SPRUCEBOT TERMS OF SERVICE
By joining the Wi-Fi network provided by Spruce Labs, Inc. (“Spruce”) and accessing Spruce’s technology platform through its Wi-Fi hotspot (“Sprucebot”), you agree to these Terms of Service (“Terms”).
Sprucebot PLATFORM. Through your acceptance of these Terms, Spruce grants you access to its Sprucebot platform, which can be accessed by you through joining its Wi-Fi network on your mobile device. To join Sprucebot and receive or participate in offers or other information provided to you by the Spruce client offering Sprucebot (“Client”), you must be in physical proximity to the Client’s hotspot, enter a valid phone number for a code from Spruce, and use that code to join the Sprucebot Wi-Fi network. Upon termination of Spruce’s agreement with Client, or termination of these Terms by Spruce, for any reason, your access to Sprucebot will be terminated, without further notice to you.
AUTOMATED DIALER MESSAGING. By providing your mobile device number, you are authorizing Sprucebot to text message you through an automated telephone dialing system. Message and data rates may apply and consent to these Terms is not a condition of any purchase. The number of text messages you receive depends on the third party contracting with Spruce to provide access to Sprucebot. You may stop receiving texts at any time by replying STOP to any message received from Sprucebot. Sprucebot will initially communicate with you based on your proximity to the hotspot and access to its Wi-Fi network, but Sprucebot may continue to communicate with you when you leave the Sprucebot Wi-Fi network.
USER DATA. In order to access Sprucebot, Spruce will collect your mobile device number and may provide you with the ability to upload a photograph and enter a first and/or last name for a personalized dashboard profile (“Public Profile”). In certain cases, Sprucebot also may allow you to customize your Profile and add notes and information specific to the Client that has obtained the Sprucebot (“Private Profile”). Spruce may access a customized number tied to your mobile device number to alert Clients to your presence on the Sprucebot. Other than information contained in your Public Profile, Spruce will not transmit your Private Profile information to its Clients without your consent. Spruce may also provide Clients with continuous information regarding whether your mobile device is on the Sprucebot platform or it has left a certain radius from the hotspot.
Sprucebot CONTENT. All content sent via Sprucebot by text messaging or any other information pushed to you through Sprucebot is controlled by Spruce’s Clients. Spruce disclaims all liability for any content generated through Sprucebot, the content of the URL platform, or the content of the text messages to you. To no longer receive content from Sprucebot, disconnect from the Wi-Fi and respond STOP to any text messages received.
WI-FI TERMS. The Wi-Fi service provided by Spruce is non-commercial and only offered within proximity of a Sprucebot hotspot. By using the Wi-Fi, you agree that Spruce may collect certain information regarding your use of the Wi-Fi, including duration and frequency and size of data transfers. You acknowledge that wireless technologies are not inherently secure and that wireless communications may not remain private or free from interruption or access by others. You may not use the Wi-Fi network for any inappropriate or illegal activities, including, without limitation: fraudulent activity; creating or transmitting spam; transmitting any viruses, defects, Trojan horses, or other destructive programs; advertising, transmitting, posting, or otherwise making obscene or indecent photographs, comments or materials; attempting to break security, or access and tamper with unauthorized parts of the Wi-Fi, hotspot or equipment; or otherwise use the Wi-Fi for prohibited purposes. SPRUCE DISCLAIMS ALL LIABILITY FOR ANY LACK OF SECURITY THAT MAY RESULT FROM YOUR USE OF THE WI-FI NETWORK AND YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING AND MAINTAINING APPROPRIATE SAFEGUARDS FOR YOUR DATA.
RESTRICTIONS AND PROPRIETARY RIGHTS. You shall not (and shall not authorize third parties to) do any of the following: (a) translate, disassemble, decompile, decode, reverse engineer, or cause or allow discovery of the source code of Sprucebot; (b) remove, obscure, or alter the titles, copyright notices, trademarks, logos, trademark notices, patent notices or other proprietary or restricted rights, notices, affixed to or contained in Sprucebot; (c) make any claim or representation of ownership or deny or challenge our ownership of Sprucebot; (d) use the Wi-Fi in any manner that violates any local, state, federal or international law, rule, regulation or ordinance; (e) use, copy, modify, or prepare derivative works of our software or content, or any part thereof, except as expressly authorized; or (f) disclose, demonstrate, distribute, sell, lease, sublicense, lend, give, share, transfer, assign or otherwise make all or any portion of Sprucebot to any natural person, corporation, or other entity, except as expressly authorized. You acknowledge that Spruce owns all proprietary rights and copyrights to Sprucebot and all artwork, graphics, advertising, trademarks, video feed, copyrights and names used in conjunction therewith. Nothing provided herein shall be construed as an assignment or grant by Spruce of any of its proprietary rights or copyrights to you. You shall not adopt or use any other marks that would be misleading or confusingly similar to our trademarks, trade names, designs, and logos.
OWNERSHIP. Spruce is the exclusive owner of all right, title and interest to and in Sprucebot, including, without limitation, any and all patents, copyrights, trademarks, service marks, trade secrets and any other proprietary rights related to Sprucebot or its content. The license to access the Wi-Fi and Sprucebot does not grant you any right to use the trademarks, service marks or logos of Spruce.
WARRANTY AND WARRANTY DISCLAIMER. Sprucebot IS PROVIDED “AS IS.” ALL WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, ARE EXPRESSLY DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPRUCE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT (A) Sprucebot OR ITS WI-FI WILL OPERATE IN AN ERROR-FREE OR UNINTERRUPTED MANNER; (B) Sprucebot AND THE WI-FI NETWORK WILL BE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS; (C) Sprucebot WILL PREVENT THE UNAUTHORIZED DISCLOSURE OF, UNAUTHORIZED USE OF, UNAUTHORIZED ACCESS TO, MISAPPROPRIATION OF, LOSS OF, OR ALTERATION OF ANY DATA OR INFORMATION; OR (D) ANY ERRORS OR DEFECTS IN Sprucebot OR ITS COMMUNICATIONS TO YOU WILL BE CORRECTED. Spruce is not responsible for any interruption in services or unavailability of Sprucebot resulting from internet failures, your inability to access the internet, or inadequate bandwidth in your internet connection. 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 disclaimers, exclusions, or limitations in these Terms may not apply to you and you might have additional rights.
INDEMNIFICATION. You will indemnify and defend Spruce and its directors, officers, employees, representatives and agents from and against, any and all claims, losses, damages and expenses, including attorney fees, arising from a third party claim against Spruce or its Clients, to the extent that such third party claim is based on your breach of these terms or your negligence or other acts, or by your agents or representatives.
LIMITATIONS OF LIABILITY. Sprucebot IS BEING PROVIDED TO YOU FREE OF CHARGE. ACCORDINGLY, YOU AGREE THAT SPRUCE WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF Sprucebot. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH Sprucebot IS TO DISCONNECT FROM THE WI-FI NETWORK. IN NO EVENT WILL SPRUCE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR CONTINGENT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS. THIS NON-LIABILITY FOR DAMAGES APPLIES WHETHER IN AN ACTION BASED ON CONTRACT, TORT OR ANY OTHER SUCH THEORY, EVEN IF SPRUCE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
General. If any provision of these Terms is held to be illegal or unenforceable, it shall be deemed amended to conform to applicable laws or regulations, or, if it cannot be so amended without materially altering the intention of the parties, it shall be stricken and the remainder of these Terms shall continue in full force and effect. The parties agree that any legal action arising under or relating to these Terms must be maintained in the state and federal courts located in Denver, Colorado. The laws of the State of Colorado govern these Terms, excluding the body of laws concerning conflict of laws.