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Terms of Service

Sprucely.io © 2024 Emergence Software Pte. Ltd. All rights reserved.


Revision 1
Effective January 1st, 2024


Thank you for using the Sprucely.io (“the Service”) platform! Emergence Software Pte. Ltd. (“the Company”) hereby grants you access to www.sprucely.io (“the Website”) and invites you to use the no-charge features as well as purchase the subscription services offered here.

1) Definitions and key terms

To help explain things as clearly as possible in this Agreement, every time any of these terms are referenced, they are strictly defined as:

  • Cookie: small amount of data generated by a website and saved by your web browser. It is used to identify your browser, provide analytics, remember information about you such as your language preference or login information.
  • Company: when this policy mentions “Company,” “Emergence Software”, “we,” “us,” or “our,” it refers to Emergence Software Pte. Ltd. (a company registered in the Republic of Singapore) that is responsible for your information under this agreement.
  • Country: where Emergence Software or the owners/founders of Emergence Software are based, in this case The Republic of Singapore.
  • Customer: refers to the company, organization or person that signs up to use the Sprucely.io Service.
  • Device: any Internet connected device such as a phone, tablet, computer or any other device that can be used to visit Sprucely.io and use the services.
  • Service: refers to the service provided by the Sprucely.io platform.
  • Third-party service: refers to advertisers, contest sponsors, promotional and marketing partners, and others who provide our content or whose products or services we think may interest you.
  • Website: site, which can be accessed via this URL: www.sprucely.io.
  • You: a person or entity that is registered with Sprucely.io to use the Services.

2) Introduction

This End User License Agreement (the “Agreement”) is a binding agreement between you (“End User”,“you” or “your”) and Emergence Software Pte. Ltd. (“Company”, “Emergence Software”, “we”, “us” or “our”). This Agreement governs the relationship between you and us, and your use of the Service Sprucely.io. Throughout this Agreement, End User and Company may each be referred to as a “Party” or collectively, the “Parties”.

If you are using the Service on behalf of your employer or other entity (an “Organisation”) for whose benefit you utilise the Service or who owns or otherwise controls the means through which you utilise or access the Service, then the terms “End User”, “you”, and “your” shall apply collectively to you as an individual and to the Organisation.

If you use, or purchase a subscription license within the Service on behalf of an Organisation, you hereby acknowledge, warrant, and covenant that you have the necessary permissions and authorisations to 1) purchase a license to the Service on behalf of the Organisation; 2) bind the Organisation to the terms of this Agreement.

By downloading, installing, accessing, or using the Service you: (a) affirm that you have all of the necessary permissions and authorisations to access and use the Service; (b) if you are using the Service pursuant to a license purchased by an organisation, that you are authorised by that organisation to access and use the Service (c) acknowledge that you have read and that you understand this agreement; (d) represent that you are of sound mind and of legal age (18 years of age or older) to enter into a binding agreement; and (e) accept and agree to be legally bound by the terms and conditions of this agreement.

If you do not agree to these terms, do not download, install, access, or use the Service.

The Service is licensed, not sold, to you by Emergence Software Pte. Lt.d for use strictly in accordance with the terms of this Agreement.

3) License

  1. Emergence Software grants you a revocable, non-exclusive, non-transferable, limited license to use the Service as single (1) user strictly in accordance with the terms of this Agreement.
  2. access, view, and use on any Computing Device the End User Provided Materials made available in or otherwise accessible through the Service, strictly in accordance with this Agreement, and any other terms and conditions applicable to such End User Provided Materials;
  3. receive updates and new features that become available during the subscription period.

These Terms of Service are a contract between you and Emergence Software (referred to in this Agreement as the “Company”, "us", "we" or "our"), the provider of the Services accessible from the Sprucely.io Website (which are collectively referred to in this Agreement as the "Service").

You are agreeing to be bound by these Terms of Service. If you do not agree to these Terms of Service, please do not use the Sprucely.io Service. In these Terms of Servce, "you" refers both to you as an individual and to the entity you represent. If you violate any of these Terms of Service, we reserve the right to cancel your account or block access to your account without notice.

4) Restrictions

You agree not to, and you will not permit others to:

  • License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Service or make the Service available to any third party, other than through the means explicitly allowed within the Sprucely.io Service offered to you (i e the sharing of your Dashboards to others).
  • Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Service.
  • Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Sprucely.io or its affiliates, partners, suppliers or the licensors of the Service.

5) Export restrictions

You must not use, and you must not permit any third-party to use the Service, with the intent to export from the United States or allow the export or re-export of any part of the Service or Website (or any part thereof):

  1. Into (or to a national or resident of) any embargoed or terrorist-supporting country;
  2. To anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons”);
  3. To any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or
  4. Otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority.

You agree to:

  1. Comply with all applicable export and import laws and regulations in your access to, use of, and download of the Service (or any part thereof)
  2. Represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country and (ii) none of Your Data is controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions.
  3. Certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person.
  4. Not use or provide the Service for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.

6) Intellectual property

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the good will associated there with, derivative works and all other rights (collectively, “Intellectual Property Rights”) that are part of the Software that are otherwise owned by Emergence Software shall always remain the exclusive property of Emergence Software (or of its suppliers or licensors, if and when applicable). Nothing in this Agreement grants you (or any Organisation) a license to Intellectual Property Rights.

You agree that this is Agreement conveys a limited license to use Intellectual Property Rights, solely as part of the Service (and not independently of it), and only for the effective Term of the license granted to you hereunder. Accordingly, your use of any of Intellectual Property Rights independently of the Service or outside the scope of this Agreement shall be considered an infringement of Intellectual Property Rights. This shall not limit, however, any claim Emergence Software may have for a breach of contract in the event you breach a term or condition of this Agreement. You shall use the highest standard of care to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorised access. Except as expressly granted in this Agreement, Emergence Software reserves and shall retain all rights, title, and interest in the Software, including all copyrights and copyrightable subject matter, trademarks and trademark able subject matter, patents and patentable subject matter, trade secrets, and other intellectual property rights, registered, unregistered, granted, applied-for, or both now in existence or that may be created, relating to the thereto.

You (or the Organisation, if and as applicable) shall retain ownership of all Intellectual Property Rights in and to the work products that you create through or with the assistance of the Service.

7) Your suggestions

Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions") provided by you to Sprucely.io with respect to the the Service shall remain the sole and exclusive property of Emergence Software.

Emergence Software shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

8) Updates to our service

Emergence Software reserves the right to modify, suspend or discontinue, temporarily or permanently, the Website or any Service to which it connects, with or without notice and without liability to you.

Emergence Software may from time to time provide enhancements or improvements to the features/ functionality of the service, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").

Updates may modify or delete certain features and/or functionalities of the Service. You agree that Emergence Software has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Service to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Service, and (ii) subject to the terms and conditions of this Agreement.

9) Third-party services

This Terms of Service applies only to the Services. The Services may contain links to other websites not operated or controlled by Emergence Software. We are not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us. Please remember that when you use a link to go from the Services to another website, our Terms of Service are no longer in effect. Emergence Software does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Your browsing and interaction on any other website, including those that have a link on our platform, is subject to that website’s own rules and policies. Such third parties may use their own cookies or other methods to collect information about you. Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

10) Indemnification

You agree to indemnify, defend and hold harmless Emergence Software and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: i) your use or misuse of the Service; ii) your failure to comply with any applicable law, regulation, or government directive; iii) your breach of this Agreement; or iv) your agreement or relationship with an Organisation (if applicable) or any third party.

Furthermore, you agree that Emergence Software assumes no responsibility for the information or content you submit or make available through this Service or the content that is made available to you by third parties.

11) Disclaimers

The Service is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Emergence Software, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Emergence Software provides no warranty or undertaking, and makes no representation of any kind that the Service will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither Emergence Software nor any provider makes any representation or warranty of any kind, express or implied:

  1. as to the operation or availability of the Service, or the information, content, and materials or products included thereon;
  2. that the Service will be uninterrupted, uncorrupted, timely, or error-free;
  3. as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of Sprucely.io are free of viruses, scripts, trojan horses, worms, malware, time bombs or other harmful components.

Emergence Software is a distributor and not a publisher of the content supplied by third parties; as such, Emergence Software exercises no editorial control over such content and makes no warranty or representation as to the accuracy, reliability or currency of any information, content, service or merchandise provided through or accessible via the Service. Without limiting the foregoing, Emergence Software specifically disclaims all warranties and representations in any content transmitted on or in connection with the Service or on sites that may appear as links on the Service, or in the products provided as a part of, or otherwise in connection with, the Service, including without limitation any warranties of merchantability, fitness for a particular purpose or non-infringement of third party rights.

Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

No oral advice or written information given by Emergence Software or any of its affiliates, employees, officers, directors, agents, or the like will create a warranty.

12) Limitation of liability

Notwithstanding any damages that you might incur, the entire liability of Emergence Software and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to and will not exceed the amount actually paid or payable by you to us under these Terms in the twelve (12) months immediately preceeding the claim.

To the maximum extent permitted by applicable law, in no event shall Emergence Software or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss, breach or leak of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software used with the Service, or otherwise in connection with any provision of this Agreement), even if Emergence Software or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

13) Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

This Agreement, together with the Privacy Policy and any other legal notices published by Emergence Software on the Website, shall constitute the entire agreement between you and Emergence Software concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Emergence Software's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AND EMERGENCE SOFTWARE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

14) Waivers

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Agreement shall operate as a waiver of that right or power. Nor shall any single or partial exercise of any right or power under this Agreement preclude further exercise of that or any other right granted herein. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

15) Equitable relief

You acknowledge and agree that your breach of this Agreement in some cases may cause Emergence Software irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Emergence Software may be entitled, you acknowledge and agree that we may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.

16) Dispute resolution

The term “dispute” means any dispute, action, or other controversy between you and Emergence Software concerning the Services or this agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.

In the event of a dispute, you or Emergence Software must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute via email to: info@emergence.com.sg. Emergence Software will send any Notice of Dispute to you by mail to your address if we have it, or otherwise to your email address.

In the event of any controversy or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach an informal resolution satisfactory to both parties. All negotiations will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.

If the parties do not reach settlement within a period of sixty (60) days from the date the Notice of Dispute is sent, either party may pursue relief as may be available under these Terms pursuant to Section 17 (Governing law).

17) Governing law

These Terms will be governed by and construed in accordance with the applicable laws of the Republic of Singapore. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely and exclusively in the Republic of Singapore, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in the Republic of Singapore, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

18) No employment, partner or agency relationship

No provision of this Agreement, or any part of relationship between you and Emergence Software, is intended to create nor shall they be deemed or construed to create any relationship between you and Emergence Software other than that of and end user of the Website and Service provided.

19) Publicity rights

We may identify your Organization as an Emergence Software and Sprucely.io customer in our promotional materials, including the use of your Organization’s name and logotype. We will promptly stop doing so upon your request sent to info@emergence.com.sg.

We will never use any Personal Data, such as your name or email in any promotional materials, unless we have gained explicit and written consent from you to do so.

20) Term and termination

This Agreement shall remain in effect until terminated by you or Emergence Software.

Emergence Software may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice. This Agreement will terminate immediately, without prior notice from Emergence Software, in the event that you fail to comply with any provision of this Agreement.

You may also terminate this Agreement by deleting your Sprucely.io account at any time or upon written notice to us, but, upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current Subscription Term or related services period (as applicable), dues shall be paid before the termination of this Agreement can take effect.

Upon termination of this Agreement, you shall cease all use of the Service, and agree that Emergence Software is authorized to permanently delete all the associated End User data from the Sprucely.io Service and associated servers and storage locations.

Termination of this Agreement will not limit any of rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

21) Survival

The following provisions will survive any termination or expiration of these Terms: (4) Restrictions, (6) Intellectual property, (10) Indemnification, (11) Disclaimers, (12) Limitation of liability, (13) Severability, (14) Waivers, (15) Equitable relief, (16) Dispute resolution, (17) Governing law, (22) Miscellaneous and (23) Entire agreement.

22) Miscellaneous

Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by an authorized representative of Emergence Software. Emergence Software will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you.

Emergence Software operates and controls the Sprucely.io Service from its offices in Singapore. The Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation.

Accordingly, those persons who choose to access the Sprucely.io Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

These Terms of Service (which include and incorporate the Sprucely.io Privacy Policy) contains the entire understanding, and supersedes all prior understandings, between you and Emergence Software concerning its subject matter, and cannot be changed or modified by you. The section headings used in this Agreement are for convenience only and will not be given any legal import.

23) Entire agreement

The Agreement constitutes the entire agreement between you and Emergence Software regarding your use of the Service and supersedes all prior and contemporaneous written or oral agreements between you and Emergence Software.

You may be subject to additional terms and conditions that apply when you use or purchase other services, which Emergence Software will provide to you at the time of such use or purchase.

24) Your consent

We've updated our Terms & Conditions to provide you with complete transparency into what is being set when you visit our site and how it's being used. By using our Service and Website, registering an account, or making a license subscription, you hereby consent to our Terms of Service.

25) Changes to this agreement

We reserve the exclusive right to make changes to this Agreement from time to time. Your continued access to and use of the Service constitutes your agreement to be bound by, and your acceptance of, the terms and conditions posted at such time. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you load, access, or use the Service.

By continuing to access or use our Service and Website after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Sprucely.io.

26) Contact us

Don't hesitate to contact us if you have any questions about this Agreement.

  • Via Email: info@emergence.com.sg