Spruce – Website Terms of Use

Last Modified: 21 April 2020

SPRUCE DOES NOT PROVIDE MEDICAL SERVICES OR ADVICE, INCLUDING VIA THIS WEBSITE, AND WILL NOT PROVIDE ANY SERVICES FOR MEDICAL EMERGENCIES OR URGENT SITUATIONS. IF YOU ARE (OR SOMEONE ELSE IS) EXPERIENCING A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.

YOU ACKNOWLEDGE AND AGREE THAT:

  1. 1. THE CHAT WIDGET IS PROVIDED THROUGH THE WEBSITE TO FACILITATE COMMUNICATION BETWEEN YOU AND OUR SALES AND CUSTOMER SUPPORT TEAMS; AND
  2. 2. YOU WILL NOT USE THE CHAT WIDGET TO COMMUNICATE ANY HEALTH INFORMATION (SUCH AS PAST OR PRESENT HEALTH CONDITIONS, MEDICATIONS, OR AILMENTS), BUT THAT IN THE EVENT YOU DO SO, SPRUCE SHALL HAVE NO LIABILITY OR OBLIGATIONS WHATSOEVER WITH RESPECT TO ANY SUCH COMMUNICATIONS OR INFORMATION.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR WEBSITE.

I. Introduction

These terms of use ("Terms") and our Privacy Policy govern your use of Spruce's website ("Website"). Your use of the Spruce Care Messenger application, if any, will be governed by a different set of terms. By using the Website, you acknowledge that you have read, understood, and agreed to be legally bound by and comply with these Terms. If you do not agree with any of these Terms, you may not use the Website. You understand and agree that satisfying the above requirements does not guarantee that you will be able to use the Website. The terms "we", "our", "us", and "Spruce" collectively refer to Spruce Health, Inc. Even though you may have arrived to the Website through a website operated or controlled by a third party, including by an affiliate of Spruce, you understand and agree that these Terms are entered into between you and Spruce.

Spruce reserves the right to modify these Terms at any time and for any reason. Your use of the Website following any modifications means that you agree to follow and be bound by the Terms as modified. Spruce also reserves the right to suspend or terminate operation of or access to the Website, or any portion of the Website, at any time and for any reason. Spruce may terminate your access to the Website and/or block your future access to the Website if, in our sole discretion, we determine that you have violated these Terms.

II. Website Content and Use

The design of the Website, the Website as a whole, and all materials and content contained in or appearing on the Website, as well as the selection, organization, and arrangement of them (collectively, the "Content"), are subject to protection under the laws of the United States of America and overseas (including international treaties). Except as otherwise indicated, the Content is owned and licensed by Spruce. You are permitted to electronically copy and print hard copies of pages from the Website solely for your personal, non-commercial use in obtaining information regarding Spruce products and services, provided that you do not: (i) remove any proprietary notice language in any such copies, or (ii) make any modifications to such copies or information. Any other use of the Content is strictly prohibited, unless the prior written authorization of Spruce is obtained. The Website may contain errors or inaccuracies and may not be complete or current. Spruce reserves the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. Please note that such errors, inaccuracies, or omissions may relate to descriptions of the products and services being offered, and we apologize for any inconvenience. Spruce uses its reasonable endeavors to ensure that the information it includes on the Website is accurate and up to date, but it cannot guarantee the accuracy, currency, or completeness of the information provided and it accepts no responsibility for error in the Content at any time. Spruce may also add to, change, move, and delete portions of the Website from time to time and without notice. The use of any web crawlers, spiders, robots, or other automatic devices, programs, algorithms, or methodologies, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Website or any Content is prohibited.

All trademarks, service marks, and logos (collectively, the "Marks") appearing on the Website are proprietary to Spruce, except as otherwise indicated. Use or misuse of these Marks, without advance written authorization from Spruce, or the owner, is expressly prohibited. You cannot use any Mark in any manner that is likely to cause confusion among customers as to source or sponsorship, or in any manner that disparages, tarnishes, dilutes, or discredits Spruce. Any rights not expressly granted to you are reserved to Spruce.

III. User Comments and Other Submissions

Your comments, feedback, and questions regarding our Website, products, and services are welcome. We do not accept confidential or proprietary information. Therefore, all comments, feedback, suggestions, ideas, or other submissions (collectively the "Comments") disclosed, submitted, or offered to Spruce, including through completing the "contact us" form or using the chat widget to communicate with our sales or customer support teams, are submitted with the express understanding that you are granting Spruce an irrevocable and unrestricted license to use, modify, reproduce, transmit, display, and distribute such Comments by any means now known or hereafter to become known, for any purpose whatsoever without any obligation to pay you any compensation or to respond or otherwise acknowledge receipt of your Comments. You agree that your Comments will not violate the rights of any third party including copyright, trademark, privacy, other personal, or proprietary rights, nor contain any libelous, otherwise unlawful, abusive, or obscene material.

IV. Linked Sites

The Website may include links to other sites maintained by third parties ("Linked Sites"). Any Linked Sites are independent from Spruce, which has no control over or responsibility for the information provided, the accuracy of such information, or the activities undertaken on the Linked Sites. These links are provided solely for your convenience. Furthermore, inclusion of Linked Sites does not imply an endorsement by Spruce of the Linked Sites. You will need to make your own independent decisions regarding the information presented and your interaction with such Linked Sites. Framing or any other embedding of any webpage of this Website is prohibited.

V. Disclaimer, Limitation of Liability, and Indemnity

YOU ACKNOWLEDGE AND AGREE THAT THIS WEBSITE AND ALL OF ITS CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, SECURITY, ACCURACY, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, FUNCTIONALITY, RELIABILITY, OR ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. BY YOUR USE OF THE WEBSITE, YOU ACKNOWLEDGE AND AGREE THAT SUCH USE IS AT YOUR SOLE RISK AND THAT YOU ASSUME FULL RESPONSIBILITY FOR SUCH USE. SPRUCE DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, OR FREE FROM ERROR, VIRUSES, MALWARE, OR OTHER HARMFUL ELEMENTS, OR THAT THE USE OF THE WEBSITE AND/OR INFORMATION OBTAINED THROUGH THE WEBSITE WILL NOT CAUSE ANY DAMAGE TO YOUR MOBILE PHONE OR COMPUTER OR LOSS OF DATA. To the fullest extent permitted by applicable law and except as set forth in this paragraph, Spruce will not be liable to you for any punitive, special, incidental, or consequential loss or damage, including lost profits, even if Spruce has been advised of the possibility of such damages. To the fullest extent permitted by applicable law and subject to this paragraph, in no event will Spruce's total liability for any damages, claims, or losses arising under these Terms exceed the total amount of payments actually paid by you to us, if any, in the preceding twelve (12) months prior to the date the liability first arose. You agree to indemnify, defend, and hold harmless Spruce and its affiliates and their respective officers, directors, managers, partners, members, employees, and agents from and against any and all third-party claims, demands, liabilities, costs, or expenses, including attorneys' fees and costs, regarding, resulting, or arising out of your use of this Website.

VI. Privacy

Spruce understands the importance of privacy. Please see our Privacy Policy at https://www.sprucehealth.com/privacy for a description of how we may collect, use, and disclose your information in connection with the Website.

VII. Miscellaneous

The Terms will be governed by the laws of the State of California without regard to conflicts of law principles. The Terms set forth the entire understanding and agreement between you and us with respect to the subject matter hereof. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect. Headings are for reference only and in no way define, limit, construe, or describe the scope or extent of such section. Our failure to act with respect to any failure by you or others to comply with these Terms does not waive our right to act with respect to subsequent or similar failures.

VIII. Copyright Infringement Claims

Spruce reserves the right to remove any content or any other material or information available on or through our Website, at any time, for any reason. Spruce otherwise complies with the provisions of the Digital Millennium Copyright Act ("DMCA") applicable to Internet service providers (17 U.S.C. § 512, as amended), and responds to clear notices of alleged copyright infringement. This Section describes the procedure that should be followed to file a notification of alleged copyright infringement with Spruce.

Notification of Claimed Copyright Infringement

If you have objections to copyrighted content or material made available on or through our Website, you may submit a notification to our Designated Agent at the following address: support@sprucehealth.com, attention: Spruce Compliance Officer.

Any notification to Spruce under 17 U.S.C. § 512(c) alleging copyright infringement must include the following information:

IX. Contact Information

If you have any questions or concerns, please contact support@sprucehealth.com.