Last Modified: 30 October 2023
This "Spruce – Referral Program Terms" (the "Referral Program Terms>") is incorporated into and a part of the "Spruce Care Messenger – Terms of Service for Organizations" ("Terms of Service", as available at https://sprucehealth.com/terms-organizations), where applicable. The term of these Referral Program Terms shall be concurrent with that of the Terms of Service, and thus continue until the expiration or termination of the Terms of Service.
The Spruce Referral Program (the "Referral Program") offers select users of the Platform ("Referring Users") the opportunity to receive referral bonuses when they refer their professional contacts to use the Platform, and those contacts establish accounts on the Platform ("Referred Users") and become paying customers of Spruce ("Paying Referred Users"). The Referral Program also offers bonuses to select Referred Users.
These Referral Program Terms may be amended by Spruce from time to time, with or without notice. Your participation in the Referral Program constitutes an acceptance of these Referral Program Terms and any future modifications that may be made to these Referral Program Terms. By participating in the Referral Program, you confirm that your participation in the Referral Program does not and will not violate or breach any law, regulation, policy, or contractual obligation. If you do not agree to any and all terms herein, or if you are otherwise precluded from participating in the Referral Program, do not participate in the Referral Program.
Spruce may, in its sole discretion and without notice: (a) change, cancel, suspend, or modify any aspect of the Referral Program; or (b) remove or disqualify any participant from the Referral Program.
From time to time, Spruce may issue a unique referral link (a "Referral Link") to a Referring User. The Referring User may choose to communicate, but has no obligation to communicate, this Referral Link to any of their professional contacts whom they believe might be interested in becoming Spruce customers. Referring Users, and Referring Users alone, are responsible for all aspects of any such communication, including its timing, method of delivery, and content.
When a third party uses a Referral Link to establish an account on the Platform, and meets all criteria to be considered a Referred User, this will be considered a "Referral", and the Referred User will receive a "Referred Bonus". If the Referred User later becomes a Paying Referred User, the Referring User will then receive a "Referring Bonus."
Each Referring Bonus will be a one-time credit, of a specified and advertised value (e.g., "$24"), that will be applied to the next Spruce bill of the Referring User for a given Referral. Each Referring Bonus is non-transferable, non-refundable, and not valid for cash or cash equivalent. If the Referring User is not a paying customer of Spruce at the time that they would qualify for a Referring Bonus, or if the Referring User fails to maintain an active account with Spruce at any time after receiving a Referring Bonus, the Referring Bonus will immediately become permanently void, with no substitution or recourse. A Referring Bonus can only be applied to the portion of a Spruce bill that represents the cost of a recurring subscription to the Platform for direct Spruce services. For clarity, a Referring Bonus cannot be applied to any portion of a Spruce bill that represents a tax, fee, or purchase of a physical good.
The Referring User is responsible for any and all tax liability resulting from any Referring Bonus. Each Referring Bonus may be used only for the next Spruce bill of the Referring User, and no Referring Bonus may be applied to any prior purchases or bills, taxes, fees, shipping and delivery charges, or toward any other purpose. Neither a Referring Bonus nor any other consideration will be provided for any unofficial referral or other event that does not meet the criteria for a Referral under this Referral Program.
Each Referring Bonus will be granted to its Referring User only after the relevant Referred User has become a Paying Referred User, which includes becoming a paying customer of Spruce. For clarity, a user of Spruce is not a paying customer until they have successfully paid a Spruce bill via credit card, bank account, or other bona fide transfer of money, as opposed to promotional credit or any other method of satisfying a bill. By way of example, Referred Users on free trials, as well as Referred Users who are paying their entire Spruce bill with promotional credits, are not paying customers.
A Referring Bonus for any given Referral will be granted to, at most, one Referring User.
One Referring User may be eligible for any number of Referring Bonuses, provided that each Referring Bonus is the result of an independent Referral.
Each Referred Bonus will be a one-time credit, of a specified and advertised value (e.g., "$24"), that will be applied to the next Spruce bill of the Referred User for a given Referral. Each Referred Bonus is non-transferable, non-refundable, and not valid for cash or cash equivalent. If a Referred User does not generate a Spruce bill within six weeks of becoming a Referred User, Spruce may, in its sole discretion and without notice, choose to immediately and permanently void any Referred Bonus. A Referred Bonus can only be applied to the portion of a Spruce bill that represents the cost of a recurring subscription to the Platform for direct Spruce services. For clarity, a Referred Bonus cannot be applied to any portion of a Spruce bill that represents a tax, fee, or purchase of a physical good.
The Referred User is responsible for any and all tax liability resulting from any Referred Bonus. Each Referred Bonus may be used only for the next Spruce bill of the Referred User, and no Referred Bonus may be applied to any prior purchases or bills, taxes, fees, shipping and delivery charges, or toward any other purpose. Neither a Referred Bonus nor any other consideration will be provided for any unofficial referral or other event that does not meet the criteria for a Referral under this Referral Program.
No person, organization, or other entity may ever be eligible for, or benefit from, more than one Referred Bonus, regardless of timing or other aspects of the Referred Bonus.
No person, organization, or other entity that has already created an account on the Platform, and signed up for a subscription, is eligible to become a Referred User or to generate a Referring Bonus for any other entity. This applies even if the entity does not currently have an active account on, or paid subscription to, the Platform.
No person, organization, or other entity is eligible to be a Referring User if their account with Spruce is not currently in good standing, including being free of any unpaid bills or other past-due amounts.
The Referring User and the Referred User of a Referral are set automatically by the Platform at the time of Referral creation, pursuant to the proper technical use of a Referral Link, and no changes are possible to a Referral after its creation. No Referral can be created except by the automatic technical mechanism of the Platform.
The automated technical mechanism of the Platform for Referral attribution is provided, and functions, on an "as is" basis. Consumers may exercise administrative and technical methods to prevent tracking on websites and other platforms, including on the Platform. If a consumer is using such a prevention method, and in other potential cases, for other reasons, we may not be able to determine attribution for a Referral. You will only be eligible for Referring Bonuses and Referred Bonuses when attribution can be accurately determined by the automated technical mechanism of the Platform.
The credit amount of any Referring Bonus or Referred Bonus will not be retroactively increased after a Referral has been created, even if these Referral Program Terms change or other promotional offers become available.
Apart from Referring Bonuses and Referred Bonuses, no bonus, reward, or other type of compensation or consideration will be considered or granted, either in direct association with this Referral Program or with any other connection to its subject matter.
From time to time, Spruce may use language, such as in marketing materials or in user-interface elements of the Platform, to discuss aspects of the Referral Program ("Non-Terms Language"). In any and all such cases, and to the maximal extent permitted by any applicable law or regulation, Non-Terms Language is for convenience only, and any ambiguity of Non-Terms Language, or conflict of Non-Terms Language with these Referral Program Terms or with any other aspect of the Terms of Service, will be resolved in favor of the Terms of Service. For the avoidance of doubt, Non-Terms Language, including, for exemplary purposes only, "pending credits": (1) will have the intended function of attempting to explain or otherwise discuss or convey some aspect of the Referral Program, as it is constructed in the Terms of Service; (2) will have no other meaning or function, under the Terms of Service or otherwise; and (3) will not bind Spruce or obligate Spruce to any particular action, inaction, debt, or other outcome or associated occurrence.
You will make referrals only to your personal connections. Any communications that you make, or other actions that you take, in conjunction with the Referral Program will comply with all laws and regulations, including any such laws or regulations that might relate to consumer or recipient consent.
You will not use the Platform or interact with the Referral Program through illegal means, in bad faith, or with the intent to defraud Spruce or any other entity, regardless of whether actual harm results. You will not engage in false advertising, manipulation of the Platform, offers to share the Referring Bonus or Referred Bonus, self-dealing (participating in the Referral Program on both sides of a single Referral), or any unauthorized use of any accounts, copyrights, trademarks, or other proprietary materials or property, including those belonging to Spruce.
You will not use multiple or fake email addresses; accounts with fictitious identities; or any system, macro, script, bot, or other device or artifice to participate in the Referral Program or to attempt to earn bonuses.
You will not use bulk email distribution; multiple referral communications to the same person; or any other promotion in a manner that would constitute or appear to constitute unsolicited commercial communication or "spam", as determined in Spruce's sole discretion.
You will not misrepresent or embellish your relationship with Spruce (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between Spruce and you or any other person or entity.
In all applicable cases, when you make communications related to the Referral Program, you will clearly, proximately, and prominently include a statement that complies with all then-current rules and regulations applicable to advertising disclosures and social media advertising, sponsorships, and endorsements, including the then-current United States Federal Trade Commission guidelines.
For clarity only, and without limiting any other potential recourse available to Spruce, any violation of the terms of this section is grounds for immediate exclusion from the Referral Program and revocation of any prior Referring Bonus or Referred Bonus.
Spruce may delay the granting of any Referring Bonus or Referred Bonus, for any reason, such as for the purpose of investigation. Spruce reserves the right to revoke, or to refuse to issue, any Referring Bonus or Referred Bonus, for any reason, at any time.
If Spruce, for any reason, at any time, voids, revokes, refuses to issue, or otherwise cancels or nullifies any Referring Bonus or Referred Bonus, under no circumstance will Spruce have any liability, directly subsequent or otherwise, to you or to any other entity. Your sole remedies in such cases are: (a) contacting Spruce to discuss the action; and (b) ceasing participation in the Referral Program. You agree to these terms as a fundamental and required aspect of participation in the Referral Program.