spruced. The User will only use the Services, application, and website for their own use and will not resell it to a third party. The User will keep secure and confidential their account password or any identification Spruced provides which allows access to the Services, application, and/or website. The User will provide Spruced with whatever proof of identity Spruced may reasonably request. The User will at all times act in full compliance with federal and state laws. Services The Services enable Users to coordinate on-demand personal care services with independent third party providers (a “Third Party Provider”). Spruced does not provide on-demand personal care services; it provides the service, application, and/or website that facilitates a business’s or third-party’s providing of on-demand personal care services to the User.  No joint venture, partnership, employment, or agency relationship exists between Spruced and any business or third party as a result of this License or use of the Services, application, or website. The Company checks the backgrounds of Third Party Providers via third party background check services. However, each User should exercise caution and common sense to protect its personal safety and property, just as the User would when interacting with any person who the User do not personally know. THE USER AGREES TO HOLD THE COMPANY HARMLESS FOR ANY CLAIM, LIABILITY, LOSS, OR DAMAGE THAT MIGHT ARISE OUT OF THE SERVICES. SPRUCED IS NOT RESPONSIBLE FOR ANY CONDUCT OF ANY USER OR THIRD PARTY PROVIDER, AND WILL NOT BE LIABLE FOR ANY CLAIM, LOSS, INJURY, OR DAMAGE ARISING IN CONNECTION WITH ANY SERVICES OR GOODS PROVIDED BY ANY THIRD PARTY PROVIDER. Payment Terms The User must provide Spruced with a valid credit card as a condition to making an appointment with any Third Party Provider, even if free by promotion, or purchasing any personal care product. By providing Spruced with your credit card and payment information, the User agrees that Spruced is authorized to invoice the User for all fees and charges due and payable to Spruced hereunder and that no additional notice or consent is required. The User agrees to immediately notify Spruced of any change in your billing address or the credit card used for payment hereunder. Sprued may change any pricing, from time to time in Spruced’s sole discretion, and subject only to the right of service providers to review and accept said pricing changes, by updating the prices anywhere on the Services and without any additional notice to the User, provided that changes will not affect any services or products purchased prior to the notice. When the User arranges on-demand personal care services, the User agrees to pay the service provider the service fee listed in the Services or the website of the Third Party Provider of services or produces. All payments to Third Party Providers are non-refundable, except in the event Spruced or the Third Party Provider cancel the products or services. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the User is responsible for payment of all such taxes, levies or duties. Any amounts not paid when due will bear interest at the maximum legal rate if less. If any amount cannot be charged to your credit card for any reason, Spruced may provide the User, via email, notice of non-payment and a link to update payment information. The User may elect to cancel the Third Party Provider’s services or products at any time prior to the Third Party Provider’s arrival. The User will be charged a cancellation fee if the cancellation is within five hours of the Third Party Provider’s scheduled arrival time. If the Third Party Provider cancels for any reason, the User will receive a refund, unless Spruced is able to arrange another Third Party Provider acceptable to the User. Payment arranged through the Services are meant to fully compensate the Third Party Provider for the services or goods provided. The User agrees that, while the User is free to provide additional payment as a gratuity to any Third Party Provider who provides the User with services or goods obtained through the Services, the User are under no obligation to do so. The User agrees: (i) to use Promo Codes only once, only for their intended purpose, and in a lawful manner; (ii) to not alter, duplicate, sell, transfer or redistribute Promo Codes in any manner (including, without limitation, by posting Promo Codes to a website or other public forum), unless expressly permitted by Spruced; (iii) Promo Codes may be disabled by Spruced at any time for any reason without liability to Spruced; (iv) Promo Codes may only be used pursuant to this Agreement and any specific additional terms that Spruced establishes for a Promo Code; (v) Promo Codes have no cash value; (vi) multiple Promo Codes cannot be used in a single transaction or appointment; and, (vii) Promo Codes may expire prior to the User’s use. Spruced reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes any User in the event Spruced determines that the use or redemption of the Promo Code in question or the provision of any referral credit was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or the terms of this Agreement. Once the User has redeemed a Promo Code or used any credit in the User’s Account, no further promotional value adjustments or credits will be issued for any reason, including but not limited to, dissatisfaction with the Services. The User agrees to comply with all requirements of the Third Party Provider that are included in the confirmation email. At all times, whether or not in the confirmation email, the User agrees to: (a) create a safe, clean, and reasonably comfortable workspace that is free of conditions that would make it difficult for Third Party Providers to perform the services (all as determined in the Third Party Provider’s sole discretion); (b) provide a workspace that has access to bathroom facilities and is in close proximity to an electrical outlet and a sink with hot and cold running water; and (c) refrain, and cause other individuals present to refrain, from any speech, conduct, or personal displays that a reasonable person would find offensive, intimidating, hostile, harassing, indecent or abusive. All pets must be confined to a room other than the one in which the Third Party Provider will be at any time. If the User has a child or children under the age of 13, childcare (provided by someone other than the User and the Third Party Provider) must be present. Third Party Providers reserve the right to terminate or refuse to provide services to anyone at any time in the event the User does not fulfill the responsibilities as set forth in this Section, or if the Third Party Provider feels unsafe or uncomfortable for any reason. The User represents that the venue and location at which personal care services are requested, are in compliance with all state and local health and safety rules including but not limited to: having fully functioning plumbing; a running water system or a self-contained potable water system not less than 100 gallons, a fully functioning ventilation system, and a non-corrosive container for hair clippings and any waste. Licenses to Spruced Content and User Content Granted by Spruced Subject to the User’s compliance with the terms and conditions of the Agreement, Spruced grants the User a limited, non-exclusive, non-transferable license: (a) to view, download, and print any Spruced Content solely for the User’s personal and non-commercial purposes; and, (b) to view any User Content to which the User is permitted access solely for the User’s personal and non-commercial purposes. The User has no right to sublicense the license rights granted in this section. The User will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, application, website, Spruced Content or Collective Content, except as expressly permitted in the Agreement. No licenses or rights are granted to the User by implication or otherwise under any intellectual property rights owned or controlled by Spruced or its licensors, except for the licenses and rights expressly granted in the Agreement. License Granted by User Spruced may, in its sole discretion, permit the User to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Services, application, and/or website, the User hereby grants to Spruced a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, and otherwise exploit such User Content only on, through or by means of the Services, application, and/or website. Spruced does not claim any ownership rights in any User Content and nothing in the Agreement will be deemed to restrict any rights that the User may have to use and exploit any User Content. The User acknowledges and agrees that the User is solely responsible for all User Content that the User makes available through the Services, application, and/or website. Accordingly, the User represents and warrants that: (a) the User either is the sole and exclusive owner of all User Content that the User makes available through the Services, application, and/or website, or the User has all rights, licenses, consents and releases that are necessary to grant to Spruced and to the rights in such User Content, as contemplated under the Agreement; and, (b) neither the User Content nor the User’s posting, uploading, publication, submission or transmittal of the User Content or Spruced’s use of the User Content (or any portion thereof) on, through or by means of the Services, application, and/or website will infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws or regulations. The User agrees that Spruced may verify the User’s identification and may share the User’s identification with any third party with whom the User transacts through Spruced. Communications The User expressly consents and agrees to accept and receive communications from Spruced and/or third parties with whom the User transacts, including e-mail, text messages, calls, and push notifications to the cellular telephone number the User provides to Spruced. By consenting to being contacted by Spruced, the User understands and agrees that the User may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Spruced, its affiliated companies, and/or Third Party Providers, including but not limited to: operational communications concerning the User’s account or use of the Services, application, and/or website, updates concerning new and existing features of the Services, application, and/or website, communications concerning promotions run by Spruced or third parties, and news concerning Spruced and industry developments. IF THE USER WISHES TO OPT-OUT OF PROMOTIONAL EMAILS, TEXT MESSAGES, OR OTHER COMMUNICATIONS, THE USER MAY OPT-OUT BY FOLLOWING THE UNSUBSCRIBE OPTIONS PROVIDED TO THE USER. Standard text messaging charges applied by the User’s cell phone carrier will apply to text messages Spruced sends. The User acknowledges that the User is not required to consent to receive promotional messages as a condition of using the Services, application, and/or website. However, the User acknowledges that opting out of receiving text messages or other communications may impact the User’s use of the Services, application, and/or website. Application License Subject to the User’s compliance with the Agreement, Spruced grants the User a limited non-exclusive, non-transferable license to download and install a copy of the application on a single mobile device or computer that the User owns or controls, and to run such copy of the application solely for the User’s own personal use. Furthermore, with respect to any application accessed through or downloaded from the Apple App Store, Android Market, Amazon App Store, BlackBerry App World, Samsung Apps Store, Nokia OVI store, and Windows marketplace for Mobile (“App Store Sourced Application”), the User will use the App Store Sourced Application as permitted by the “Usage Rules” set forth in the App Store Sourced Application Terms of Service. Spruced reserves all rights in and to the application not expressly granted to the User under this Agreement. Intellectual Property Ownership Spruced alone (and its licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Services, application, and website, and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by the User or any other party relating to the Services, application, or website. The Agreement is not a sale and does not convey to the User any rights of ownership in or related to the Services, application, or website, or any intellectual property rights owned by Spruced. The Spruced name, the Spruced logo, and the product names associated with the Services, application, and website are trademarks of Spruced or third parties, and no right or license is granted to the User to use them. Third Party Interactions During use of the Services, application, or website, the User may enter into correspondence with, purchase goods and/or services from, or participate in promotions of Third Party Providers, third party providers, advertisers, or sponsors showing their products and/or services through the Services, application, or website. Spruced is not a party to any transaction that the User may enter into with a Third Party Provider or third party payment processor. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between the User and the applicable third-party. Spruced and its licensors shall have no liability, obligation, or responsibility for any such correspondence, purchase, transaction, or promotion between the User and any such third-party. Spruced does not endorse any websites, providers, or products that are linked through the Services, application, or website, and in no event shall Spruced or its licensors be responsible for any content, products, services, or other materials on or available from such sites or third party providers. Spruced provides the Services, application, and website to the User pursuant to the terms and conditions of the Agreement. The User recognizes, however, that certain third party providers of products and/or services may require the User’s agreement to additional or different terms and conditions prior to the User’s use of or access to such products or services, and Spruced disclaims any and all responsibility or liability arising from such agreements between the User and the third party providers. Spruced may rely on third party advertising and marketing supplied through the Services, application, and/or website, and other mechanisms to subsidize the Services, application, and/or website. By agreeing to these terms and conditions the User agrees to receive such advertising and marketing. Spruced may compile and release information regarding the User and the User’s use of the Services, application, and/or website on an anonymous basis as part of a customer profile or similar report or analysis. The User agrees that it is the User’s responsibility to take reasonable precautions in all actions and interactions with any third party the User interacts with through the Services, application, or website. Indemnification By entering into the Agreement and using the Services, application, and website, the User agrees that they shall defend, indemnify and hold Spruced, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) the User’s violation or breach of any term of the Agreement or any applicable law or regulation, whether or not referenced herein; (b) the User’s violation of any rights of any third party, including Third Party Providers, providers of products arranged via the Services, application, and/or website; or, (c) the User’s use or misuse of the Services, application, and/or website. DISCLAIMER OF WARRANTIES SPRUCED MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES, APPLICATION, OR WEBSITE. SPRUCED DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICES, APPLICATION, OR WEBSITE WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA; (B) THE SERVICES, APPLICATION, AND/OR WEBSITE WILL MEET THE USER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE USER FROM THE THIRD PARTIES WILL MEET THE USER’S REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS IN THE SERVICES, APPLICATION, OR WEBSITE WILL BE CORRECTED; OR, (F) THE SERVICES, APPLICATION, WEBSITE, OR SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES, APPLICATION, AND WEBSITE ARE PROVIDED TO THE USER STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SPRUCED. SPRUCED MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF ANY SERVICES, PRODUCTS, OR GOODS PROVIDED OR OBTAINED BY THE USER OF THIRD PARTIES THROUGH THE USE OF THE SERVICES, APPLICATION, OR WEBSITE. THE USER ACKNOWLEDGES AND AGREES THAT THE ENTIRE RISK ARISING OUT OF THE USER’S USE OF THE APPLICATION AND SERVICES, AND ANY THIRD PARTY SERVICES OR PRODUCTS, REMAIN SOLELY WITH THE USER, TO THE MAXIMUM EXTENT PERMITTED BY LAW. INTERNET DELAYS Spruced Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Spruced is not responsible for any delays, service failures, delivery failures, or other damage resulting from such problems. LIMITATION OF LIABILITY IN NO EVENT SHALL SPRUCED BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). SPRUCED SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY THE USER, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, APPLICATION, AND/OR WEBSITE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, APPLICATION, OR WEBSITE, ANY RELIANCE PLACED BY THE USER ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN THE USER AND ANY THIRD PARTY PROVIDER, ADVERTISER, OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED BY THE SERVICES, APPLICATION, OR WEBSITE, EVEN IF SPRUCED HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SPRUCED MAY INTRODUCE THE USER TO THIRD PARTYS AND/OR THIRD PARTY PROVIDERS TO FACILITATE THEIR PROVIDING OF ON-DEMAND PERSONAL CARE SERVICES TO THE USER. HOWEVER, SPRUCED WILL NOT ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY THIRD PARTY PROVIDERS AND THE USER EXPRESSLY WAIVES AND RELEASES SPRUCED FROM ANY AND ALL LIABILITY, CLAIMS, OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE PRODUCT PROVIDERS. SPRUCED WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN THE USER AND ANY THIRD PARTY. SPRUCED CANNOT AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN THE USER AND THE THIRD PARTY PROVIDERS. RESPONSIBILITY FOR THE DECISIONS THE USER MAKES REGARDING SERVICES AND PRODUCTS ACQUIRED VIA THE SERVICES (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH THE USER. SPRUCED WILL NOT ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY SUCH THIRD PARTIES AND THE USER EXPRESSLY WAIVES AND RELEASES SPRUCED FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM USE OF THE SERVICES, APPLICATION, AND/OR WEBSITE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO THE USER BY THE SERVICES, APPLICATION, OR WEBSITE. THE QUALITY OF THE SERVICES AND PRODUCTS RECEIVED THROUGH THE SERVICES, APPLICATION, AND/OR WEBSITE ARE ENTIRELY THE RESPONSIBILITY OF THE THIRD PARTY PROVIDERS. Notice Spruced may give notice by means of a general notice on the application or website, electronic mail to the User’s email address on record in Spruced’s account information, or by written communication sent by first class mail or pre-paid post to the User’s address on record in Spruced’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). The User may give notice to Spruced (such notice shall be deemed given when received by the Company) at any time by sending an email to: Legal@SprucedGroup.com. Please specify the reason for the email in the subject line so it can be forwarded to the proper department. Assignment The Agreement may not be assigned by the User without the prior written approval of Spruced, but may be assigned by Spruced without the User’s consent to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Export control The User agrees to fully comply with all U.S. and foreign export laws and regulations to ensure that neither the application nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the Services, website, and/or application, the User represents and warrants that: (i) the User is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) the User is not listed on any U.S. Government list of prohibited or restricted parties. Dispute Resolution The User and Spruced agree that any dispute, claim, or controversy arising out of or relating to the Agreement or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services, application, or website (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. The User acknowledges and agrees that the User and Spruced are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both the User and Spruced otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement. The arbitration shall be administered in Lafayette, Louisiana. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Louisiana and will be selected by the parties from the American Arbitration Association’s (“AAA”) roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. If the User’s claim does not exceed $20,000, then the arbitration will be conducted solely on the basis of documents the User and Spruced submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the User’s claim exceeds $20,000, the User and Spruced will have a right to an arbitration hearing. The arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. The arbitrator will render an award within a reasonable time. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Notwithstanding the provisions of the modification-related provisions above, if Spruced changes this “Dispute Resolution” section after the date the User first accepted the Agreement (or accepted any subsequent changes to this Agreement), the User may reject any such change by sending Spruced a notice to Legal@SprucedGroup.com with “Legal” in the subject line, within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Spruced’s email notifying the User of such change. By rejecting any change, the User is agreeing that the User will arbitrate any Dispute between the User and Spruced in accordance with the provisions of this “Dispute Resolution” section as of the date the User first accepted this Agreement (or accepted any subsequent changes to the Agreement). General The Agreement constitutes the entire agreement between the User and Spruced, and governs the User’s use of the Service, superseding any prior agreements between the User and Spruced. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent of the law. The Agreement and the relationship between the User and Spruced shall be governed by the laws of the State of Louisiana, without regard to its conflict of law provisions. No joint venture, partnership, employment, or agency relationship exists between Spruced and the User and/or any third party as a result of the Agreement or use of the Services, application, or website. The failure of Spruced to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of any such right or provision, unless acknowledged and agreed to by Spruced in writing. If any provision of the Agreement is found by an arbitrator to be invalid, the parties agree that the arbitrator should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. The User agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Agreement must be filed within one year after such claim or cause of action arose. All Users and Contractors/Providers are required to abide by all federal and state laws, and agree to indemnify Spruced for any and all losses, damages, fees, and costs (including attorneys’ fees and expenses) for violations of federal and state laws. If cosmetology and/or barbering services can only be legally provided in certain areas or to certain individuals pursuant to certain exceptions, Users warrant that the selected exception is in fact met by the User’s condition and/or circumstance, and Contractors/Providers must verify that the User meets the selected exception before providing the services.
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