Last Modified: 14 May 2026
SPRUCE DOES NOT PROVIDE MEDICAL SERVICES OR ADVICE, INCLUDING VIA THE PLATFORM. IF YOU ARE (OR SOMEONE ELSE IS) EXPERIENCING A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.
YOU ACKNOWLEDGE AND AGREE THAT COMMUNICATION OCCURRING THROUGH THE PLATFORM OR ENABLED BY THE PLATFORM SHOULD NOT BE USED FOR EMERGENCIES.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR SERVICES OR OUR PLATFORM.
THESE TERMS OF SERVICE CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES, WITH LIMITED EXCEPTION, THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST SPRUCE TO BINDING AND FINAL ARBITRATION AND FURTHER, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SPRUCE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST SPRUCE RESOLVED BY A JURY OR IN A COURT OF LAW.
These terms of service (the "Terms of Service for Patients") describe your rights and responsibilities when using the Spruce application (the "App" when accessed via mobile application, the "Website" when accessed via web browser, or the "Platform" when considered as a whole or accessed via any other means) as part of a coordinated service to connect and communicate with your medical practice group or other health care provider organization ("Provider"). These Terms of Service for Patients, our Privacy Policy, and any other terms agreed to in writing by you and us (referred to collectively as the "Terms") govern your use of the Platform. Your Provider's use of the Platform, or use of the Platform by any entity in the role of a medical practice group or other health care provider organization, will be governed by a different set of terms. By accessing or using the Platform, 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 Platform. You understand and agree that satisfying the above requirements does not guarantee that you will access or use services through the Platform.
In these Terms, the terms "you" and "yours" refer to the person, including any caregivers, on whose behalf these Terms are entered into. The terms "we", "our", "us", and "Spruce" collectively refer to Spruce Health, Inc. Even though you may have arrived to the Platform through a website or mobile application 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. You also understand and agree that the Platform and any services provided through these Terms are provided solely by Spruce, and no other parent, subsidiary, or affiliate of Spruce. Any person using or accessing the Platform for or on behalf of you represents and warrants that he or she has the authority to download the App or use the Website and agree to these Terms on your behalf.
If you downloaded the App from the Apple App Store: These Terms incorporate by reference Apple's Licensed Application End User License Agreement (https://www.apple.com/legal/internet-services/itunes/dev/stdeula/), for purposes of which you are the "end user".
If you downloaded the App from the Google Play Store: These Terms incorporate by reference the Google Play Terms of Service (https://play.google.com/intl/en_gb/about/play-terms/).
If you accessed the Platform through the Website: These Terms apply.
Conditioned upon your continued compliance with these Terms, Spruce grants you the right to access and use the Platform. To access and use all or part of the Platform, you are required to register and create an account. Any registration information you provide to Spruce must be accurate, current, and complete. Your access credentials, such as your username and password, cannot be shared with or used by any person or entity except for you. You will be responsible for keeping your account, including access credentials, secure from unauthorized third-party access or use, and you must promptly notify Spruce of any suspected or actual breach or unauthorized use thereof. You are responsible for all access to and use of the Platform using your credentials, including all acts and omissions. Spruce may immediately suspend your account and access to the Platform if you violate, or Spruce reasonably suspects that you have violated, these Terms. Upon termination of your account, your access to the Platform will be terminated with immediate effect.
We reserve the right, in our sole discretion, to amend these Terms, in whole or in part, at any time and for any reason, without penalty or liability to you or any third party. We may notify you and/or your Provider of such amendments, such as by email. However, you should check the Terms regularly to determine if any changes have been made. You can determine when the Terms were last revised by referring to the "Last Modified" notation above. If you use the Platform after the amended Terms have been posted, you will be deemed to have agreed to the amended Terms. If any of the provisions of these Terms are not acceptable to you, your sole and exclusive remedy is to discontinue your use of the Platform.
You understand and agree that Spruce makes the Platform available to facilitate communication between you, your Provider, and other entities. Such communications may include, but are not limited to, secure messaging, voicemail, file sharing, and video calls. The Platform enables you, your Provider, and other entities to communicate information, including health information (such as past or present health conditions, medications, ailments, and images) and personal information (such as names, locations, and demographic information). The Platform does not provide for emergency calling services (e.g., 911); however, Spruce VoIP phone services support emergency service calling in accordance with the terms available at https://www.sprucehealth.com/e911.
You understand and agree that the Platform enables communications and other data transmissions across multiple channels and to multiple endpoints, a number of which involve transmission that does not occur exclusively through and on the Platform ("Unsecure Communications"). Unsecure Communications include, but are not limited to, email, SMS text messages, e-faxing, and voice communications, which may include transmission and/or storage via unsecured networks, devices, or channels. Unsecure Communications may not be encrypted or otherwise protected by Spruce or third parties and could be intercepted or otherwise accessed by unauthorized third parties. In no event will Spruce have any liability to you or any other person or entity for any such unauthorized access.
As a condition of your use of the Platform, you agree to the following:
You must have a compatible mobile device or computer, access to the Internet, and certain necessary software and hardware, as we may stipulate from time to time in our sole discretion, in order to use the Platform. Fees and charges may apply to your use of the mobile services and to the Internet. Spruce is not responsible for those or any other fees.
You will not use, or encourage or permit others to use, our Platform except as expressly permitted in these Terms. You will not, and will not encourage or permit others to:
As between Spruce and you, Spruce is the sole and exclusive owner of all right, title, and interest in and to the Platform and its general content, features, and functionality (including, without limitation, all information, software, text, displays, images, video, audio, selection, arrangement, and look and feel), and all intellectual property rights therein, and any suggestions, ideas, or other feedback provided by you which relates to the Platform. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Platform will be owned solely and exclusively by Spruce or its licensors, including all intellectual property rights therein. Subject to your compliance with these Terms, Spruce grants you an internal, limited, revocable, nonexclusive, and nontransferable license to view, download, access, and use the Platform and its content, solely for your internal use. You are not permitted to reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any such content for commercial use. No other right, title, or interest in or to the Platform is transferred to you, and all rights not expressly granted are reserved by us, our affiliates, or our licensors. Notwithstanding the foregoing and except as set forth in Section VIII.B, Spruce will not have any right, title, or interest in or to any Health Data (as defined below) or User Data (as defined below).
Certain names, logos, and other materials displayed in and through the Platform may constitute trademarks, trade names, service marks, or logos ("Trademarks") of Spruce or its affiliates. You are not authorized to use any such Trademarks without the express written permission of Spruce or its affiliates. Ownership of all such Trademarks and the goodwill associated therewith remains with us or our affiliates.
The Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time will be referred to as "HIPAA". The Platform may allow you, your Provider, or other entities (collectively, "These Entities") to enter, submit, or otherwise transmit to Spruce information or other data related to any of These Entities. The Platform may also contain information or other data, related to any of These Entities, that was created on the Platform by any of These Entities. All such data is "Health Data" when it would qualify, in context, as PHI were it the property of a Covered Entity, as those terms are defined in HIPAA. All such data that is not Health Data is "User Data".
You hereby grant and agree to grant to Spruce, our service providers, and our successors and assigns the fully transferable and sublicensable right and license to use, copy, produce, reproduce, modify, create derivative works of, analyze, perform, display, distribute, and otherwise disclose to third parties any de-identified Health Data and User Data for the purposes of: (i) providing services to you; (ii) conducting research or analyses of such data; and (iii) designing, developing, implementing, modifying, and/or improving new, current, or future features, products, and services of Spruce using such data. Spruce may have a separate agreement with your Provider, such as a Business Associate agreement under HIPAA, which may limit the effect of the terms of this section.
In addition to the foregoing, our collection, usage, and disclosure of any such User Data and Health Data will be subject to our Privacy Policy.
When you submit any User Data or Health Data for purposes of receiving Provider services, you agree to pay all fees due to your Provider. Your Provider may send requests for and collect payments through the Platform. You will see a prompt for your payment details, such as your credit card information. By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due.
You understand and agree that you are responsible for all fees due to receive Provider services, including any fees charged by such Providers and any applicable co-insurance or co-pay amounts. Amounts collected by Spruce will include fees charged by Providers for their services. In the event that your credit card expires or Spruce, our affiliates, or our third-party payment processors are unable to process your payment, you may receive notice for you to provide an alternative payment method.
Spruce understands the importance of confidentiality and privacy, regarding your information. 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 Platform.
Spruce does not provide any recommendation, advice, certification, approval, endorsement, or other specific knowledge or statement related to the fitness, quality, or any other aspect of any Provider, third-party organization, or other entity, or of the goods or services of any such Provider or third-party organization or entity, with regard to any health care purpose, regardless of whether the Provider or third-party organization or entity may use the Platform or have any other association with Spruce. Any references or materials related to such a Provider or third-party organization or entity that may be present on the Platform are solely for your convenience and are used at your own risk. We are not liable to you in any way, either directly or indirectly, for any content, errors, damage, or loss caused by or in connection with the use of or reliance on Providers, third-party organizations, or entities, or their goods or services.
The Platform may also contain hyperlinks or references to other websites or other services ("Linked Sites") operated by third parties. The Linked Sites may not be under our control; therefore, we are not responsible for the information, products, or services described thereon, or for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. We are providing these Linked Sites to you only as a convenience, and the inclusion of any link does not necessarily imply endorsement of the Linked Site or any association with its operators. Your use of these Linked Sites is at your own risk, and we are not liable to you in any way, either directly or indirectly, for any content, errors, damage, or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites.
You may have arrived to the Platform through a Linked Site, including a Linked Site controlled by a parent, subsidiary, or affiliate of Spruce. You understand and agree that we are not responsible for the information, products, or services described on those Linked Sites and that only these Terms will apply to your use of or access to the Platform.
YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. SPRUCE AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY "RELATED PERSONS") DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE PLATFORM, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, SECURITY, ACCURACY, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING, SPEED OF DELIVERY, OR ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE PLATFORM IS NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS (E.G., 911) BY VOICE OR SMS TO ANY EMERGENCY SERVICES. NEITHER SPRUCE NOR ITS RELATED PERSONS WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND YOU WILL HOLD SPRUCE AND ITS RELATED PERSONS HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE THE PLATFORM TO CONTACT EMERGENCY SERVICES.
WITH RESPECT TO OUR VOIP PHONE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT HAVE ANY CONTROL OVER WHETHER, OR THE MANNER IN WHICH, CALLS USING OUR 911 DIALING SERVICE ARE ANSWERED OR ADDRESSED BY ANY LOCAL EMERGENCY RESPONSE CENTER. WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY FOR THE CONDUCT OF SUCH LOCAL EMERGENCY RESPONSE CENTERS AND THE NATIONAL EMERGENCY CALLING CENTER. WE RELY ON THIRD PARTIES TO ASSIST US IN ROUTING 911 DIALING CALLS TO LOCAL EMERGENCY RESPONSE CENTERS AND TO A NATIONAL EMERGENCY CALLING CENTER. WE DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY IN THE EVENT SUCH THIRD PARTY DATA USED TO ROUTE CALLS IS INCORRECT OR YIELDS AN ERRONEOUS RESULT. YOU AGREE THAT WE MAY NOT BE HELD LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS, AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO OUR 911 DIALING SERVICE, UNLESS SUCH CLAIMS OR CAUSES OF ACTION ARISE FROM OUR GROSS NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SPRUCE NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE PLATFORM. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR USEFULNESS OF THE PLATFORM. FURTHERMORE, SPRUCE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, OR THAT THE USE OF THE PLATFORM AND/OR INFORMATION OBTAINED THROUGH THE PLATFORM 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 Section, Spruce, its Related Persons, and licensors will not be liable to you or to any party under any legal or equitable theory, whether in tort (including negligence), contract, strict liability, or otherwise, for any indirect, punitive, special, incidental, or consequential loss or damage, including lost profits, loss of data or loss of goodwill, service interruption, mobile phone damage, or system failure, or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress, including death, arising out of or in connection with any access or use of (or inability to use) the Platform. This is true even if Spruce or its Related Persons have been advised of the possibility of such damages or losses. To the fullest extent permitted by applicable law and subject to this Section, in no event will the total liability of Spruce and its Related Persons 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.
Spruce reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Platform, or any portion thereof, with or without notice. You agree that Spruce will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform. Without limiting the foregoing, we will make reasonable efforts to notify you in advance of any discontinuation of the Platform in its entirety.
The Terms will remain in full force and effect as long as you continue to access or use the Platform. You may terminate the Terms by discontinuing use of the Platform. Your permission to use the Platform automatically terminates if you violate these Terms.
Except for termination or suspension by us subject to Section II, we may terminate or suspend any of the rights granted by these Terms and your access to our Platform for any reason upon thirty (30) days written notice to you. Notwithstanding the foregoing, we may immediately terminate these Terms and your access to our Platform if required by applicable regulatory authorities or if we determine that any change in any applicable federal, state, or local government laws, rules, or regulations would render unlawful the conduct under these Terms of you or us.
The following Sections survive the expiration or termination of these Terms for any reason whatsoever: VII (Restrictions on Use), XII (Disclaimer), XIII (Limitation of Liability), XVI (Governing Law; Dispute Resolution; Arbitration; Class Action Waiver), and XVII (Miscellaneous).
Subject to applicable law, Spruce reserves the right to maintain, delete, or destroy all communications and materials posted or uploaded to the Platform in its sole discretion.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS.
The Platform is controlled and operated by us from the United States, and is not intended to subject us to the laws or jurisdiction of any state, country, or territory other than that of the United States. These Terms will be governed by the laws of the State of California without regard to conflicts of law principles.
This section is referred to in this Terms of Service for Patients as the "Arbitration Agreement". You agree that any and all disputes or claims that have arisen or may arise between you and Spruce, whether arising out of or relating to these Terms (including any alleged breach thereof), the Platform, any advertising, any aspect of the relationship, or any transactions between you and Spruce, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, and as permitted by law, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you or us from pursuing injunctive relief and/or bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Spruce are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act ("FAA") governs the interpretation and enforcement of this Arbitration Agreement. You and Spruce agree that either of us may elect to proceed by arbitration, that the goal of proceeding in arbitration shall be to achieve effective, efficient, and less costly resolution between you and Spruce, and that this arbitration agreement shall be interpreted and applied to achieve that goal. You also agree that any arbitration will take place in San Francisco, California.
YOU HAVE A RIGHT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE. UNLESS YOU OPT OUT OF ARBITRATION IN THE MANNER DESCRIBED BELOW, YOU AND SPRUCE ARE WAIVING THE RIGHT TO HAVE OUR DISPUTE HEARD BEFORE A JUDGE OR OTHERWISE TO BE DECIDED BY A COURT, EXCEPT FOR MATTERS THAT MAY BE TAKEN TO A SMALL CLAIMS COURT OR AS OTHERWISE STATED BELOW. YOU AND SPRUCE ARE WAIVING ANY ABILITY TO ASSERT OR PARTICIPATE IN A CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING, WHETHER IN COURT OR IN ARBITRATION, AND TO HAVE ANY CLAIMS HEARD BY A JURY. ALL DISPUTES, EXCEPT AS STATED BELOW, MUST BE RESOLVED BY BINDING ARBITRATION WHEN EITHER YOU OR SPRUCE REQUEST IT.
IN THE EVENT ARBITRATION IS CONTRARY TO APPLICABLE LAW, YOU AND SPRUCE WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Spruce are instead electing to have claims and disputes resolved by arbitration. Arbitration is the referral of a claim or dispute to one or more persons charged with reviewing the claim or dispute and making a final binding determination to resolve it instead of having it decided by a judge or jury in court. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction.
UNLESS YOU OPT OUT OF THIS AGREEMENT TO ARBITRATE, YOU AND SPRUCE ARE WAIVING THE RIGHT TO ASSERT OR PARTICIPATE IN A CLASS ACTION, OR ANY REPRESENTATIVE OR CONSOLIDATED PROCEEDING IN COURT OR IN ARBITRATION, AND ARE WAIVING THE RIGHT TO HAVE A JURY DECIDE ANY CLAIM, AS PERMITTED BY LAW. YOU AND SPRUCE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE, CONSOLIDATED ACTION OR PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO ENTERTAIN ANY CLAIM AS A CLASS ACTION OR ON ANY OTHER SIMILAR REPRESENTATIVE BASIS, NOR SHALL THE ARBITRATOR HAVE ANY AUTHORITY TO CONSOLIDATE CLAIMS BROUGHT BY SEPARATE CLAIMANTS (EXCEPT FOR CLAIMANTS ON THE SAME ACCOUNT). THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INDIVIDUAL AND/OR PUBLIC INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), AS PERMITTED BY LAW. FOR INDIVIDUAL CLAIMS FILED AS PART OF A "MASS ARBITRATION", AS THAT TERM IS DEFINED HEREIN, THE ADDITIONAL REQUIREMENTS SET FORTH IN THE MASS ARBITRATION SECTION BELOW SHALL APPLY.
Spruce is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing support@sprucehealth.com. If such efforts prove unsuccessful, you and Spruce agree that a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Spruce should be sent to Spruce Health; 1111 6th Ave, Ste 550, PMB #83493; San Diego, CA 92101-5211 ("Notice Address"). The Notice must (i) contain the claimant's name, telephone number, mailing address, and email address; (ii) describe the nature and basis of the claim or dispute; (iii) set forth the specific relief sought, including dollar amount demanded and (iv) include the claimant's original handwritten signature; electronic, digital, scanned, facsimile, or other non-wet-ink signatures shall not be valid or binding. You and Spruce further agree to provide, within reason, any requested factual information necessary to assess and investigate the purported claim. To safeguard your account, if you have retained counsel to submit the Notice, your Notice must include your signed statement authorizing us to share information about the account and the claim with your counsel. If Spruce and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Spruce may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Spruce or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Spruce is entitled.
Unless you and Spruce agree in writing to proceed before another arbitral body and/or other arbitral rules, any arbitration between you and Spruce will be administered by the American Arbitration Association ("AAA"). The AAA shall apply its Consumer Arbitration Rules ("AAA Consumer Rules") in effect at the time the arbitration is commenced, and the Mass Arbitration Supplementary Rules ("AAA Mass Arbitration Rules", and together with AAA Consumer Rules, "AAA Rules") to Mass Arbitration matters in effect at the time the arbitration is commenced. A single arbitrator shall conduct proceedings under the Consumer Arbitration Rules, and a Process Arbitrator and single Merits Arbitrator shall conduct each Mass Arbitration case. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. In the event that AAA is unable to handle the claim for any reason, then the matter shall be arbitrated instead by a neutral arbitrator selected by agreement of the parties (or, if the parties cannot agree, selected by a court in accordance with the FAA), pursuant to the AAA rules of procedure.
Upon motion by either you or Spruce, any arbitrator shall have the power to decide dispositive issues of law prior to a full merits hearing, consistent with Federal Rules of Civil Procedure 12 and 56, and will decide the claim in accordance with all applicable substantive law and recognized principles of equity. The arbitrator will determine whether the claimant has completed the steps necessary to initiate the suit. The arbitrator will construe the claim under the applicable statutes of limitations provided for under the governing law, or the two-year limitations period prescribed above. The arbitrator will honor all claims of privilege recognized by law. In addition, the arbitrator has the same power as a federal court to impose sanctions against any represented party or counsel for any violation of the standards of Federal Rule of Civil Procedure 11(b) or 28 U.S.C. § 1927.
The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement, except that questions of whether the parties have entered into an agreement to arbitrate are for a court of competent jurisdiction to decide. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Spruce and you agree otherwise, any arbitration hearings will take place in San Francisco, California. If the parties are unable to agree on a location, the determination shall be made by AAA or the arbitrator. If your claim is for $10,000 or less, Spruce agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
In addition to the requirements set forth in the AAA Rules, you agree that upon commencing a case with the AAA, you will provide your name, mailing address, telephone number, email address, a factual description of every claim for which you seek compensation, explanation of the basis of your claim, an itemized calculation of all alleged damages, and, if represented by counsel, a signed statement authorizing Spruce to share your information with them. You must personally sign the demand for arbitration (and your counsel must also sign the demand, if you are represented by counsel). By submitting an arbitration demand, you (and your counsel, if you are represented) represent that, as in court, you are complying with the requirements of Federal Rule of Civil Procedure 11(b). You agree and understand that failure to provide this information may result in dismissal of your claim(s), though you have the right to refile once you provide the information described in this section.
Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement or the parties entered into a separate agreement. If you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Spruce will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
The arbitrator is authorized to afford any relief or impose any sanctions available under the substantive standards established by Federal Rule of Civil Procedure 11, 28 U.S.C. § 1927, or any applicable state law on represented parties and their counsel. If the arbitrator finds that either the substance of your or our claim or the relief sought was frivolous, without sufficient reasonable inquiry and/or a good faith basis, or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b), and/or under 28 U.S.C. § 1927), the arbitrator may reallocate compensation, expenses, and administrative fees (which include filing and hearing fees) as justice requires, and as permitted by applicable law.
You agree that these additional requirements ("Mass Arbitration Procedures") shall apply to your claim if it is filed as part of a "Mass Arbitration", which means twenty-five or more arbitration claims involving the same or similar subject matter and/or issues of law or fact, and where representation of all claimants is the same or coordinated across the cases. You understand and agree that these procedures related to Mass Arbitrations will apply and that they are designed to (a) lead to the streamlined and cost-effective resolution of claims, consistent with the goal of this arbitration agreement; (b) ensure that large volume filings do not impose unnecessary burdens or impediments to the resolution and cost-effective adjudication of your claim and similar claims; and (c) preserve the integrity of the arbitration process. You agree to these procedures even though they may delay the arbitration of your individual claim. If at any point you are unsatisfied with the speed by which your matter is proceeding in Mass Arbitration, you are free to withdraw your arbitration demand and proceed in small claims court if the claim is in that court's jurisdiction and proceeds on an individual basis.
You and Spruce agree that before an arbitrator is assigned to determine the merit of your claim, a "Process Arbitrator" will be appointed. The Process Arbitrator will have the authority to ensure that these Mass Arbitration Procedures and the AAA rules are followed. You and Spruce agree that the Process Arbitrator will be selected by the process set forth in AAA Mass Arbitration Rules or any equivalent AAA rule then in effect, or consistent with the process set forth herein in the absence of any AAA rule. In short, each of you and Spruce will receive a list of proposed Process Arbitrators provided by the AAA and will meet and confer to identify a mutually-agreeable candidate. If Spruce and the Mass Arbitration claimants cannot agree, they will submit their preferences to the AAA, and the AAA will select a Process Arbitrator.
In addition to the authority outlined in the AAA Mass Arbitration Rules, the parties agree that the Process Arbitrator shall be empowered to resolve any dispute regarding whether your claim should be dismissed because, for example, you failed to comply with the Mass Arbitration Filing Requirements, any other requirements outlined in the Arbitration Agreement, or as permitted to address dismissal as would be permitted under the Federal Rules of Civil Procedure, including Federal Rule of Civil Procedure 12. You agree that if the Process Arbitrator finds that you failed to comply with any requirement, your claim will be dismissed, without prejudice to refiling once the deficiencies are remedied. The Process Arbitrator will also have the power to decide whether, based on the information submitted in the Mass Arbitration Filing Requirements and/or pursuant to any alternative filing requirements then in effect, there are other threshold eligibility issues for your case to proceed, including but not limited to whether you cannot pursue the claim due to a clear legal or factual deficiency, and to dismiss your claim as appropriate. The Process Arbitrator shall have the power to determine whether or not a given dispute regarding these Mass Arbitration Filing Requirements and/or Procedures are within the Process Arbitrator's jurisdiction. The Process Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11, 28 U.S.C. § 1927, or any applicable state law.
Following the resolution of any disputes within the jurisdiction of the Process Arbitrator, if any, counsel for the claimants and counsel for Spruce shall each select fifteen cases (per side) to proceed first in individual arbitration proceedings on the merits of each claim. Unless the parties otherwise agree, in no event shall any individual Merits Arbitrator be assigned more than five cases. The parties agree that each side shall have the right to have fifteen cases of their choosing proceed to final hearing, which shall occur within ninety days of the selection of the cases (unless the parties agree to a different time period), before the process described in this section moves forward. After the first thirty cases are resolved, counsel will meet and confer regarding ways to improve the efficiency of the proceedings, including whether to pursue settlement discussions or mediation or to change the number of cases filed in each stage. If the Parties are unable to resolve the remaining cases after the conclusion of the initial thirty proceedings and conferring in good faith, each side shall select another fifteen cases per side to proceed to individual arbitration proceedings, which shall occur within ninety days of the selection of the cases (unless the parties agree to a different time period). Unless the Parties agree otherwise, a single Merits Arbitrator may be assigned up to five cases. After this second set of thirty cases are resolved, counsel will again meet and confer regarding ways to improve the efficiency of the proceedings, including whether to pursue settlement discussions or mediation or change the number of cases filed in each stage. If the parties do not reach a global resolution after the second set of cases are resolved, on either party's motion, the Process Arbitrator can decide to expedite the proceedings by forgoing more rounds of case selection and instead assigning Merits Arbitrators to all of the remaining cases at once. If no motion is made, this Mass Arbitration Procedure shall continue with thirty cases in each set of proceedings, consistent with the parameters identified above. You and Spruce agree to engage in these Mass Arbitration Procedures in good faith, which includes an agreement to pay the parties' respective case fee if your case is selected. Any dispute regarding any aspect of the specific Mass Arbitration Procedures outlined in this section shall be resolved by the Process Arbitrator.
No AAA per-case fee shall be assessed in connection with any case until the case is selected to proceed to individual arbitration proceedings as part of the process identified in this section.
Any dispute regarding the interpretation or enforcement of these Mass Arbitration Procedures shall be decided by the Process Arbitrator or, in cases that have been released to merits proceedings, the Merits Arbitrator. Their decisions regarding the Mass Arbitration Procedures shall be considered interlocutory in nature and not subject to immediate judicial review. If any terms of these Mass Arbitration Procedures are found to be legally unenforceable for any reason, then the proceedings shall otherwise continue in arbitration in accordance with AAA's Mass Arbitration Rules, or any equivalent AAA rule then in effect.
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 will 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. You may not assign or transfer your rights or obligations under these Terms without our prior written consent, and any assignment or transfer in violation of this provision will be null and void. Except as otherwise set forth in these Terms: (a) any notice given by us to you will be provided via email to the email address used to register your account and/or, in our sole discretion, to the email address of the person listed as your Provider's administrator on the Platform, and will be deemed to be both written and fully given on the date of sending; and (b) any notice given by you to us will be provided as set forth in Section XIX.
Spruce reserves the right to remove any content or any other material or information available on or through our Platform, 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.
If you have objections to copyrighted content or material made available on or through our Platform, you may submit a notification to us as set forth in Section XIX, with such notification marked with attention to our Designated Agent, the Spruce Compliance Officer.
Any notification to Spruce under 17 U.S.C. § 512(c) alleging copyright infringement must include the following information:
If you have any questions or concerns, or if you wish to provide notice to us under these Terms, please contact us by one of the following means:
Any notice required or permitted to be given by you to us under these Terms will be given in writing by certified mail with return receipt requested, overnight delivery by a nationally recognized carrier, or by email upon our confirmation of receipt, and will be deemed fully given on the date of actual delivery.