Sprucy Co., LLC and/or its affiliates ("Sprucy") provides a web application featuring technology to enable registered users to engage in real-time shopping, sharing, buying, selling and/or renting of themed apparel and accessories on our marketplace (collectively, “Sprucy Services”, “Services” or “Service”). Sprucy provides the Sprucy Services to you (“User”) subject to the following conditions
By using Sprucy Services, you agree to these conditions. Please read them carefully.
ABOUT THE SERVICES
Through the Services, we aim to provide you with a marketplace platform for renting, selling and/or buying clothes and accessories. Various terms and conditions are also included in our FAQs which are available at here and is incorporated herein by reference
B. Mobile Charges
To the extent you access the Services through a mobile or wireless device, your carrier’s standard charges, data rates and other fees may apply.
Children under the age of 13 may not use the Services and parents or legal guardians may not agree to these Terms on their behalf. Children under 18 years of age but at least 13 years of age may use the Site under the supervision of parents or legal guardians who agree to be bound by these Terms on their behalf, but such children may not directly rent or purchase any clothing or accessories (“Products”) via the Services. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child between the ages of 13 and 18, you are fully responsible for his or her use of the Services and the rental or purchase of any Products, including all legal liability he or she may incur.
D. Third Party Services
In addition, Sprucy is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with third party services. As such, Sprucy is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party service. Sprucy enables these features merely as a convenience and the inclusion of such features does not imply an endorsement or recommendation.
E. Your Registration Obligations
F. User Conduct
You are solely responsible for all descriptions, pictures of items, listings, information, data, text, software, music, sound, graphics, video, messages or other materials ("content") that you upload, post, publish or display (hereinafter, "post") or otherwise transmit via the Service, and for all items that you sell, rent or purchase via the Service. The following are examples of the kind of items, content and/or use that is illegal or prohibited by Sprucy. Sprucy reserves the right to investigate and take appropriate legal action against anyone who, in Sprucy’s sole discretion, violates this provision, including without limitation, removing the offending items or content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
Purchase and Sale Transactions
A. Fees; Transactions
Registering for the Service is free; however, Sprucy charges certain fees for various transactions effected through the Service. Unless otherwise stated, all fees are quoted in U.S. Dollars. Sellers and Renters are responsible for all income taxes associated with the purchase and sale of any items through the Service.
B. Credit Card Transactions
To the extent you as a buyer effect any transactions using a credit card, you must have a valid credit card on file, and we will (or a third party credit card processor may) store your credit card information. Sprucy will verify your credit card information (including expiration date and billing address), but will not charge your credit card unless you conduct an activity through the Service that requires your credit card to be charged. By agreeing to pay for a transaction with your credit card, you authorize us to charge your credit card.
C. Fee Modifications
We reserve the right to change or discontinue, temporarily or permanently, some or all of the fees for the Service (including to lower fees for promotional events), and such changes are effective when we post information about the fee change through the Service.
D. The Service is only a Venue and Sprucy is not affiliated with or endorsed by any designer, manufacturer, retailer or brand of the items that users buy, sell, rent or rent out on Sprucy’s marketplace: The Service acts as an open marketplace for users to interact with other users to buy, sell and rent/rent out fashion items. Sprucy only provides a service, is not involved in any transaction between users who use the Service, does not obtain title to any purchased or rented items and does not act as the buyer, seller, renter or rentee (or agent for buyers, sellers, renters or rentees) with respect to any such transactions. Sprucy is not affiliated with or endorsed by any designer, manufacturer, retailer or brand of the items that users buy, sell, rent or rent out on Sprucy’s marketplace. There are risks that you assume when dealing with other users (including those who may be acting under false pretenses). You agree that all of these risks are borne by you, and not Sprucy. Sprucy does not control the behavior of users of the Service or the information or other content provided by other users that is made available through the Service. As a result, Sprucy does not guarantee or endorse the authenticity, quality, safety, or legality of any items offered, rented or sold, the truth or accuracy of any listings, or the ability of sellers to sell items, of buyers to buy items, or of renters to rent or rent our items. We cannot assure that all transactions will be completed. Additionally, Sprucy does not guarantee the ability or intent of users to fulfill their obligations in any transactions. Sprucy reserves the right to delay the completion of any transaction for a reasonable period of time for purposes of fraud detection and otherwise protecting Sprucy and its users from illegal or wrongful activities.
FOR EVERY TRANSACTION THAT IS COMMENCED THROUGH OUR SITE, YOU MUST MAKE YOUR OWN INDEPENDENT DETERMINATION REGARDING THE STATEMENTS, PRODUCT DESCRIPTIONS OR THE REPRESENTATIONS OF THE OTHER PARTY AND THE PARTY'S ABILITY TO PAY FOR OR DELIVER THE ITEM(S) OFFERED. PLEASE USE CAUTION, COMMON SENSE, AND PRACTICE SAFE TRADING WHEN DEALING WITH OTHER USERS OR OTHERWISE USING THE SITE
E. Item Message System
User authentication on the Internet is difficult. Sprucy may attempt, but is under no obligation, to independently confirm a user's purported identity. Therefore, we have established an item messaging system to help you evaluate the user with whom you are dealing. We also encourage you to communicate directly with potential buyers, sellers, rentees or renters through the features available through the Service.
F. Listing Restrictions
Sprucy prohibits the listing or sale/rent of any item that is illegal to sell/rent under any applicable law, statute, ordinance, or regulation.
You must have the legal authority to sell the items that you are listing for sale through the Service. You must describe your item (including the original price) and all terms of sale in your listing truthfully, accurately and reasonably completely. If you accept an offer, you shall complete the transaction with the buyer unless the transaction is prohibited by law or these Terms of Service, subject to the return procedure described below. You are also responsible for payment of the commission to Sprucy. An offer to sell/rent may be retracted at any time prior to its acceptance, but not after.
If you agree to purchase an item through the Service and confirm the transaction, you are obligated to complete the transaction in accordance with the terms and conditions specified by the seller (e.g., with respect to the listing price), unless the transaction is prohibited by law or these Terms of Service, subject to the return procedure described below.
If you agree to rent an item through the Service and confirm the transaction, you are obligated to complete the transaction in accordance with the terms and conditions specified by the rentee (e.g., with respect to the listing price), unless the transaction is prohibited by law or these Terms of Service, subject to the return procedure described below.
Upon the confirmation of any purchase and sale transaction through the Service and payment of the required amount by the buyer, Sprucy will send to the seller's address indicated in the seller's account information a pre-paid shipping label for seller to ship the purchased item to the buyer. The seller must ship the purchased item to the buyer using the shipping label (and corresponding shipping method) required by Sprucy within 2 days after receipt of such shipping label. If the seller does not ship the purchased item within the required time period, then the seller will be notified that the order will be cancelled unless it is shipped within the time period required in such notice. Upon receipt of confirmation from the buyer that it has satisfactorily received and accepted the purchased item, Sprucy will credit seller's account in an amount equal to the purchase price received from the buyer, minus a commission to be retained by Sprucy. The buyer must confirm its acceptance within 3 days after receipt of the purchased item; if the buyer does not respond within such time period, the purchased item will be deemed accepted. Any funds credited to seller's account may be redeemed by the seller through a permitted third party payment provider (e.g., by ACH from Sprucy’s chosen financial institution) or used by seller to purchase items listed by other sellers through the Service.
We do not currently allow returns of items, but we do strive to make our customers happy. If the item you receive is damaged, the wrong item or not as described, or if any items are missing, then you must report the issue in the Sprucy Service within 3 days after delivery of the purchased item. Alternatively, you can also email us within 3 days after delivery at email@example.com to let us know and we may offer a solution.
RENTAL AND SALE OF PRODUCTS
A. General Conditions
The Services include the rental and sale of Products. This Section sets out terms and conditions that apply to your rental or purchase of any Product.
18 YEARS OR OLDER. Products may be directly rented or purchased for use by individuals under 18 years of age, but we rent and sell to adults acting on their behalf, who may rent or purchase the Products with a payment card or other approved payment method. By clicking agreeing to these Terms, you represent that you are 18 years or older and that you are authorized to use the chosen payment method (including, without limitation, credit cards) for the purpose of renting or purchasing the Products as described in these Terms.
LIMITS. You acknowledge and agree that we may place limits on the rental or purchase of Products, including but not limited to restricting orders placed under a single customer account, payment card or billing or shipping address. We reserve the right to limit, cancel or prohibit any rentals or sales of Products for any reason in our sole discretion, including but not limited to availability and geographic concerns.
DELIVERY. All deliveries shall be made via United States Postal Service (“USPS”). Alternatively, you can make arrangements to pick up your order from the Rentee/Seller directly.
COLLECTIONS. If you do not pay the amounts you owe to Sprucy when due, then Sprucy will need to institute collection procedures. You agree to pay Sprucy’s costs of collection, including without limitation reasonable attorneys' fees.
COMMUNICATIONS. You consent to receive communications from us, including email, text messages, calls, and push notifications, including for the purposes of notifying you about the status of your order, sending you reminders, facilitating secondary authentication, and providing other information as may apply. We may contact you by telephone calls or text messages, including by an automatic telephone dialing system, at any of the telephone numbers provided by you. Standard message and data rates charged by your mobile carrier may apply to the text messages we send you. You may opt out of receiving communications by following the unsubscribe procedures we provide to you. In the case of text messages, you may opt out by replying "STOP" to a text message you receive from us or by emailing firstname.lastname@example.org. You acknowledge that opting out of receiving communications may impact your use of the Services." You further agree to receive communication from other users on the marketplace platform, similar to communications from us.
The following additional conditions apply to the rental of any Product.
RENTAL FEE. The rental fee (“Rental Fee”) for the Product will be the total of the rental fee and delivery charges listed on the Site for your rental of the Product. When you place your rental order for a Product, you hereby authorize Sprucy to charge your payment card for the Rental Fee. Sprucy will charge your payment card the amount of the Rental Fee immediately upon your rental order. A reservation of a Product on the Site is an order for the rental of that Product, regardless of how far in advance that Product is reserved. In addition, at the time of your rental order for a Product, you hereby authorize Sprucy to charge your payment card for an amount equal to 100% of the original retail value of the Product (when new) set forth on the Site (“Retail Value”) plus applicable sales taxes; provided that Sprucy will only charge your payment card for an amount greater than the Rental Fee as described below. Rental Fees exclude all federal, state and local taxes, GST, fees, customs, duties, levies and other governmental assessments, all of which shall be paid by you directly or, if paid by Sprucy, shall be paid by you to Sprucy in connection with your rental order. Sprucy will release all funds 72 hours after the transactions are complete and no disputes are received from the owners of the items.
CANCELLATION POLICY. You may cancel your rental order subject to the following cancellation fees and policies:
RETURN LABEL. All shipping is done via USPS only with 3-day shipping. Rentee pays for the rental cost and shipping at checkout if the item is being mailed. When the item is shipped by the owner via USPS there will be a return label in the box to return the item on the 4th or 8th day of rental. Simply use the same box and use the new shipping label in your box with the same box.
Rentee pays for shipping to the Rentee, and Renter pays for shipping to receive the item back from Rentee.
RECEIPT OF THE PRODUCTS. Upon delivery, you bear responsibility for the Product(s). You acknowledge that a Secure Shipping Address is highly recommended. A “Secure Shipping Address” means a location where an individual can physically receive Product(s). In the event that an un-secure shipping address is provided, Sprucy and/or Sprucy Rentees do not bear liability for Products left unattended. Furthermore, you acknowledge that providing anything other than a Secure Shipping Address may result in delivery delays and additional delivery fees for which Sprucy and/or Sprucy Rentees will not be liable. You will be liable for all such delays and additional delivery fees.
USE OF THE PRODUCTS. You agree to treat the Products with great care, as if it was borrowed from your close friend. You are responsible for loss, destruction or damage to the Products due to theft, mysterious disappearance, fire, major stains or any other cause. A $10 fee will be charged if an owner reports and shows proof of minor stains or minor repairable damage.
If you return a Product that is damaged beyond repair, then you agree that we shall charge you, and you shall pay, for the price for repairing or replacing the Product, as determined in our discretion, up to the Retail Value for the Product. All damages must be reported to sprucy within 48 hours of receiving the item via usps. email@example.com.
Notwithstanding the foregoing, all purchases are final for in person pickups or meet ups.
RETURN OF THE PRODUCTS. You agree to return the Products to Sprucy Rentees on or before the return date. You must return the Product by delivering the Product via USPS by 12 p.m. on or before the date that the Product is due. We/Rentees are not responsible for any personal or other items left in the Products or which are returned to Rentees. If you believe you have accidentally or otherwise sent us any such items, please contact customer service as soon as possible at firstname.lastname@example.org. Our staff may assist in attempting to locate such items at a customer’s request, but are not obligated to and assume no liability for doing so.
PAYMENT OF 100% RENTAL VALUE Sprucy will not charge you for more than an amount equal to 100% of the Retail Value plus the Rental Fee, in the aggregate, for any charges arising under this Section, excluding collection costs. If you pay Sprucy an amount equal to 100% of the Retail Value under this Section and you still possess the Product, the Product is yours to keep, though on an “AS IS” basis without warranty of any kind. For the avoidance of doubt, the limitations of this clause shall not apply to the Rental Fee, which is charged separately from, and in addition to, any other charges payable by you pursuant to this Section. Sprucy has full discretion and authority to make a determination of what dollar amount constitutes the Retail Value of any item on a case by case basis.
ASSUMPTION OF RISK FOR IN PERSON PICK UPS AND MEETUPS.
A. YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING AN INTERNET-BASED MARKETPLACE AND INTERACTING WITH OTHER USERS IN PERSON. WE DO NOT INVESTIGATE OR VERIFY ANY USER’S REPUTATION, CONDUCT, MORALITY, CRIMINAL BACKGROUND, OR ANY INFORMATION USERS MAY SUBMIT TO THE SERVICES . YOU ARE SOLELY RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS WHEN INTERACTING WITH OTHER USERS, PARTICULARLY WHEN MEETING A STRANGER IN PERSON FOR THE FIRST TIME. IT IS POSSIBLE THAT OTHER USERS MAY ATTEMPT TO PHYSICALLY HARM OR DEFRAUD YOU OR OBTAIN INFORMATION FROM YOU FOR FRAUDULENT PURPOSES. YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, SELLING, RENTING AND BUYING THROUGH SPRUCY’S SERVICES (INCLUDING ALL ONLINE AND OFFLINE INTERACTIONS WITH OTHER USERS).
B. COMMUNITY MEETUP SPOTS. COMMUNITY MEETUP SPOTS ARE LOCATIONS IN WHICH A THIRD PARTY (SUCH AS A POLICE DEPARTMENT OR LOCAL STORE) HAS AGREED TO POST A COMMUNITY MEETUP SPOT SIGN. WE ENCOURAGE THIRD PARTIES TO PLACE COMMUNITY MEETUP SPOTS IN WELL-LIT LOCATIONS, WITH SURVEILLANCE AND IN GENERALLY WELL-TRAFFICKED AREAS; HOWEVER, SPRUCY DOES NOT INDEPENDENTLY VERIFY THE CONDITIONS AT ANY COMMUNITY MEETUP SPOT, DOES NOT MONITOR COMMUNITY MEETUP SPOTS AND DOES NOT WARRANTY THEIR SAFETY OR CONDITION. YOUR USAGE OF COMMUNITY MEETUP SPOTS, AND ANY DISPUTE ARISING OUT OF THAT USAGE, INCLUDING AGAINST ANY THIRD PARTY POSTING A COMMUNITY MEETUP SPOT SIGN, REMAINS SUBJECT TO THE EXPRESS PROVISIONS OF THESE TERMS OF SERVICE.
LIMITED WARRANTIES. The following are the limited warranties Rentees provide in connection with Product rentals. Rentee’s liability to you for failure to comply with any of these warranties is limited to timely delivery of Product conforming to the warranties or a refund of the Rental Fee (excluding delivery charges) as determined by Rentee. See DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY below.
The following additional conditions apply to the sale of any Product.
PRODUCTS ARE USED; ALL SALES ARE FINAL AND “AS IS.” You acknowledge and agree that only those Products designated on the Site as available for purchase are eligible for purchase by you. THE PRODUCTS FOR SALE MAY HAVE BEEN PREVIOUSLY RENTED BY OTHER CUSTOMERS AND MAY NOT BE NEW. All Products are sold on an “as is” basis, without any warranty whatsoever, and all Product sales are final.
PURCHASE PRICE. The purchase price (“Purchase Price”) for the Products will be the purchase fee and delivery charges listed on the Site in connection with your purchase of the Products. Purchase Price is as listed on the Sprucy website at the time of purchase, and is subject to change. Rentee reserves the right to alter Purchase Price, discount, or availability of any particular item at its discretion and without notice. Upon your purchase order for a Product, you hereby authorize Sprucy to charge your payment card for the Purchase Price. We will charge your payment card the amount of the Purchase Price immediately upon your purchase order. Purchase Prices exclude all federal, state and local taxes, GST, fees, customs, duties, levies and other governmental assessments, all of which shall be paid by you directly or, if paid by Sprucy, shall be paid by you to Sprucy in connection with your purchase order. Purchase orders are final and cannot be cancelled.
A. Ownership of the Services
The Services, including the Sprucy Content, including all intellectual property rights in and to the Services and any changes, modifications or corrections thereto, are the property of Sprucy and its affiliates and licensors, and are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, “Sprucy” and the Sprucy logo are registered trademarks of Sprucy Co., LLC, under the applicable laws of the United States and/or other countries. Other Sprucy product or service names or logos appearing on or through the Services are either trademarks or registered trademarks of Sprucy and/or its affiliates. All other product names are trademarks or registered trademarks of their respective owners. Sprucy and its affiliates and licensors reserve all rights in and to the Services not granted expressly in these Terms.
>Nothing shall be construed as granting to you, by implication, estoppel, or otherwise, any license or right to use the Services or any Sprucy Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with the prior written permission of Sprucy or such third party that may own such Sprucy Content.
B. Services License
Subject to your compliance with these Terms, Sprucy grants to you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial purposes.
By sending us any feedback, ideas, suggestions, documents or proposals (“Feedback”), you grant to us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute, sublicense and otherwise exploit the Feedback, and you waive all moral rights in the Feedback which may be available to you in any part of the world and confirm that no such rights have been asserted. You represent and warrant that the Feedback does not contain any confidential or proprietary information of any third party, and that Sprucy may use your Feedback without restriction or obligation to you or any third party.
All content included in or made available through any Sprucy Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of Sprucy or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Sprucy Service is the exclusive property of Sprucy and protected by U.S. and international copyright laws.
Graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Sprucy Service are trademarks or trade dress of Sprucy in the U.S. and other countries. Sprucy’s trademarks and trade dress may not be used in connection with any product or service that is not Sprucy’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Sprucy. All other trademarks not owned by Sprucy that appear in any Sprucy Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Sprucy.
When you use any Sprucy Service, or send e-mails to us or another user, you are communicating electronically. You consent to receive communications electronically. We and other users will communicate with you by e-mail or by posting notices on this website or through the other Sprucy Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
If you use any Sprucy Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Illicit, improper, offensive, and criminal activities are prohibited on this site and you are wholly responsible for any such activity which may result in account termination, service refusal, removal/editing of content and/or cancellation of orders in Sprucy’s sole discretion. If you are under 18, you may use the Sprucy Services only with involvement of a parent or guardian. Sprucy reserves the right to refuse service, terminate accounts, remove or edit content, or cancel subscriptions in its sole discretion. You represent and warrant that all registration information you have provided is true, accurate, current, and complete; and you will maintain and promptly update the registration information to keep it true, accurate, current and complete. As part of the registration process, you will be assigned or permitted to create a user ID for use in identifying your account. You may not select or use a User ID of another person with the intent to impersonate that person, use a User ID in which another person has rights without such person’s authorization or use a User ID that Sprucy, in its sole discretion, deems offensive. Failure to comply with the foregoing shall constitute a breach of these Terms of Service, which may result in immediate termination of your account.
A. Termination By You
You may deactivate your account and discontinue your use of the Services at any time. In order to deactivate your account, please contact us at email@example.com. You understand that Your Content may continue to exist and be used on or through the Service even after such deactivation.
B. Termination By Sprucy
Any violation of these Terms may result in suspension or termination of your access to the Services and/or removal of Your Content. Sprucy may also terminate your account if Sprucy determines that your conduct poses a risk or liability to Sprucy, or for any other reason as determined by Sprucy in its sole discretion.
C. Effects of Termination
In each of these cases, the Terms will terminate, including your license to use the Services, except that the following sections shall continue to apply: Collections, Rental Fee, Late Fees, Failure to Pay Fees, Use of Services, Intellectual Property, Effects of Termination, and Disclaimer of Warranties and Limitation of Liabilities, Disputes including the mandatory arbitration and class-action waiver provisions, Applicable Law and Sprucy Policies, Modification, and Severability.
Sprucy respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify us promptly.
BILLING AND PAYMENT
You can submit payment through a third party payment service provided by Sprucy.
You will be liable for any taxes (including VAT, if applicable) required to be paid on Sprucy Services (other than taxes on the Sprucy’s income).
USE OF YOUR DATA
You acknowledge that Sprucy may collect data regarding your usage of Sprucy and use such data for any lawful business purpose such as analyzing usage trends or the effectiveness of Sprucy services provided that (a) unless otherwise consented to in writing (including via electronic opt-in) by you (i) all such data released or licensed to third parties is anonymous and (ii) such data does not contain any personally identifiable information.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE SPRUCY SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SPRUCY SERVICES ARE PROVIDED BY SPRUCY ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. SPRUCY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SPRUCY SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SPRUCY SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SPRUCY SERVICES IS AT YOUR SOLE RISK. FURTHERMORE, NEITHER SPRUCY NOR ITS PARTNERS/SUPPLIERS WILL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. SPRUCY’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY YOU TO SPRUCY UNDER THIS AGREEMENT. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SPRUCY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SPRUCY DOES NOT WARRANT THAT THE SPRUCY SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SPRUCY SERVICES, SPRUCY’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM SPRUCY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SPRUCY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY SPRUCY SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY SPRUCY SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. The parties agree that the limitations specified in this Section will survive and apply even if any limited remedy specified in this Terms of Service is found to have failed of its essential purpose. Each party acknowledges that the foregoing limitations are an essential element of the Terms of Service and a reasonable allocation of risk between the parties and that in the absence of such limitations the pricing and other terms set forth in this Terms of Service would be substantially different. Furthermore, Sprucy will not be liable for items lost via USPS, or for items stolen or damaged during rental transactions.
Any dispute or claim relating in any way to your use of any Sprucy Service, or to any products or services sold or distributed by Sprucy or through Sprucy platform will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages as a court, and must follow the terms of these Terms of Service as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to firstname.lastname@example.org. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
By using any Sprucy Service, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of California, without regard to principles of conflict of laws, will govern these Terms of Service and any dispute of any sort that might arise between you and Sprucy.
SPRUCY POLICIES, MODIFICATION, AND SEVERABILITY
We reserve the right to make changes to our Sprucy, policies, and these Terms of Service at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
How to Serve a Subpoena
If you have a subpoena to serve on Sprucy, please note that Sprucy does not accept service via e-mail or fax and will not respond to the subpoena. All subpoenas must be properly served on Sprucy, preferably by mailing the subpoena to ______________________________________________________________________________________________________
Notice and Procedure for Making Claims of Copyright Infringement
If you believe that your work has been copied in a way that constitutes copyright infringement, please submit your complaint to ________________________________________.
Please provide us with this information:
ENTIRE AGREEMENT. These Terms are the entire agreement between you and Sprucy relating to the subject matter herein and shall not be modified except by Sprucy in accordance with these Terms, or as otherwise agreed in writing by you and Sprucy. No employee, agent or other representative of Sprucy has any authority to bind Sprucy with respect to any statement, representation, warranty or other expression not specifically set forth in these Terms.
SEVERABILITY AND WAIVER. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. The preceding sentence does not apply to New Jersey residents or transactions. The failure of a party to require performance of any provision will not affect such party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
ASSIGNMENT. You may not assign or transfer these Terms or any of your rights or obligations under these Terms. Sprucy may assign these Terms at any time without notice to you.
FORCE MAJEURE. Sprucy will not be liable for, or be considered to be in breach of these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond Sprucy’s reasonable control.
CONTACT INFORMATION. Please send any questions or comments, or report violations of these Terms, to Sprucy at email@example.com or Sprucy Co., LLC, Attn: [address].