Terms of Use

Spruce Up, Inc. is a home furniture and décor retailer that blends expert interior design and styling, proprietary technology and unique products to deliver an easy and fun, personalized shopping experience. Spruce Up, Inc. (hereafter, "Spruce Up, Inc.", “we”, “us”, or “our”), offers a service that gives you access to furniture and décor (“Products” or “Items”) from established and up-and-coming retailers and brands.


This website and/or its mobile applications ("Website") is owned and operated by Spruce Up, Inc., with participation by various vendors offering goods and services via the Website. These terms of use ("Terms of Use"), located at www.getspruceup.com/policies/terms-of-use apply to your use of this Website and any account you may establish on the Website. Your use of the Website is conditioned upon your acceptance of these Terms of Use. Your continued use of this Website constitutes your agreement to these Terms of Use. If you do not wish to be bound by these Terms of Use, please do not use this Website. We may update these Terms of Use from time to time in our sole discretion, and post an updated version of the notice at the URL provided above.


These terms apply to all visitors and users of our website, including registered Clients, licensors, and Vendors, but some provisions apply to each party differently.


YOUR INFORMATION AND WEBSITE CONTENT


You may simply browse the Site or App as a visitor or you may create an account (“Account”) to become a client (“Client”). You must be a Client to order Spruce Ups. To become a Client, you must provide your name, email address, other registration information, and select a password (“Account Information”), which you should not share with any third parties.


In becoming a Client, you represent that all of the information, data and other materials you provide on this Website or to Spruce Up, Inc. through any other means are true, accurate, current and complete. We will also ask you for additional information about your style, color, material preferences and information about your lifestyle in order to establish your style profile (“Style File”). You are responsible for updating and correcting the information you have provided, as appropriate. Some features that may be available on this Website require registration. By registering, you agree to provide true, accurate, current and complete information about yourself.


All content that you see or read on the Website (including, without limitation, text, design, graphics, logos, icons, images, audio clips, user submissions, downloads, interfaces, code and software, as well as the selection and arrangement thereof) ("Content") is the exclusive property of its owner (Spruce Up, Inc. and/or its licensors and/or partners) and is protected by copyright, trademark and other applicable laws. Without Spruce Up, Inc.'s or the owner/rights holder’s prior written consent you may not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any Content in any way for any purpose, including using Content on any other website. However, you may print pages from this Website for personal, non-commercial use, provided that you include a copyright notice on each page.


PRIVACY POLICY


Your use of the Website is further conditioned upon your acceptance of our privacy policy ("Privacy Policy"). Your continued use of this Website constitutes your agreement to the Privacy Policy. A copy of the Privacy Policy that applies to the collection, use, disclosure and other processing of personal information on this Website is located at www.getspruceup.com/policies/privacy-policy. You consent to any personal information we obtain about you (either via this Website, by email, telephone or any other means) being collected, stored and otherwise processed in accordance with the terms of our Privacy Policy. We may update the Privacy Policy from time to time in our sole discretion, and post an updated version of the notice at the URL provided above. The Privacy Policy is hereby incorporated herein by reference.


USE OF WEBSITE


Spruce Up, Inc. grants to you a limited license to access and make personal use of this Website. Spruce Up, Inc. or its licensors or content providers retain full and complete title to the Content available on the Website, including all associated intellectual property rights, and provide this Content to you under a license that is revocable at any time in Spruce Up, Inc.’s sole discretion. Spruce Up, Inc. strictly prohibits any use of the Content available through the Website (unless you own or have rights to the content), including but not limited to: (i) any downloading, copying or other use of the Content or the Website for purposes competitive to Spruce Up, Inc. or for the benefit of another vendor or any third party; (ii) any caching, unauthorized linking to the Website or the framing of any Content available on the Website; (iii) any modification, distribution, transmission, performance, broadcast, publication, uploading, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any Content, products or services obtained from the Website that you do not have a right to make available (such as the intellectual property of another party); (iv) any uploading, posting or transmitting of any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer; (v) using any hardware or software intended to surreptitiously intercept or otherwise obtain any information (such as system data or personal information) from the Website (including, but not limited to the use of any "scraping" or other data mining techniques, robots or similar data gathering and extraction tools); or (vi) any action that imposes or may impose (in Spruce Up, Inc.’s sole discretion) an unreasonable or disproportionately large load on Spruce Up, Inc.’s infrastructure, or damage or interfere with the proper working of our infrastructure.


You are responsible for obtaining access to the Website, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Website. You may not bypass any measures that have been implemented to prevent or restrict access to this Website. Any unauthorized access to the Website by you (including any such access or use that involves in any way an account you may establish on the Website or any device you may use to access the Website) shall terminate the permission or license granted to you by Spruce Up, Inc. Spruce Up, Inc. reserves the right to refuse or cancel any registration for this Website, remove any person from the Website and prohibit any person from using the Website for any reason whatsoever, and to limit or terminate your access to or use of the Website at any time without notice. Spruce Up, Inc. neither warrants nor represents that your use of the Content available on this Website will not infringe rights of third parties not affiliated with Spruce Up, Inc. Termination of your access or use will not waive or affect any other right or relief to which Spruce Up, Inc. may be entitled, at law or in equity.


REGISTRATION ON THE WEBSITE


Registration requires you to (1) indicate agreement to these Terms of Use, (2) provide contact information and identification details, and (3) submit any other form of authentication required as part of the registration process, in Spruce Up, Inc.’s sole discretion. You agree to accept responsibility for all activities that occur under your account or password. You are responsible for maintaining the confidentiality of your account and password, and for restricting access to your account. You will notify Spruce Up, Inc. immediately of any unauthorized use of your Spruce Up, Inc. account or the Website known to you, whether by you or a third party. You may cancel your Spruce Up, Inc. account at any time by contacting Spruce Up, Inc. customer support. Spruce Up, Inc. may terminate your account and refuse any and all current or future use of the Website or other services, or any portion thereof, (i) in order to comply with applicable Law, (ii) if you provide any information that Spruce Up, Inc. determines, in its sole discretion, to be untrue, inaccurate, not current or incomplete (or if the information becomes untrue, inaccurate, not current or incomplete), (iii) if Spruce Up, Inc. determines, in its sole discretion, that you are using your Spruce Up, Inc. account in a manner not permitted by these Terms of Use, or (4) in other circumstances, as Spruce Up, Inc. deems appropriate in its sole discretion.


STYLING FEE AND PAYMENT


When you request a “Spruce Up”, a stylist recommendation of Products that fit your needs, price preferences and your Style File, we will charge you a non-refundable “Styling Fee” in the amount set forth on the Services. The Styling Fee will be charged to your credit card between the time you request a Spruce Up and when we email you your Spruce Up. Within fourteen (14) calendar days of receiving your Spruce Up, if you choose to purchase Products from your Spruce Up, the Styling Fee will be credited towards the purchase price of those Products. You may pay for the Styling Fee and for any Products from your Spruce Up, Inc. account via credit card. By submitting your payment information to us, you authorize us to charge your credit card in accordance with this policy.


PRICES AND PRODUCTS


Spruce Up, Inc. does not disclose the prices of its Products until you receive a Spruce Up. While Spruce Up, Inc. makes efforts to follow the style and price preferences you express in your Style File, we do not guarantee that every item in your Spruce Up will comply with those preferences.


PURCHASES


You are responsible for paying for all Products you purchase from your Spruce Up, unless your return the Products in accordance with our return policy. You are responsible for the payment of any Styling Fees, and state and local sales taxes, handling and shipping charges, if any, that apply to your order.


Spruce Up, Inc. may, in its sole discretion, choose not to process or to cancel your order in certain circumstances. This may occur, for example, when the Product or service you wish to purchase is out of stock or has been mispriced, we suspect the request is fraudulent, or in other circumstances Spruce Up, Inc. deems appropriate in its sole discretion. Spruce Up, Inc. also reserves the right, in its sole discretion, to take steps to verify your identity to process your order. Spruce Up, Inc. will either not charge you or refund the charges for orders that we do not process or cancel.


Spruce Up, Inc. accepts returns on certain merchandise on a case-by-case basis. For Spruce Up, Inc.'s Return Policy, which may change from time to time, please see www.getspruceup.com/policies/returns.


Spruce Up, Inc. attempts to provide accurate descriptions of Products and services on the Website. Spruce Up, Inc. does not warrant, however, that the descriptions are accurate, complete, reliable, current or error-free. If a Product or service offered on the Website is not as described, your sole remedy is to return the item, as specified in these Terms of Use.


Spruce Up, Inc. strives to provide accurate pricing information regarding the Products and services available on the Website. We cannot, however, insure against pricing errors. Spruce Up, Inc. reserves the right, at its sole discretion, not to process or to cancel any orders placed for a Product or service whose price was incorrectly posted on the Website as a result of an error. If this occurs, Spruce Up, Inc. will notify you by email. In addition, Spruce Up, Inc. reserves the right, at its sole discretion, to correct any error in the stated full retail price.


Spruce Up, Inc. offers standard ground shipping on most orders. Standard shipping may not available on some items, such as furniture, that have a delivery surcharge due to the size, weight or special handling necessary to make sure your order arrives safely. Click www.getspruceup.com/policies/shipping for our policy regarding shipping.


Click www.getspruceup.com/policies/returns for our policy regarding returns.


YOUR SUBMISSIONS


Any creative or original materials or any other creative suggestions, text, software, music, sound, photographs, graphics, videos, messages, ideas, notes, drawings, concepts, marketing plans or other information that any user, whether individual or Vendor, submits to us by electronic mail or otherwise, will be treated in accordance with these Terms of Use and our Privacy Policy.


FOR VENDORS & CREATIVE PROFESSIONALS:


Submitting and/or posting Content to the Website does not alter the ownership of the Content. Content you own continues to belong to you. By submitting and/or posting Content to the Website as an individual or vendor you grant Spruce Up, Inc. a royalty-free, non-exclusive license to use, reproduce, publish, distribute, modify, adapt, publish, edit, translate, distribute, perform, create derivative work of and display such Content alone, or as a part of other works in any form, media, or technology, whether now known or hereafter developed. This license may be revoked with 90 days’ written notice to partner-support@getspruceup.com.


This license grants Spruce Up, Inc. the ability to use your Content to create and promote/advertise your vendor profile and the broad Spruce Up, Inc. Vendor Listings offering, as well as for use in Spruce Up, Inc.’s blog, email and social media. For the same purpose, Spruce Up, Inc. may reproduce, modify, adapt, publish, edit, distribute, perform, creative derivative work of and display such Content along, or as a part of other works in any form, media, or technology, whether now known or hereafter developed. Any Content you transmit or post may be used by Spruce Up, Inc. to promote the Spruce Up, Inc. Vendor Profiles, social media profile and blog, including but not limited to reproduction, disclosure, transmission, publication, broadcast and posting.


FOR ALL OTHER USERS, INCLUDING BUT NOT LIMITED TO CLIENTS:


Please use good taste in any and all content, including text, links, images, and videos, you post (“Your Content”) to our services, comments to our social media profiles or to our blog, or any other page or website related to Spruce Up, Inc. We reserve the right, but do not undertake an obligation, to review Your Content, and to investigate and/or take appropriate action against you and Your Content in our sole discretion if you violate the guidelines below or any other provision of these Terms of Use or otherwise create liability for us or any other person. Such action may include removing or modifying Your Content, terminating your Account, and/or reporting you to law enforcement authorities.


As a user, you are responsible for your own Content and are responsible for the consequences of your posting such Content. You acknowledge that you are responsible for any content you may submit through the Website, including the legality, reliability, appropriateness, originality and copyright of any such content. You may not upload to, distribute or otherwise publish through this Website any content that: (i) is copyrighted, unless you are the copyright owner or have the permission of the copyright owner to post it; (ii) is obscene, sexually-explicit, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another user or any other person or entity; (iii) is confidential, proprietary, invasive of privacy or publicity rights, infringing on intellectual property rights, unlawful, harmful, threatening, false, fraudulent, libelous, defamatory, obscene, vulgar, profane, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, including, but not limited to any content that encourages conduct that would constitute a criminal offense, violates the rights of any party or otherwise gives rise to civil liability or otherwise violates any applicable U.S. of foreign laws; (iv) may contain software viruses or malware; (v) is an advertisement, solicitation, promotional material, "junk mail," "spam," chain letters, pyramid schemes or any form of commercial content; (vi) impersonates another person or misrepresents your affiliation with any person or organization; (vii) contains personal information (such as phone numbers, Social Security numbers, payment card numbers, account numbers, addresses or employer references), except where we expressly ask you to provide such information; (viii) contains messages that offer unauthorized downloads of any copyrighted, confidential or private information; or (ix) contains identical (or substantially similar) messages to multiple recipients advertising any product or service, expressing a political or other similar message, or any other type of unsolicited commercial message; this prohibition includes but is not limited to (a) using the invitation functionality that may be available on the Website to send messages to people who do not know you or who are unlikely to recognize you as a known contact; (b) using the Website to connect to people who do not know you and then sending unsolicited promotional messages to those direct connections without their permission; or (c) sending messages to distribution lists, newsgroup aliases or group aliases. Furthermore, you will not access the Website to obtain a list of users of the Website or access or use any secure or non-public areas of the Website without authorization or frame or link to the Website. Spruce Up, Inc. does not represent or guarantee the truthfulness, accuracy, or reliability of any Content posted by other users or endorse any opinions expressed by users. You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any Content. You acknowledge that any reliance on material posted by other users will be at your own risk. Spruce Up, Inc. does not screen communications in advance and is not responsible for screening or monitoring material posted by users. Spruce Up, Inc. reserves the right to remove Content, expel users and prevent their further access to the Website for violating these Terms of Use or the law.


DISCLAIMER


EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF USE, OR REQUIRED BY APPLICABLE LAW, SPRUCE UP, INC. MAKES NO REPRESENTATIONS, COVENANTS OR WARRANTIES AND OFFERS NO OTHER CONDITIONS, EXPRESS OR IMPLIED, REGARDING ANY INFORMATION, DATA, OR DATA PROCESSING SERVICES RELATING TO YOUR USE OF THIS SITE, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR NON-INFRINGEMENT AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.


YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE WEBSITE OR ANY FEATURE OR PART THEREOF AT ANY TIME. SPRUCE UP, INC. DISCLAIMS ANY WARRANTIES THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE WEBSITE WILL BE SECURE; THAT THE WEBSITE OR THE SERVER THAT MAKES THE WEBSITE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE WEBSITE WILL BE CORRECT, ACCURATE, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE COMPLETE. IF YOU DOWNLOAD ANY CONTENT FROM THIS WEBSITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM THE WEBSITE SHALL CREATE ANY WARRANTY OF ANY KIND.


SOME STATES, INCLUDING WITHOUT LIMITATION NEW JERSEY, DO NOT PERMIT THIS TYPE OF DISCLAIMER, SO IT MAY NOT APPLY TO YOU.


LIMITATION OF LIABILITY


THE PROVIDERS WHOSE PRODUCTS AND SERVICES ARE AVAILABLE ON THE WEBSITE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF SPRUCE UP, INC. SPRUCE UP, INC. IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH PROVIDER OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING FROM THE PRODUCTS OR SERVICES THEY PROVIDE.


YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE AND/OR FOR USE OF YOUR SPRUCE UP, INC. ACCOUNT, COMMUNICATIONS WITH THIRD PARTIES, AND PURCHASE AND USE OF THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE WEBSITE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE, AND/OR USE OF THE WEBSITE MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK AND THAT THE WEBSITE IS MADE AVAILABLE TO YOU AT NO CHARGE. RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, CONSUMER PROTECTION LAW), NEITHER SPRUCE UP, INC. NOR ITS LICENSORS, SUPPLIERS OR THIRD PARTY CONTENT PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, OR VENDORS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO (1) THIS WEBSITE, OR ANY OTHER WEBSITE OR RESOURCE YOU ACCESS THROUGH A LINK FROM THIS WEBSITE; (2) ANY ACTION WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; (3) YOUR SPRUCE UP, INC.. ACCOUNT OR ANY TERMINATION OR CANCELLATION OF YOUR ACCOUNT; (4) ANY DELAY OR INABILITY TO USE THE WEBSITE OR ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE WEBSITE; (5) THE MODIFICATION, REMOVAL OR DELETION OF ANY CONTENT SUBMITTED OR POSTED ON THE WEBSITE; OR (6) ANY USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SPRUCE UP, INC., ITS LICENSORS, SUPPLIERS OR THIRD PARTY CONTENT PROVIDERS, HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE WEBSITE, OR OBTAINED FROM A LINKED WEBSITE OR RESOURCE. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, LOSS OF PROFITS BY YOU, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER Spruce Up, Inc. NOR ITS LICENSORS, SUPPLIERS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE WEBSITE. YOUR REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH SPRUCE UP, INC.. IS TO DISCONTINUE YOUR USE OF THE SITE. YOU AND SPRUCE UP, INC.. AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. SPRUCE UP, INC.’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE US$100. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


THE LIMITATION OF LIABILITY WITH RESPECT TO LIABILITY ARISING FROM ANY NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF A LEGAL DUTY, OR INTENTIONAL MISCONDUCT BY SPRUCE UP, INC. DOES NOT APPLY TO VISITORS OF THE SITE FROM NEW JERSEY.


COMMUNICATION


When you use the Website or send emails to Spruce Up, Inc., you are communicating with Spruce Up, Inc. electronically. You consent to receive electronically any communications related to your use of this Website. Spruce Up, Inc. will communicate with you by email, chat or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from Spruce Up, Inc. intended for receipt shall be deemed delivered and effective when sent to the email address you provide on the Website.


TERMINATION


You agree that Spruce Up, Inc. may terminate your use of this Website if it believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use, violated the rights of Spruce Up, Inc. or any third party, or for any reason with or without notice to you. You agree that Spruce Up, Inc. may modify or discontinue this Website, with or without notice to you. You agree that Spruce Up, Inc. will not be liable to you or any third party as a result of such modification or discontinuation. Notwithstanding any other provisions of these Terms of Use, or any general legal principles to the contrary, any provision of these Terms of Use that imposes or contemplates continuing obligations on a party will survive the expiration or termination of these Terms of Use. All licenses granted to Spruce Up, Inc. will survive termination of the granting user’s account or permission to access the Website.


INDEMNIFICATION


You agree to defend, indemnify and hold harmless Spruce Up, Inc., its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees)("Claims") asserted by a third party against Spruce Up, Inc. that arise from: (i) your improper use of or access to the Website; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party’s right, including without limitation any copyright, trademark, trade secret or other property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive termination, modification or expiration of these Terms of Use and your use of the Website. This obligation to indemnify Spruce Up, Inc. does not include and Claims asserted by a third party that arise from any negligent, grossly negligent, reckless, willful, fraudulent or intentional conduct committed by Spruce Up, Inc. New Jersey residents are not required to indemnify Spruce Up, Inc. for any Claims arising from Spruce Up, Inc.’s negligent, grossly negligent, reckless, willful, fraudulent or intentional conduct.


TRADEMARKS


The trademarks, logos, and service marks (collectively the "Trademarks") displayed on this Website are registered and unregistered trademarks of Spruce Up, Inc. and others. Nothing contained on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website without the written permission of Spruce Up, Inc. or such third party that may own the Trademarks displayed on this Website. Your misuse of the Trademarks displayed on this Website, or any other Content on this Website, except as provided herein, is strictly prohibited.


COPYRIGHT


All Content included on this Website, such as text, graphics, logos, button icons, images, audio clips and software, is the property of Spruce Up, Inc. or its Content suppliers and protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Content on this Website is the exclusive property of Spruce Up, Inc. and protected by U.S. and international copyright laws. All software used on this website is the property of Spruce Up, Inc. or its software suppliers and protected by U.S. and international copyright laws. The reproduction, modification, distribution, transmission, republication, display or performance, of the Content on this Website is strictly prohibited.


NOTIFICATION OF CLAIMS OF COPYRIGHT INFRINGEMENTS


Spruce Up, Inc. respects the intellectual property rights of others. Accordingly, if you are a copyright owner or an agent thereof and believe that any user Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Spruce Up, Inc. to locate the material; (iv) information reasonably sufficient to permit Spruce Up, Inc. to contact you, such as an address, telephone number, and, if available, an electronic mail address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.


Spruce Up, Inc.'s designated Copyright Agent to receive notifications of claimed infringement is: copyright@getspruceup.com or Spruce Up, Inc., 999 3rd Avenue, Suite 3400, Seattle WA 98104, Attention: DMCA Complaint. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.


Please provide Spruce Up, Inc. with a separate notice each time you wish to report alleged acts of infringement.


PASSWORD


You may receive a password in connection with your use of this Website. You will be responsible to maintain the confidentiality of your password and account, and will be solely responsible for all activities that occur under your password and account. If you have any reason to believe or become aware of any loss, theft or unauthorized use of your login credentials, notify Spruce Up, Inc. immediately. Spruce Up, Inc. may assume that any communications we receive from your email or other address, or communications that are associated with your login credentials or your account on this Website, have been made by you unless we receive notice indicating otherwise.


FORCE MAJEURE


Spruce Up, Inc. shall be excused from performance under these Terms of Use, to the extent it is prevented from or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (i) weather conditions or other elements of nature or acts of God, (ii) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, (iii) quarantines or embargoes, (iv) labor strikes, or (v) other causes beyond the reasonable control of Spruce Up, Inc. In the event that Spruce Up, Inc. is temporarily unable to ship to you a purchased item because of such an event, Spruce Up, Inc. will give you the option of deferring shipment or receiving a refund of your charges.


GENERAL PROVISIONS


These Terms of Use constitute the entire agreement and understanding between you and Spruce Up, Inc. with respect to your use of the Website and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. You may be subject to additional terms and conditions that are applicable to certain parts of the Website. If any portion of these Terms of Use are held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law to the greatest extent possible and the remainder of the provisions shall remain in full force and effect. Any cause of action you may have with respect to your use of this website must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. These Terms of Use will be governed by and construed in accordance with the laws of the State of Washington, United States of America, without regard to its conflicts of law provisions. Any legal action or proceeding relating to your access to, or use of, this website or our Content will be instituted in a state or federal court in King County, Washington, and you hereby agree to submit to the personal jurisdiction of such courts. The failure of Spruce Up, Inc. to act with respect to a breach of these Terms of Use by you or others does not waive Spruce Up, Inc.’s right to act with respect to subsequent or similar breaches. Spruce Up, Inc. does not guarantee it will take action against all breaches of these Terms of Use. Except as otherwise expressly provided in these Terms of Use, there shall be no third-party beneficiaries to these Terms of Use. You may not assign these Terms of Use by operation of law or otherwise without the prior written consent of Spruce Up, Inc., which may be withheld at Spruce Up, Inc.’s sole discretion. Any attempted assignment that does not comply with these Terms of Use shall be null and void. Spruce Up, Inc. may assign these Terms of Use, in whole or in part, to any third party in its sole discretion.


CONTACT INFORMATION


If you have any questions or comments about these Terms of Use, please contact us by email at support@getspruceup.com


You may also write us at:


Spruce Up, Inc. Support c/o Spruce Up, Inc.

999 3rd Ave, Suite 3300

Seattle WA 98104

EFFECTIVE DATE


Jul 1, 2018

One-to-one personal shopping service for all things home and design.

Copyright © 2018 Spruce Up, Inc.