TERMS OF SERVICE

These Terms of Service ("Terms") govern access to and use of websites, artificial intelligence services, development services, hosting services, training services, consulting services, and other products or services provided by Spruceline LLC ("Spruceline," "we," "us," or "our").

By purchasing, accessing, or using Spruceline services, you agree to these Terms.

If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

1. Spruceline Services

Spruceline may provide services including:

AI Agent Services

These may include:

• AI telephone agents

• Inbound calling agents

• Outbound calling agents

• Appointment scheduling

• Customer service automation

• Lead qualification

• Follow-up communications

• Call transcription

• Call summarization

• CRM integrations

• Workflow automation

• Related artificial intelligence systems

Website Services

These may include:

• Website strategy

• Website design

• Website development

• Landing pages

• Website hosting

• Domain configuration

• Website maintenance

• Website updates

• Integrations

• Analytics

• Conversion optimization

AI Education and Training

These may include:

• AI-agent workshops

• AI consulting

• Employee training

• Automation training

• Prompting instruction

• AI implementation guidance

• Educational materials

• Technical demonstrations

The precise scope of a customer's services may be described in a proposal, order form, statement of work, invoice, subscription page, or other written agreement.

If a specific written agreement conflicts with these Terms, that agreement will control with respect to the conflicting provision.

2. Customer Responsibilities

Customers agree to:

• Provide accurate information

• Provide required access, credentials, materials, and approvals

• Use Spruceline services lawfully

• Obtain required permissions and consents

• Review important AI-generated outputs

• Maintain appropriate human oversight

• Protect account credentials

• Ensure customer-provided content does not violate another person's rights

Customers remain responsible for their business operations and for decisions made using Spruceline services.

3. AI Systems

Artificial intelligence systems are probabilistic and may produce incorrect, incomplete, misleading, or unexpected responses.

Spruceline does not guarantee that an AI agent will:

• Answer every question correctly

• Accurately interpret every caller

• Complete every requested action

• Be available without interruption

• Produce error-free transcripts

• Schedule every appointment correctly

• Meet every customer's expectations

Customers should determine where human review or escalation is appropriate.

AI agents should not be relied upon as the sole decision-maker for emergencies or other high-risk decisions involving health, safety, legal rights, financial rights, or similar consequential matters unless specifically agreed to in writing and implemented with appropriate safeguards.

4. Calling and Messaging Compliance

Customers using Spruceline for calling, text messaging, or other communications are responsible for ensuring that their communications comply with applicable laws and regulations.

This includes, where applicable:

• Telephone Consumer Protection Act requirements

• Telemarketing rules

• Do Not Call requirements

• Consent requirements

• Artificial or prerecorded voice requirements

• Identification requirements

• Opt-out requirements

• Call recording laws

• Text-message marketing requirements

• State telemarketing laws

Customers may not use Spruceline to contact individuals when they lack the required legal basis or consent to do so.

Spruceline may suspend or terminate communications that we reasonably believe create legal, security, abuse, or reputational risk.

5. Client Websites

Customers are responsible for content they provide for websites, including:

• Text

• Images

• Videos

• Logos

• Trademarks

• Customer testimonials

• Product claims

• Pricing

• Policies

• Copyrighted materials

Customers represent that they have the necessary rights to use materials they provide.

Unless otherwise agreed in writing, Spruceline does not provide legal review of website content.

6. Hosting

Where Spruceline provides website hosting, we may rely on third-party infrastructure providers.

Hosting may experience:

• Maintenance

• Service interruptions

• Third-party outages

• Security incidents

• Internet disruptions

• Software failures

• Other technical problems

Spruceline does not guarantee uninterrupted or error-free hosting unless a specific service-level commitment is provided in writing.

7. Domains and Third-Party Services

Customers may be responsible for third-party costs including:

• Domains

• Premium plugins

• Telecommunications usage

• AI usage

• APIs

• Software subscriptions

• Advertising platforms

• Email services

• CRM platforms

Unless otherwise stated, these costs are separate from Spruceline's fees.

Third-party products are governed by their respective terms.

8. Fees and Payment

Customers agree to pay all fees described in their proposal, invoice, subscription, order form, or statement of work.

Fees may include:

• Setup fees

• Project fees

• Monthly subscriptions

• Hosting fees

• Maintenance fees

• Training fees

• Usage fees

• Telecommunications charges

• AI usage charges

• Overage charges

Recurring subscriptions may continue until canceled according to the applicable agreement.

Customers authorize Spruceline and its payment processor to charge agreed recurring fees when applicable.

9. Late or Failed Payments

Spruceline may suspend services for overdue or failed payments after reasonable notice where appropriate.

Customers remain responsible for unpaid amounts incurred before suspension or termination.

10. Cancellations and Refunds

Refunds and cancellations are governed by Spruceline's Refund and Cancellation Policy and any customer-specific agreement.

11. Intellectual Property

Customer Materials

Customers retain ownership of materials they provide to Spruceline.

Customers grant Spruceline permission to use those materials as necessary to provide the requested services.

Spruceline Technology

Spruceline retains ownership of its:

• Software

• AI-agent frameworks

• Automation systems

• Reusable code

• Internal tools

• Templates

• Libraries

• Processes

• Documentation

• Training frameworks

• Know-how

• Pre-existing intellectual property

Custom Website Deliverables

Unless otherwise specified in writing, after full payment the customer may use custom website designs and customer-specific deliverables created specifically for that customer.

Spruceline retains ownership of underlying reusable technology, templates, frameworks, components, libraries, tools, and systems incorporated into the project.

Third-party software remains owned by its respective owner.

12. Training Materials

Training programs and educational materials provided by Spruceline are for the customer's internal use unless otherwise authorized.

Customers may not resell, publicly distribute, reproduce, or commercially republish substantial portions of Spruceline's proprietary training materials without permission.

13. Confidential Information

Each party may receive confidential business or technical information from the other.

Each party agrees to use reasonable measures to protect confidential information and to use it only for purposes related to the parties' business relationship.

Confidential information does not include information that is independently developed, publicly available without breach, or lawfully obtained from another source.

14. Acceptable Use

All customers must comply with Spruceline's Acceptable Use Policy.

Violation of that policy may result in suspension or termination.

15. No Guaranteed Business Results

Spruceline may help businesses improve operations, automate workflows, generate leads, communicate with customers, or build websites.

However, Spruceline does not guarantee:

• Revenue

• Profit

• Sales

• Leads

• Conversion rates

• Search rankings

• Customer acquisition

• Cost savings

• Business growth

• Specific AI performance

Examples, estimates, demonstrations, or case studies do not guarantee future results.

16. Educational Information

Spruceline training and consulting services are educational and informational.

Unless expressly agreed otherwise, they do not constitute legal, financial, medical, accounting, employment, cybersecurity, or other regulated professional advice.

17. Suspension and Termination

Spruceline may suspend or terminate services where reasonably necessary because of:

• Nonpayment

• Security concerns

• Illegal activity

• Abuse

• Violation of these Terms

• Violation of the Acceptable Use Policy

• Threats to Spruceline infrastructure

• Material risk to third parties

• Requirements imposed by service providers or law

18. Disclaimer of Warranties

To the maximum extent permitted by law, Spruceline services are provided on an "as available" basis.

Except where expressly stated in writing, Spruceline disclaims warranties that the services will be uninterrupted, error-free, completely secure, or suitable for every particular purpose.

Nothing in these Terms limits warranties or rights that cannot legally be excluded.

19. Limitation of Liability

To the maximum extent permitted by applicable law, Spruceline will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost opportunities, or lost data.

Except where liability cannot legally be limited, Spruceline's total aggregate liability arising from a service will not exceed the amount paid by the customer to Spruceline for that service during the twelve months preceding the event giving rise to the claim.

20. Indemnification

To the extent permitted by law, customers agree to defend, indemnify, and hold harmless Spruceline LLC and its owners, employees, contractors, and representatives from third-party claims arising from:

• The customer's unlawful use of the services

• Customer-provided content

• Communications initiated by or on behalf of the customer

• Violations of calling, messaging, privacy, or recording laws by the customer

• Violations of third-party rights

• Material violations of these Terms or the Acceptable Use Policy

21. Changes to Services

Spruceline may improve, modify, replace, or discontinue features from time to time.

If a change materially affects a paid customer's contracted service, Spruceline will use reasonable efforts to communicate the change.

22. Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles.

The parties agree to first attempt in good faith to resolve disputes informally.

If a dispute cannot be resolved informally, it may be brought before a court with appropriate jurisdiction in New York, subject to any different dispute-resolution agreement agreed to in writing.

23. Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect to the extent permitted by law.

24. Entire Agreement

These Terms, together with applicable proposals, order forms, statements of work, policies, and other written agreements, constitute the agreement governing the relevant Spruceline services.

25. Contact

Spruceline LLC
66 Garth Road
Suite 1 PMB 2008
Scarsdale, NY 10583
United States

Email: contact@spruceline.com