It’s important that you review and understand these terms before using our platform and services. If you don’t agree to these terms, don’t accept them, make a platform account, or use our platform or services.

Only the terms on the right are legally binding. The terms on the left are not legally binding. They are only provided for your convenience. If you have questions about what the terms on the right mean, you should talk to a lawyer.

We might update these terms from time to time. We’ll let you know when we do. If you keep using the platform after we update the terms, that means you agree to the updated terms.

Always speak to a lawyer to make sure you understand and comply with these terms. Note that there are terms included here that limit your rights, such as warranty disclaimers, limitations of liability, and a mandatory arbitration clause.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE TERMS OF SERVICE, BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND SPRUCE, LLC AND ITS RESPECTIVE OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO AS “SPRUCE SOLUTIONS,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH SPRUCE SOLUTIONS RELATED TO THE PLATFORM.

ONLY THE TERMS IN THIS RIGHT COLUMN ARE LEGALLY BINDING. THE EXPLANATIONS IN THE COLUMN TO THE LEFT ARE FOR INFORMATIONAL PURPOSES ONLY AND NON-BINDING.

IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE PLATFORM. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED HEREIN BY REFERENCE, THESE TERMS OF SERVICE SHALL PREVAIL.

SPRUCE Solutions reserves the right to make changes to these Terms at any time.

All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.

You should consult a lawyer for legal advice to ensure your use of the Platform complies with these Terms and applicable law.

You have to be at least 18 years old to use our platform and services.

1. Use of Platform

1.1. Age Restrictions.

You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent that you are at least 18 years old. You must not create a Customer account unless you are at least 18 years of age. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a "Minor") create a Customer account and/or use the Platform, you agree to: (i) supervise the Minor’s use of the Platform and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use of the Platform and their Customer account; (iii) ensure that the content on the Platform is suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the Minor’s behalf.

The person who accepts these terms is the owner of the platform account. If you accepted the terms on behalf of a business entity, the business entity is the owner of the platform account.

1.2. Platform Account Ownership.

Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, You are the owner of the Platform Account unless You are acting on behalf of a business entity, in which case, the business entity is the owner of the Platform Account. If You accept these Terms on behalf of a business entity, You represent and warrant that you have the authority to bind the business entity to these terms.​

You can’t use our platform in a way that breaks our rules or the law. You are responsible for making sure you and your customers’ use of the platform and services is compliant with applicable laws and regulations.

1.3. Intended Use.

You and your customers may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that You and Your customers will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, you represent and warrant that: (i) You and Your customers will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) You are fully responsible for your actions and the actions of your employees, agents, and customers who use of the Platform; (iii) You are fully responsible for the use of the Platform by your customers; (iv) You, your employees, agents and customers will not misrepresent the Platform or the Services; (v) You will provide these Terms to your employees, agents, and customers and confirm that all employees, agents, and customers understand that they are subject to these Terms if they use or offer access to the Platform; (vi) You own or control all rights in and to all content you provide to SPRUCE Solutions, including, but not limited to, any code provided to customize the Platform for your customers; (vii) You will be solely responsible for your use of the Platform, including the quality and integrity of any data and other information, including Information, made available to us by or for you through the use of the Platform; and (viii) You, your employees, and your customers will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication provider.

We take privacy seriously. Make sure to read our Privacy Policy and Data Processing Agreement. You also need to have a Privacy Policy of your own that you make available to your customers.

1.4. Privacy.

By using the Platform and providing Information on or through the Platform, you consent to SPRUCE Solution's use and disclosure of the Information in accordance with the Privacy Policy available here and incorporated herein by reference. You agree that SPRUCE Solutions has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. When you provide your customers with access to the Platform, you must implement and enforce your own Privacy Policy, providing the level of protection at least equal to that provided to you by SPRUCE Solutions. You must obtain consent from your customers, affirmatively acknowledging that your customers agree to be bound by your Privacy Policy. You represent and warrant that you have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your customers’ data to us for use and disclosure in accordance with these Terms and our Privacy Policy.​

Keep your Login Credentials confidential. Let us know if you think someone has gained unauthorized access to your account.

1.5. Login Credentials.

You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials, whether or not authorized by you. You agree to notify SPRUCE Solutions immediately of any unauthorized access to or use of your Platform Account or Login Credentials or any other breach of security. SPRUCE Solutions reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in SPRUCE Solutions's opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorized users from accessing your Platform Account with your Login Credentials.​

We are a platform provider ONLY. We don’t originate, send, or deliver any communications on your behalf. If you use any of the communication services features on our platform, you are responsible for making sure your communications comply with applicable laws, including but not limited to the Telephone Consumer Protection Act (“TCPA”) and CAN-SPAM Act.

1.6. Use of Communication Services.

The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities and other methods. If You use these features, You agree that You are exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications such as the Telephone Consumer Protection Act (“TCPA”) and the CAN-SPAM Act. You represent and warrant that you understand and will comply with those laws. SPRUCE Solutions is not responsible for your compliance with laws and does not represent that your use of the Platform will comply with any laws. SPRUCE Solutions is a technology platform communication service application provider ONLY. SPRUCE Solutions does not originate, send, or deliver any communications to any recipient via SMS, MMS, email, or other communication method. You control the message, timing, sending, fraud prevention, and call blocking. All communications, whether SMS, MMS, email or otherwise, are created by and initiated by you and/or your customers, whether generated by You or sent automatically via the Platform at Your direction.​

Some features on our platform leverage third-party services. We are not in control of those third party services, so we’re not liable for problems that arise from them.

By the way, if you have been assigned phone numbers or email addresses to be used through our platform, we might have to release those phone numbers or emails if you pause or delete your account, and the phone numbers or addresses may no longer be available if you reactivate or unpause your account.

1.7. Third Party Services.

The Platform may leverage or include access to Third Party Services. SPRUCE Solutions is not responsible for the usability or accessibility of Third Party Services. If you elect to pause or delete some or all of your Platform Account, certain features or functionality (such as LeadConnector phone numbers or email services) may not be retrievable upon reactivation. If you pause some or all of your Platform Account for more than thirty (30) days, and SPRUCE Solutions is still incurring costs on your behalf related to Third Party Services (such as the costs of securing a particular phone number on your behalf), SPRUCE Solution s reserves the right to release the phone number or delete some or all of your Platform Account in its sole discretion, without liability. SPRUCE Solutions disclaims all liability related to outages or downtime of Third Party Services.​

There might be content on our platform that was created or provided by third parties. We’re not responsible or liable for that content.

1.8. Third Party Content.

The Platform may include Third Party Content. Your use of Third Party Content is entirely at your own risk and discretion. All statements and opinions expressed in Third Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of SPRUCE Solutions. SPRUCE Solutions is not responsible for Third Party Content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for Third Party Content. You are responsible for ensuring that your engagement or transactions with Third Party Content is in compliance with these Terms and any applicable laws.​

If you customize the platform, make sure your customizations don’t infringe anyone’s intellectual property rights.

1.9. Customizations.

Portions of the Platform may be modified by you, incorporating your name, logo, trademark, and color scheme into your individual access area within the Platform. You are solely responsible for copyright, trademark or other intellectual property concerns connected with you and your customers’ customized look and feel of the Platform. You acknowledge that you may not be able to customize the Platform according to your unique branding to the extent that your customization would appear to be independently developed. SPRUCE Solutions may remove any of your modifications at any time without advance notice and without liability to you.​

If you use more data than what’s contemplated by your pricing plan, you might be required to upgrade your plan.

1.10. Excessive Use Restrictions.

We provide access to the Platform on a tiered-pricing basis, and some tiers can process more data with less impact on performance. We have no liability for the effect that your excessive data use may have on performance. If, in SPRUCE Solutions’s sole discretion, we determine that your data use is excessive, abusive, or has a negative effect on the Platform in anyway, we may (1) require that you upgrade your Services in order to continue your activity levels if your data use exceeds the intended use of your existing Platform tier or if SPRUCE Solutions’s operational costs to support your Platform usage exceeds the subscription price; (2) suspend or terminate your use of the Platform or Services, and/or (3) reduce the amount of data you are able to use.​

We make regular updates to our platform, and sometimes those updates might affect the previous mode of operation of the platform.

1.11. Platform Updates.

SPRUCE Solutions reserves the right to make updates or changes to the Platform at anytime, including changes that may affect the previous mode of operation of the Platform. You agree that your use of the Platform or purchase of Services is not contingent on SPRUCE Solutions's delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any third-party services.​

We don’t allow access to our platform by those located in embargoed countries.

You are responsible for compliance with any local laws that might be applicable to your use of the platform.

1.12. International Use.

If you are in an embargoed country or are a sanctioned person or entity, you are prohibited from using the Platform. Spruce Solutions makes no representation that materials on the Platform are appropriate or available for use in locations outside the United States. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk. If you choose to access the Platform from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Services, and/or information made in connection with the Platform is void where prohibited.​​

Read this list carefully. These are behaviors that we do not tolerate by users of our platform. If you engage in any of these behaviors, we might terminate your platform account.

2. Prohibited Uses

The following are considered Prohibited Uses of the Platform. Engaging in a Prohibited Use is a material breach of this Agreement for which SPRUCE Solutions may immediately suspend or termination your Platform Account in accordance with these Terms:

• Use of the Platform in any way that violates any applicable law or regulation.
• Use of the Platform to exploit, harm, or attempt to exploit or harm anyone in any way.
• Use of the Platform to send, receive, upload, download, use, or re-use any material that does not comply with these Terms.
• Use of the Platform to transmit, or procure the sending of, any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• Impersonating or attempting to impersonate SPRUCE Solutions, a SPRUCE Solutions employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• Engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform.
• Engaging in any conduct that would may, as determined by SPRUCE Solutions, harm Platform users or SPRUCE Solutions, or expose either to liability.
• Use of the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform.
• Use of any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
• Use of any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without SPRUCE Solutions's prior written consent.
• Use of any device, software or routine that interferes with the proper working of the Platform.
• Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform.
• Attacking the Platform via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempting to interfere with the proper working of the Platform.​
  

As a general rule, fees are nonrefundable, and we don’t provide refunds or credits.

Note that some subscription fees require minimum commitments. In those cases, we can’t cancel your subscription until you’ve fulfilled the minimum commitment.

3. Payment

a. Fees.

Your use of the Platform is subject to the timely payment of all Fees. Fees may change from time to time. All Fees are exclusive of Communication Surcharges. You will pay all Communications Surcharges associated with your use of the Platform. Communications Surcharges will be shown as a separate line item on an invoice. All Fees and Communications Surcharges are nonrefundable. Fees will be billed to the credit card we have on file. Fees for subscriptions will be billed in advance of Services. You agree to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us of any changes within 10 days of the change.

b. Noncancellable Fees.

Some subscriptions for Services require a non-cancellable minimum subscription commitment which cannot be canceled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to your bill until the minimum commitment has been achieved.​

You’re responsible for taxes related to the platform and transactions you conduct with your customers. You might have to indemnify Odoo if there is a tax issue related to your platform usage.

We might terminate your account if we can’t collect payment from you.

If you have a payment dispute, let us know right away.

c. Taxes.

You are exclusively responsible for taxes and other governmental assessments (“Taxes”) associated with your use of the Platform, including all Taxes associated with transactions you conduct with your customers. SPRUCE Solutions may collect Taxes from you as part of the Fees as legally required or as SPRUCE Solutions deems appropriate, and all SPRUCE Solutions determinations regarding what Taxes to collect are final. SPRUCE Solutions may recalculate and collect additional Taxes from you if it determines at any point that they are due. You will indemnify SPRUCE Solutions for all Claims related to Taxes that are associated with your activities on the Platform, including any Taxes related to your transactions with your customers as further described below. Taxes are nonrefundable.

d. Overdue Amounts.

If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Services you have purchased, you agree that we may suspend or terminate your use of the Platform and/or delivery of Services and may require you to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

e. Payment Disputes.

You will notify us in writing within sixty (60) days of the date we bill you for any invoiced Fees or charges that you wish to dispute. You must pay all invoiced Fees and charges while the dispute is pending or you waive the right to pursue the dispute.

Where you are disputing any Fees or charges, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All SPRUCE Solutions determinations regarding your obligation to pay invoiced Fees and charges are final.

f. No Refunds or Credits.

Except as described below,

all Fees assessed by SPRUCE Solutions are non-refundable. You are solely responsible for any excess Fees incurred by You as a result of an error or omission made by You or a third party. SPRUCE Solutions does not provide Fee refunds or credits for such errors or omissions, or for partially used or unused Platform or Services subscriptions. If you sign up for a subscription but do not access the Service or Platform, you are still responsible for all Fees during the term of your subscription.

Except as may be required by law, SPRUCE Solutions reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason, and SPRUCE Solutions's determination of if and when to issue or deny a refund or credit is final.

g. Cancellations.

You are solely responsible for the cancellation of Services associated with your account, and you will be responsible for all Fees incurred until such cancellation occurs. No refunds will be provided for your failure to properly cancel the Services associated with your account.

h. Your Responsibility For Financial Transactions.

You are solely responsible for all financial transactions you and your customers engage in on the Platform or using the Services, including transactions conducted using billing tools enabled by the Services. You are exclusively responsible for all chargebacks related to activities of you and your customers, regardless of the reason for the chargeback.​​

If you’re interested in earning a $250 cash back offer for referring customers to SPRUCE Solutions, check out our Referral Program.

4. Referral Program

SPRUCE Solutions offers an Referral Program under which customers may receive a reimbursement totaling $250 USD for referring new customers to SPRUCE Solutions. Your participation in the Referral Program is subject to SPRUCE Solutions's ability to sign up the new customer onto the platform. You must submit all referral to the Referral Portal in order to receive commission payouts. Commissions may be forfeited if Spruce Solutions is unable to sign on the partner for any reason.

Employees of SPRUCE Solutions are not eligible to participate in the Referral Program or earn commissions for at least one (1) year after termination of their employment with SPRUCE Solutions.​

Our platform doesn’t come with any warranties—it is provided “as is.”

5. Disclaimers

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT SPRUCE SOLUTIONS HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT ODOO IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.

ODOO MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.

WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION​

Any direct damages that SPRUCE Solutions might owe are capped at the amounts you paid us in the three month period before the act giving rise to the liability.

SPRUCE Solutions is not responsible for any damages that indirectly resulted from an incident.

6. Limitation of Liability, Indemnification, and Mitigation

Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability.

IN NO EVENT SHALL SPRUCE SOLUTIONS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.​

If you breach these terms, give us inaccurate information, engage in gross negligence or willful misconduct, or if you or your customers violate the law, you might have to indemnify us.

If a third party claims that our platform violates their intellectual property rights, we’ll either (i) obtain the proper licenses so that you can continue using the platform; (ii) modify or replace the platform; or (iii) shut down the platform.

You agree to defend, indemnify, and hold SPRUCE Solutions harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform (“Claims”), including, but not limited to:

(a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers; (b) any breach of or default under these Terms by you, your employees, agents, or customers; (c) the wrongful use or possession of any Odoo property by you, your employees, agents, or customers; (d) any negligence, gross negligence or willful misconduct by you or your employees, agents, or customers; (e) misrepresentations by you, your employees, agents, or customers (f) violation(s) of applicable law by you, your employees, agents, or customers, (g) your actions and the actions of your employees, agents, or customers; (h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services, (i) Taxes and other Fees and/or (j) any disputes between (1) you and other users (2) you and your client(s) and/or (3) your customers.

If the Platform is found to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the Platform as contemplated by these Terms; (b) modify or replace the Platform, in whole or in part, to seek to make the Platform non-infringing; or (c) require you to immediately cease any use of the Platform.

If you have a claim related to these terms or the platform, you need to commence action within three months.

7. Limitation On Time To File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Sometimes money won’t fix the problem if you breach these terms. In those instances, we might seek equitable relief, like an injunction.

8. Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to SPRUCE Solutions for which monetary damages would not be an adequate remedy, and SPRUCE Solutions shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

9. Waiver And Severability

You agree that a breach of these Terms will cause irreparable injury to SPRUCE Solutions for which monetary damages would not be an adequate remedy, and SPRUCE Solutions shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

No waiver by SPRUCE Solutions of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of SPRUCE Solutions 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 of Service will continue in full force and effect.

10. Change of Control

SPRUCE Solutions may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without SPRUCE Solutions's prior written consent which may be withheld at SPRUCE Solutions's sole discretion.

11. Entire Agreement

Except as noted below, these Terms constitute the sole and entire agreement between you and SPRUCE Solutions with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorized representative of SPRUCE Solutions.

SPRUCE Solutions may enter into a separate agreement with you. The terms of any separate agreement between you and SPRUCE Solutions will be considered a part of your entire agreement with SPRUCE Solutions. To the extent there is a conflict between these Terms and the terms of your separate agreement with Odoo, your separate agreement with SPRUCE Solutions will control.

We can terminate this agreement and your access to the platform at any time, for any reason.

12. Term and Termination

These Terms will remain in full force and effect so long as you maintain a Platform Account. The sections of these Terms that are intended to survive termination of your Platform Account will remain binding even after you are no longer a Platform user.

a. Grounds for Termination.

You agree that SPRUCE Solutions, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom.

Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary. SPRUCE Solutions reserves the right to delete Platform Accounts that have remained inactive for at least one (1) year.

b. No Right to Services Upon Termination.

Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease. SPRUCE Solutions is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your Platform access.

c. How to Terminate or Make Adjustments.

If you, for any reason, would like to terminate your access to the Platform or make adjustments, SPRUCE Solutions requires written notice at least 30 days before your next billing date.

d. No Termination by Third Party Users.

SPRUCE Solutions has limited access to subscriptions not directly purchased from us. Any user who has been given access to the Platform by any party other than SPRUCE Solutions must contact the party who originally provided access to the Platform for any inquiries related to termination.

e. Force Majeure.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

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If we have a dispute that can’t be resolved, we will solve it using arbitration.

Make sure you talk to a lawyer to understand this section.

13. Applicable Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

The laws of the South Carolina will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws.

Any controversy or claim arising out of or relating to these Terms shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with Commercial Arbitration Rules, then in effect. This arbitration provision is governed by the Federal Arbitration Act. The arbitration proceedings shall be held in Columbia, South Carolina. Any arbitration award may be entered in a court of competent jurisdiction.

All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

14. Communications and Contact Information

All notices to a party shall be in writing and shall be made via email. Notices to SPRUCE Solutions must be sent to legal@m.sprucesolutions.co. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record. Notices are effective on receipt.

SPRUCE Solutions may contact you regarding these Terms using any information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from SPRUCE Solutions, you can click on the “unsubscribe link” provided in such communications or contact us at legal@m.sprucesolutions.co.

When you create a Platform account, you must designate a primary email address that will be used for receiving electronic communication related to these Terms. SPRUCE Solutions will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from SPRUCE Solutions, do not respond to the email and notify SPRUCE Solutions by emailing us at legal@m.sprucesolutions.co.

For all other feedback, comments, requests for technical support, and other communications relating to the Platform or the Terms, please submit a Support Ticket or by mail at:

SPRUCE LLC.

ATTN: Legal Department

16011-A Lancaster Hwy, Suite 328

Charlotte, North Carolina 28277