Terms of Service Agreement
Last Updated: 10/31/2017
This Terms of Service ("Agreement") is a legally binding contract between Spruz LLC ("Spruz", "we", "us", "our") and you ("Customer," "you" or "your") that shall govern the use, in any manner, of the products and services provided by Spruz LLC and of the Spruz Website Hosting Services (collectively, the "Services") to Customer. By purchasing and/or using the Services in any manner, you agree to be bound by this Agreement, and that you are at least eighteen (18) years old and have the legal ability to engage in a contract in the State of California. If you do not agree to all the terms and conditions set forth in this Agreement, then you may not use or access any of the Services.
You agree that all disputes between you and Spruz will be resolved by BINDING ARBITRATION. You agree to give up your right to go to court to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights be determined by a NEUTRAL ARBITRATOR and NOT A JUDGE OR JURY and your claims cannot be brought as a class action. Please review Section 16 below for the details regarding your agreement to arbitrate any disputes with Spruz. Nothing in Agreement shall effect any non-waivable statutory rights that apply to you. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.
1. Term of Agreement
- This Agreement becomes effective immediately when Customer clicks "I Agree." ("Effective Date") and remains effective and binding until terminated by either party as outlined below. This Agreement may only be modified by a written amendment signed by an authorized executive of Spruz, or by the posting by Spruz of a revised version.
- The term of this Agreement is set to the Customer's billing term ("Term"). If no Term is set out, the Term shall be one (1) year. Upon expiration of the initial Term, this Agreement shall renew for periods equal to the length of the initial Term, unless one party provides notice of its intent to terminate as set out in this Agreement.
2. Governing Law; Jurisdiction. Spruz is registered and located within the United States of America and as such, we are required to comply with the laws and official policies of the United States of America, regardless of where the Services are provided. In addition, Spruz will comply with appropriate laws and official policies set forth by the State of California.
3. Spruz's Responsibilities. Spruz agrees to furnish services, which are paid for in advance by the Customer, to the Customer, subject to complete compliance with these Terms of Service. Spruz reserves the right to refuse Services to any potential customer and/or to deny renewal of Services to any existing customer, at the sole discretion of Spruz.
4. Payments & Billing
- You authorize us to automatically renew your Services subscription until you cancel your subscription. Unless you cancel your subscription before your next billing date, you authorize us to charge you the subscription fee for the next billing period to your payment method (see "Cancellations & Refund Policies" below).
- Spruz will attempt to bill your payment method on file up to five (5) days prior to due date.
- All fees are billed in United States Dollars (“USD”) and are subject to change with thirty (30) days notice prior notice to you.
- Your "Billing Term" is the period of time you have chosen to receive bills for the Services. For example, your Billing Term may be monthly, quarterly, or annually.
- Spruz is only able to automatically collect payment from customers with credit cards stored on file (as opposed to credit cards used one for one time transactions) or active PayPal subscriptions. All other payment methods (one time credit card payments, check, money order, PayPal one time payments, etc.) must be initiated manually by you. It is your obligation to ensure that reoccurring fees are paid on their due date.
- As a customer of Spruz, it is your responsibility to ensure that all billing information on file with Spruz is accurate, and that any credit card or other automated payment method on file has sufficient funds for processing. You are solely responsible for any and all fees charged to your payment method by the issuer, bank, or financial institution including, but not limited to, membership, overdraft, insufficient funds and over the credit limit fees.
5. Late Payments. Any account not paid in full by the end of the first day of the Billing Term will be given a seven (7) day grace period. If payment is not made within the seven (7) day grace period, Spruz reserves the right to suspend your Service(s) with Spruz and to charge up to $10 "late penalty." Fourteen (14) days following suspension of Services for non-payment, Spruz reserves the right to terminate Service(s) for non-payment.
6. Cancellations & Refund Policies
- You may cancel your subscription at anytime. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL SUBSCRIPTION PERIODS. Upon cancellation, your account will automatically close at the end of your current billing period.
- Any and all charge disputes must be reported directly to Spruz within thirty (30) days of the date which the charge originally occurred. If a charge which is deemed valid by Spruz, and validated by our Terms of Service, is disputed to a financial institution by performing a charge-back, then the client agrees to pay a chargeback fee of $25 in addition to original amount of funds which were reclaimed. Instead of issuing a chargeback, please contact Spruz's billing team to address any billing issues.
- Only first-time accounts are eligible for the 30-day free trial offer. For example, if you had or still have an account with Spruz before, cancelled and signed up again, you will not be eligible for a free trial or if you have opened a second account with Spruz. In addition, a free trial is not offered for accounts that are suspended or terminated for violating this Agreement.
- No Services rendered by Spruz are eligible for a refund (including custom packages, custom web design services, setup fees, domain registrations, domain transfers, domain renewals, SSL certificates, addons or products, advanced support fees, processing fees, or software licenses). Prepayments and account credit are ineligible to be refunded, or transferred to alternate accounts.
- Spruz reserves the right to refuse a refund at any time for any or no reason.
7. License to Spruz. Customer hereby grants to Spruz a non-exclusive, royalty-free, worldwide right and license during the Initial Term and any Term thereafter to do the following to the extent necessary in the performance of Services: digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink any content uploaded or provided by you, or imported, copied or uploaded by Spruz Services for you ("User Content"); and make archival or back-up copies of the User Content and the Customer Web site. Except for the rights expressly granted above, Spruz is not acquiring any right, title or interest in or to the User Content, all of which shall remain solely with Customer. You will be solely responsible for all data, information and other content provided by, or collected or obtained from, you or any of your users through the Services., including, without limitation, all personal data relating to your or an of your users. Spruz, in its sole discretion, reserves the right
- to deny, cancel, suspend, transfer or alter, modify, correct, amend, change, program, or take any other corrective action to protect the integrity and stability of the Services (including altering, modifying, correcting, amending, changing, programming, or taking any other corrective action regarding any malicious code, software or related abusive activity, User Content and/or web site(s)), and/or
- to comply with any applicable laws, government rules, or requirements, requests of law enforcement, or to avoid any liability, civil or criminal. Customer further agrees that Spruz shall not be liable to Customer for any loss or damages that may result from such conduct.
8. Beta Disclaimer THE BETA SOFTWARE LICENSED HEREUNDER IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING AGREEMENT IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. CUSTOMER IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE BETA SOFTWARE AND/OR ACCOMPANYING MATERIALS. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PREMISES HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
- LICENSE GRANT. Spruz grants to Customer a non-exclusive, non-transferable, revocable license to use the Beta Software solely for Beta testing and use from the acceptance date of this Agreement until the official release date of the generally available commercial version of the Beta Software, subject to the term and conditions below.
- FEEDBACK. In consideration for receiving access to the Beta Software for testing, Customer agrees to serve as a “Beta test site” for the Beta Software and will gather and report test data to Spruz in the manner and within the time period of this Agreement. Customer agrees to give Spruz feedback, comments or enhancement suggestions on the Beta Software (the “Feedback”) and hereby assigns to Spruz all rights, title and interest to such ideas for enhancements, including any product enhancements developed as a result of such ideas. Customer agrees that Spruz may use the Feedback for any purpose.
- NO WARRANTY. The Beta Software is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. The Beta Software may not operate correctly and may be substantially modified prior to first commercial shipment, never released commercially, or withdrawn after commercial release. The Beta Software is provided “AS IS” without warranty of any kind, including without limitation, any warranty as to performance, non-infringement of third party rights, merchantability, or fitness for a particular purpose. The entire risk arising out of the use or performance of the Beta Software remains with Customer. In no event shall Spruz be liable for any damage whatsoever arising out of the use of or inability to use the Beta Software, including without limitation, any direct, indirect, consequential, exemplary, special, incidental or punitive damages, or damages for lost data or lost profits, even if Spruz has been advised of the possibility of such damages.
- PRODUCT SUPPORT. Customer acknowledges that Spruz is under no obligation to provide (a) technical support under the terms of this Agreement, (b) to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Beta Software either to Customer or to any other party, and (c) provides no assurance that any specific errors or discrepancies in the Beta Software will be corrected.
- EXPIRATION. Customer’s rights with respect to the Beta Software will expire upon the generally available commercial release of the Beta Software. Either party may terminate this Agreement at any time with or without reason by providing advance written notice. Upon any expiration or termination of this Agreement, the rights and licenses granted under this Agreement shall immediately terminate. Customer participation privileges may be terminated immediately without written notice upon failure to comply with any of the terms and conditions of this Agreement or failure to provide reasonable feedback in a timely manner.
9. Fraud. In the event fraud is discovered the fraudulent account, and all related accounts, are subject to immediate suspension or termination at the sole discretion of Spruz. All information available to Spruz about the fraudulent account/service shall be submitted to both local authorities, as well any financial institutions involved. All fraudulent orders are investigated, and all fraudulent clients will be prosecuted to the fullest extent of the law, whether within the United States, or abroad.
10. Acceptable Usage Policy
- You shall use Spruz's services only for lawful purposes. Transmission, storage, or presentation of any information, data, or material in violation of the laws of the State of California or the United States is prohibited. This includes, but is not limited to: copyrighted material in which you are not the copyright holder, material that is threatening or obscene, or material protected by trade secrets or other statutes. You agree to indemnify and hold harmless Spruz from any claims resulting from the use of the service which damages you or any other party.
Spruz reserves the right to terminate Services for any customer or End User activity that exposes it to legal liability or endangers its ability to provide services to other customers. The contents, links, or actions on any Services listed below are a violation of this Agreement.
- Adult Material - Pornogrpahy, lewd or obscene Content (The designation of "adult material" is left entirely to the discretion of Spruz)
- Copyright Infringement - Hosting, distributing, or linking to copyright infringed materials
- High Resource Usage Abuse - Consuming excessive amount of system resources causing system performance issues
- DoS - Source or target of denial of service attack
- Prohibited Scripts - Bots, content scrapers, or link to file mirrors or torrents
- Criminal Activity - Includes, but not limited to, making or buying illegal weapons, violating a person's privacy, or providing or creating computer viruses
- Fraud Site - Hosting or linking to a website intended to deceive the public
- Identity Theft - Hosting, distributing, or linking to stolen account identification information
- File Storage - No stored backup, personal files, or non-web accessible files. All files stored on the Site must be related to your website.
- Proxy Site - Hosting of or linking to an Anonymous Proxy Server
- Spam Email - Involves the transmission of "junk mail", "chain letters", unsolicited commercial email (UCE) or unsolicited bulk email (UBE), instant messaging, "spimming", or "spamming"
- Harassment - Advocates harassment of another person or promotes information that you know is false, misleading, abusive, threatening, obscene, defamatory, or libelous.
- Terrorist Site - Hosting or linking to a site advocating terrorism
- Offensive Material - Any content that is patently offensive and promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual
- Warez - Includes pirated software, ROMS, emulators, phreaking, hacking, keygens, password cracking, IP spoofing, etc.
- Any other material Spruz judges to be threatening or obscene.
11. Operational Limits/Force Majeure. Availability of the Service is subject to the availability and the operational limitations of the requisite equipment and associated facilities. You understand and agree that temporary interruptions of the Service's availability may occur as normal events and that Spruz is not liable for such interruptions. You further understand and agree that Spruz has no control over third-party networks you may access in the course of your use of the Service, and therefore, delays and disruptions of other network transmissions are beyond the control of Spruz. In addition, Spruz is not liable for any failure of performance due to any cause beyond their reasonable control including acts of God, fire, explosion, vandalism, terrorism, cable cut, major weather disturbance, national emergencies, riots, wars, labor difficulties, supplier failures, shortages, breaches, any law, order, regulation, direction, action, or request by any government, civil, or military authority, or suspension of existing service in compliance with state and/or federal law, rules, and regulations, or delays caused by you or your equipment.
12. Termination and Access. Spruz reserves the right, in our sole discretion, to terminate Customer's access to all or any part of the Services at any time, with or without notice, effective immediately, including but not limited to as a result of Customer's violation of any of these Terms of Service or any law, or if Customer misuses system resources, such as, by employing programs that consume excessive network capacity, CPU cycles, or disk input/ouput. Any such termination may result in the forfeiture and destruction of information associated with Customer's Account. Spruz may provide prior notice of the intent to terminate Services to Customer if such notice will not, in Spruz's discretion, run counter to the intents and purposes of these Terms of Service. Except as otherwise set forth hereunder, any and all fees paid hereunder are non-refundable and any and all fees owed to Spruz before such termination shall be immediately due and payable, including any liabilities that may have been incurred prior to termination such as Spruz's costs for collection (including attorneys' fees) of any such charges or other liabilities. Upon termination, any and all rights granted to Customer by this Agreement will immediately be terminated, and Customer shall promptly discontinue all use of the Services. Customer may terminate the Account by following the instructions on the Website or through the Services. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
13. Violation of Copyright, Trademark, Patent or Trade Secret. Customer may not use the Service in violation of the copyrights, trademarks, patents or trade secrets of third parties, nor shall they utilize the Services to publish such materials in a manner that would expose them to public view in violation of the law. The provisions of the Digital Millennium Copyright Act of 1998 ("DMCA") (as required under 17 U.S.C. §512) and all other applicable international trademark, copyright, patent or other intellectual property laws will apply to issues presented by allegations of copyright violations by third parties. Spruz will, in appropriate circumstances, terminate the accounts of repeat violators. If a third party believes that a Customer of Spruz is violating its intellectual property rights, it should notify us by email. A notification should include information reasonably sufficient to permit Spruz to locate the allegedly infringing material, such as the IP address or URL of the specific online location where the alleged infringement is occurring. Please see our DMCA Policy
14. Spruz Trademark Information/Proprietary Rights. Spruz and the Spruz logos and all other Spruz brands, logos, and product and service names ("Spruz marks") are registered trademarks or trademarks of Spruz Intellectual Property. Any use of Spruz Marks is prohibited without permission of Spruz Intellectual Property. Nothing contained in this Agreement may be construed to convey to you any interest, title, or license in the Member ID, Universal Resource Locator, IP address, or domain name used by you in connection with the Site.
15. Disclaimer of Liability; Indemnification. Spruz shall not be responsible for any damages your business may suffer. WE PROVIDE THE SERVICES "AS-IS", "WITH ALL FAULTS" AND "AS AVAILABLE". WE AND OUR SUPPLIERS MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS DISCLAIM IMPLIED WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE AND OUR SUPPLIERS DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE, ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION GIVEN BY A SPRUZ REPRESENTATIVE SHALL CREATE A WARRANTY. You may have additional consumer rights under your local laws that this contract cannot change. You use the Services at your own risk. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US OR OUR SUPPLIERS IS THE CANCELLATION OF YOUR ACCOUNT. IN NO EVENT SHALL OUR, OUR AFFILIATES' AND OUR SUPPLIERS' AGGREGATE AND CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID DURING THE PERIOD DURING WHICH SUCH CLAIMS AROSE. WE, OUR AFFILIATES, AND OUR SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY, AND THE LIABILITY OF OUR AFILLIATES AND SUPPLIERS, SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. You agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, affiliated companies, and suppliers, from all liabilities, claims, and expenses, including attorneys' fees, which arise from your use or misuse of the Services. We reserve the right to assume control of the defense of any third party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
16. Arbitration Agreement
- If you elect to seek arbitration or file a small claim court action, you must first send to Spruz, by certified mail, a written Notice of your claim ("Notice"). The Notice to Spruz must be addressed to: Spruz LLC, Legal Department, 2708 Foothill Blvd #352, La Crescenta, CA 91214 ("Notice Address"). If Spruz initiates arbitration, it will send a written Notice to the email address used for your membership account. A Notice, whether sent by you or by Spruz, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If Spruz and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Spruz may commence an arbitration proceeding or file a claim in small claims court.
- You may download or copy a form Notice and a form to initiate arbitration at www.adr.org. If you are required to pay a filing fee, after Spruz receives notice at the Notice Address that you have commenced arbitration, Spruz will reimburse you for your payment of the filing fee, unless your claim is for greater than US$10,000, in which event you will be responsible for filing fees.
- The arbitration will be governed by the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless Spruz and you agree otherwise, arbitration hearings will be held in Los Angeles County, California.
- If your claim is for US$10,000 or less, we agree 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 US$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 explaining the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Spruz’s last written settlement offer made before an arbitrator was selected (or if Spruz did not make a settlement offer before an arbitrator was selected), then Spruz will pay you the amount of the award or US$5,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.
- YOU AND SPRUZ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Spruz agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
18. Support Policy.
- Primary support is via support ticket/support requests.
- Spruz will make best effort to ensure client issues or problems are addressed in a prompt and efficient manner (1 to 2 business days). However it is the Customer's responsibility to notify the service provider of issues or problems that prevent the Customer from properly using or accessing their service.
- Support to Customer is limited to Spruz's area of expertise and is available only for issues related to the physical functioning of the Services. Spruz does not provide support for any third party software including, but not limited to, software offered by but not developed by Spruz. A minimum "Advanced Support Fee" of $50.00 USD per hour (1 hour minimum) for any issue that, at Spruz's sole discretion, is outside the scope of standard support; or caused by customer error or omission.
- The Customer agrees to avoid using the Technical Support service in an abusive manner. Spruz reserves the right to refuse to handle a Customer request if their conduct or the frequency of their requests is likely to adversely affect the normal operation of the Technical Support service.
19. Storage Space and File Transfer Restrictions. All accounts are subject to the following restrictions on storage space:
- Accounts must have valid, working websites, and not violate any previously subscribed terms.
- Accounts are not for use of mass storage of backup files as determined by Spruz, at its sole discretion.
- Accounts are not for use of mass distribution of files, such as torrents or mirrors.
Additionally, Spruz reserves the right to limit a Customer's file transfer and storage space and in cases where it is necessary to prevent negatively impacting other Customers. Spruz may request that a Customer's storage and file transfer be reduced to ensure the proper performance of the Services or may terminate the Customer's account, with our without notice.
20. Backups and Data Loss. Your use of the Services is at your sole risk. Spruz is not responsible for files and/or data residing on your account. You agree to take full responsibility for all files and data transferred and to maintain all appropriate backup of files and data stored on Spruz’s servers.
21. Export Controls. Software and the transmission of applicable technical data, if any, in connection with the Services are subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.
22. Entire Agreement. This contract and any supplemental terms, policies, rules and guidelines posted on our website constitute the entire agreement between you and us and supersede all previous or contemporaneous written or oral agreements. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.