Spruce Holdings Inc. Terms of Service

This website is made available to you for informational purposes only by Spruce Holdings Inc. or its affiliates (collectively "Us", "We", "Our", "Spruce"). By accessing this Website you agree to these Terms of Service ("Terms") and to our Privacy Policy. By accepting our Terms, using of our Services, or signing an agreement with us or any of our affiliates, you represent that you are of legal age and have the authority to bind yourself or your organization to these Terms. If you do not agree to these Terms you may not use our Services.

Use of Our Services: Certain portions of the Website may be accessed only by those individuals and organizations who either are conducting business with Spruce or who have a bona fide intent to conduct business with Spruce in the future (the "Client Areas"). In order to gain access to the Client Areas you will need to register with Spruce. When you register we will collect certain information detailed below. The information you submit to Spruce must be accurate and complete to the fullest extent of your knowledge. For borrowers logging onto our Borrow Dashboard™ or other products or services, you must use the same email address you provided to your lending institution so that we may authenticate your identity.

You are solely responsible for obtaining Consent for the collection, use, processing, and sharing of any personal information belonging to you or any third-parties you represent and providing notices or obtaining consent. You are solely responsible for keeping your username(s) and password(s) confidential. You may not transfer your User ID and password to any other person or organization or permit the use of your username and password by third parties. We will never send an email asking for your usernames or passwords.

We may suspend your account or use of our Services or terminate this agreement if you use our Services in a manner that is likely to cause harm to us.

We may use third party-services in order to provide service to you. When we do so you will be bound by the Terms of Service promulgated by the third-party provider. Spruce avoids using third-parties that collect your data for any purposes other than to provide the identified service.

Limitations on Use and Proprietary Rights: By using our Services, you agree not to (i) modify, prepare derivative works of, or reverse engineer, our Services; (ii) knowingly or negligently use our Services in a way that abuses or disrupts our networks, user accounts, or Services; (iii) transmit through the Services any fraudulent or unlawful material; (iv) market or resell our Services to any third party; or (v) use the services in violation of our policies, applicable laws, or regulations.

The logos, trade names, and product or service names contained on this Website, or on any product or service provided by Spruce, are owned by Spruce. Spruce retains full and complete ownership of the foregoing software, materials, and information provided to you and all associated intellectual property.

Disclaimer

Spruce makes every attempt to keep its content up-to-date and the information it provides as accurate as possible. However, information provided by Spruce through its website should be used solely for informational purposes. Spruce makes no representations or warranties about the accuracy or completeness of our content or the continued availability of our content, except where required by law. All of the information provided by Spruce is "as is" and without warranties of any kind, whether express or implied. Spruce disclaims all warranties, including but not limited to, implied warranties of merchantability and fitness for a particular purpose, non-infringement, freedom from computer virus, and warranties arising from course of dealing or course of performance. Spruce does not represent or warrant that Spruce products or services will be error free, except where required by law.

Your Preliminary Quote

Your preliminary quote is based on general assumptions about you (the buyer/borrower) and the property for which you are seeking a quote, which may not be applicable to your transaction. The following is a list of assumptions we assume, but this list is not definitive. Your quote assumes that your property is a residential property with 1-5 units; no survey is required; your lending institution is not a credit union; your deed and mortgage will be recorded concurrently; you are not a first-time home buyer; the property in question will be owner occupied and your principal residence; the property is not an unimproved property; the property is not subject to Agricultural Transfer Tax and you are not filing a Declaration of Intent for agricultural use; that you do not qualify for a partial exemption based on certain qualifications such as blindness, disability, or senior age status; your transaction does not qualify as a conveyance of low or moderate income housing; that you are not required to pay all transfer taxes; that the transaction is not CEMA; that the property is a single-family residence; that the property is not currently a rental property that will be used as a first-time residence; that your property is not a cooperative; that your lender does not require Endorsements beyond the standard endorsements assumed. Because your preliminary quote factors in assumptions that may or may not be applicable to your transaction, which may have raised or lower the price of your quote, to get an accurate guaranteed quote you should reach out to Spruce with your transaction details.

Limitation of Liability

In no event shall Spruce be liable for any direct, indirect, special, punitive, incidental, exemplary, or consequential damages, or any damages whatsoever (including lost profits), even if Spruce has been previously advised of possibility of such damages, whether in an action under contract, negligence, or any other theory, arising out of or in connecting with the use, inability to use, or performance of the information, services, products, and materials available from Spruce, except where required by law.

Indemnification

You agree to indemnify, defend, and hold harmless Spruce, its officers, directors, employees, agents, licensors and third party suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees and court costs, resulting from any violation of these terms and conditions or any activity related to your account (including, but not limited to, negligent or wrongful conduct), by you or any other person accessing the Website using your User ID and password.

Links To Other Websites

This Website or our products may provide access to other World Wide Websites. Spruce does not control these Websites, and you access them solely at your own risk. Spruce also does not endorse or approve any products or information offered at Websites you reach through this Website.

Jurisdiction

Any claim relating to the Website and your use of it shall be governed by the internal substantive laws of the State of New York, without regard to its conflict of laws provisions, and you agree that jurisdiction and venue in any legal proceeding directly or indirectly arising out of or relating to this Website shall be in the state or federal courts located in New York, New York.

Notwithstanding the foregoing, in the event a dispute of any kind or nature arises under or related to these Terms of Service, Spruce may, at its option, commence an arbitration proceeding in lieu of instituting an action in a court of competent jurisdiction, by providing to you a demand for arbitration. The parties shall, within thirty (30) days of such demand for arbitration, select a mutually agreeable arbitrator and submit the dispute to such arbitrator for binding arbitration, through the New York County American Arbitration Association Regional Office, under the Commercial Arbitration Rules of the American Arbitration Association. If the parties are unable to agree upon an arbitrator, the arbitrator shall be appointed in accordance with the rules and procedures of the American Arbitration Association. The arbitration fee shall be paid or reimbursed by the non-prevailing party, as determined by the arbitrator, who shall also award appropriate attorneys' fees and costs to the prevailing party.

Modification of the Website and These Terms of Agreement

Spruce does not promise that any materials or information provided by you on this Website will remain available to you, except where required by law. Spruce also reserves the right to change the terms, conditions, and notices under which our services, products, and websites are offered and your use of the Website, services, or products following any such changes shall be deemed to constitute your consent to such modified Terms of Service. You agree to regularly review these Terms of Service to verify whether they have been changed.

Termination

Spruce may terminate your access to this Website at any time with or without cause and without prior notice. In the event of termination of such access, you acknowledge that any material, data and information you have submitted to Spruce on this Website may be lost or may otherwise no longer be available to you. Where required by law, Spruce will continue to make certain material available to you.

Compliance with Laws

Spruce, through its licensed subsidiaries, provides services to customers that are regulated by State and Federal agencies. Spruce is committed to providing compliant services and should it be required to make changes to its services due to a federal or state requirement, it will do so with or without notice to you.

Miscellaneous

You acknowledge and agree that, in the event of any breach of these Terms of Agreement by you, Spruce would be irreparably and immediately harmed and could not be made whole by monetary damages alone. Without prejudice to any rights and remedies otherwise available, Spruce shall be entitled to equitable relief by way of injunction in the event of a breach of any provision of these Terms of Agreement.

Spruce Holdings Inc. Terms of Service last modified June 15, 2017