Terms of Service

By accessing or using the SpruceSuite platform, website, and related services (collectively, the "Service"), you agree to these Terms of Service ("Terms"). If you do not agree, do not use the Service.

If you use the Service on behalf of a business, you represent that you have authority to bind that business. "You" refers to both you individually and the business entity.

You must create an account to use the Service. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.

You must provide accurate, current information during registration and keep it updated. Notify us immediately of any unauthorized access to your account.

You must be at least 18 years of age to create an account. SpruceSuite reserves the right to refuse service, suspend accounts, or terminate access at our discretion.

SpruceSuite provides cloud-based scheduling, client management, invoicing, communication, compliance tracking, and analytics software for pet care businesses including grooming salons, mobile groomers, boarding facilities, and daycare operations.

SpruceSuite grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of your subscription, subject to these Terms.

SpruceSuite is a software platform. SpruceSuite does not provide, contract for, or supervise pet grooming, boarding, daycare, or any other animal care services. All pet care services are provided solely by you (the subscribing business) and your staff. SpruceSuite does not control the quality, safety, suitability, or legality of any pet care services managed through the platform.

You may use the Service only for lawful purposes related to operating a pet care business. You agree not to: (a) violate any applicable law or regulation; (b) transmit malware or harmful code; (c) interfere with the Service's infrastructure or security; (d) access other users' accounts without authorization; (e) scrape, mine, or extract data from the Service; (f) use the Service for any purpose unrelated to pet care business operations; or (g) share login credentials across locations not covered by your subscription.

SpruceSuite may suspend your access immediately for violations of this section. For non-emergency violations, we will provide reasonable notice before suspension.

Certain features of the Service are described as "unlimited" or "unmetered." These features are provided subject to this Fair Use section and are intended for the normal, good-faith operation of a single pet care business at each subscribed location.

You may not use unlimited features in a manner that: (a) materially degrades the performance, availability, or security of the Service for other subscribers, as determined by SpruceSuite in good faith based on objective infrastructure metrics; (b) is inconsistent with the ordinary operation of a pet care business (for example, using communication features for bulk marketing unrelated to your pet care clients, or using the platform to operate a business outside the pet care industry); (c) involves reselling, sublicensing, or sharing access to the Service with third parties not employed by or affiliated with your business; (d) is designed to artificially inflate usage, circumvent usage tracking implemented by the Service, or exploit the Service in ways contrary to its intended purpose; or (e) involves automated, scripted, or programmatic interactions with the Service that are not initiated by or on behalf of actual pet care clients.

SpruceSuite monitors aggregate, anonymized usage patterns across all subscribers to maintain Service quality and detect anomalies. If your usage of any feature consistently and significantly exceeds the median usage across subscribers on the same plan tier with a similar number of active locations — as a guideline, ten times (10×) the median or above — we may contact you to understand your use case and discuss a solution. The 10× guideline is a benchmark for proactive outreach and does not limit SpruceSuite's ability to enforce the prohibited uses in the paragraph above, regardless of usage volume. Usage data collected under this section will be used solely for maintaining Service quality and enforcing this Fair Use section, and will not be used for marketing or sales purposes.

If we determine, in good faith and based on objective usage data, that usage violates this Fair Use section, we will follow a graduated response: (1) notify you of the concern and provide at least fourteen (14) calendar days to adjust usage; (2) discuss alternative configurations or solutions in good faith; (3) if the issue persists, temporarily throttle or restrict the affected feature to protect platform stability; (4) require a plan adjustment or custom agreement to accommodate sustained high-volume usage; or (5) as a last resort, suspend or terminate access in accordance with the Termination section of these Terms. We will not throttle, restrict, or suspend your access under this section without first providing written notice and a cure period of at least fourteen (14) calendar days, except where immediate action is necessary to protect the integrity or security of the Service. During any throttling or restriction under this section, Your Data will not be deleted, and queued or in-progress communications will be preserved.

SpruceSuite may update the thresholds and guidelines in this section from time to time. Any material changes will be communicated with at least 30 days' notice, consistent with the Changes to Terms section below. If a threshold change causes your existing usage to exceed the new threshold, you will have at least sixty (60) days from the effective date of the change to adjust your usage before enforcement begins.

Paid features are billed on a monthly or annual basis as selected during signup. Subscriptions renew automatically unless cancelled before the renewal date. We will send a renewal reminder between 15 and 45 days before your next billing date for annual subscriptions, and at least 15 days before for monthly subscriptions.

All fees are exclusive of applicable taxes. You are responsible for taxes based on your location and business status. We may update pricing with at least 30 days' notice. Price changes apply to subsequent billing periods only. If you do not agree to updated pricing, you may cancel before the next billing cycle.

You may cancel your subscription at any time through your account settings on the platform. Cancellation takes effect at the end of the current billing period. Because you signed up online, you can always cancel online — no phone calls, emails, or additional steps required.

Refunds for annual subscriptions may be issued on a pro-rata basis within 30 days of the most recent renewal. Monthly subscriptions are non-refundable for the current billing period.

You retain all rights to the data you upload to or create within the Service ("Your Data"), including client records, pet records, appointment data, invoices, photos, and documents. You grant SpruceSuite a limited license to process Your Data solely to provide, maintain, and improve the Service.

SpruceSuite acts as a service provider (as defined under the California Consumer Privacy Act) when processing personal information on your behalf. We will not sell, share, or use Your Data for any purpose outside of providing the Service, and we will not retain or disclose Your Data except as necessary to perform the Service, prevent fraud, or comply with law. SpruceSuite will comply with applicable provisions of the CCPA, provide the same level of privacy protection as required by the CCPA, and notify you if it determines it can no longer meet its CCPA obligations. You have the right to take reasonable and appropriate steps to help ensure SpruceSuite uses Your Data in a manner consistent with your obligations under the CCPA.

You may export Your Data at any time through the platform's built-in export features. Upon account termination, Your Data remains available for export for 30 days, after which it is permanently deleted from production systems. Backup copies may persist for up to 90 days after production deletion.

SpruceSuite uses the following service providers to deliver the Service, including but not limited to: Google Cloud Platform (cloud infrastructure and hosting, United States); Stripe, Inc. (payment processing); Twilio, Inc. (SMS and voice communication); and Sentry (Functional Software, Inc.) for error monitoring. We will notify you at least 30 days before engaging any new service provider that processes Your Data. A current list is maintained in our Privacy Policy.

SpruceSuite is a software tool, not a pet care provider. We do not screen, vet, certify, or endorse any pet care business, groomer, bather, or staff member using the platform. You are solely responsible for the hiring, training, licensing, insurance, and supervision of your staff.

SpruceSuite stores pet records, vaccination data, health notes, and other information exactly as entered by you or your clients. SpruceSuite does not verify the accuracy, completeness, or currency of any data entered into the platform. You are solely responsible for verifying all information before relying on it in providing services.

SpruceSuite is not liable for any animal injury, illness, death, property damage, or personal injury arising from pet care services managed through the platform. All liability for the care and safety of animals rests solely with you, the pet care business.

The Service, including its design, code, features, documentation, and branding, is owned by SpruceSuite, Inc. and protected by intellectual property laws. These Terms grant you no rights to SpruceSuite's intellectual property beyond the limited license to use the Service.

You may not reverse engineer, decompile, or disassemble any part of the Service, or use the Service to develop a competing product.

If you provide feedback, suggestions, or ideas about the Service, you grant SpruceSuite a non-exclusive, perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

By uploading photos, videos, or other media to the platform, you grant SpruceSuite a non-exclusive, royalty-free license to store, display, and transmit that media solely as necessary to provide the Service (for example, displaying pet photos in client profiles and report cards).

SpruceSuite will not use your uploaded media for marketing, advertising, or any purpose outside of providing the Service without your separate, explicit written consent.

You represent that you have obtained any necessary consent from your clients (pet owners) before uploading their photos or their pets' photos to the platform. You are responsible for compliance with any applicable privacy laws regarding client images.

The Service integrates with third-party services including Stripe for payment processing, Twilio for SMS and voice communication, and Google Cloud Platform for hosting. Your use of these services is subject to their respective terms.

SpruceSuite is not responsible for the availability, accuracy, or performance of third-party services. If a third-party service becomes unavailable, features of the Service that depend on it may be temporarily limited.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SPRUCESUITE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SPRUCESUITE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SPRUCESUITE OR THROUGH THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

We target 99.9% uptime for the Service but do not guarantee uninterrupted availability. Scheduled maintenance will be announced in advance when possible. Emergency maintenance may occur without notice.

We are not liable for service interruptions caused by factors beyond our reasonable control, including internet outages, cloud provider failures, natural disasters, cyberattacks, pandemics, government actions, or failures of third-party services.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPRUCESUITE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, WHETHER ARISING FROM CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING UNDER OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF WHETHER SPRUCESUITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS DO NOT APPLY TO LIABILITY ARISING FROM SPRUCESUITE'S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

You agree to indemnify, defend, and hold harmless SpruceSuite and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your pet care services or business operations; (d) claims from your clients, their pets' owners, or any third party related to services you provide; or (e) your infringement of any third-party rights.

SpruceSuite will indemnify you against third-party claims that the Service infringes a valid United States patent, copyright, or trademark, provided you promptly notify us, grant us sole control of the defense, and cooperate as reasonably requested. SpruceSuite's indemnification obligation does not apply to claims arising from: (a) modifications you make to the Service; (b) your combination of the Service with non-SpruceSuite products or services; (c) your use of the Service after we notify you to cease due to an infringement claim; or (d) use of a non-current version of the Service if a current version would avoid the infringement.

Either party may terminate a subscription at any time. Cancellations take effect at the end of the current billing period.

SpruceSuite may suspend or terminate your access immediately if you: breach these Terms, fail to pay fees after notice, engage in activity that threatens the security or integrity of the Service, or violate the Acceptable Use section.

Upon termination, your right to use the Service ceases. You will have 30 days to export Your Data before it is permanently deleted. Sections that by their nature should survive termination — including Disclaimer of Warranties, Limitation of Liability, Indemnification, Pet Care Platform Disclaimers, and Governing Law — will survive.

Before initiating formal proceedings, you agree to contact us through the marketing-site contact form to attempt informal resolution. We will work in good faith to resolve the dispute within 30 days.

If informal resolution fails, any dispute arising from these Terms shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator in the State of Delaware. The arbitrator's decision is final and binding.

YOU AND SPRUCESUITE EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. You have the right to opt out of this arbitration agreement by sending written notice through the marketing-site contact form within 30 days of first using the Service.

Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights or confidential information.

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any claims not subject to arbitration shall be brought exclusively in the state or federal courts located in Delaware.

To the extent permitted by applicable law, any cause of action arising from these Terms must be commenced within one (1) year after the cause of action accrues. Claims brought after this period are permanently barred. This limitation does not apply where a shorter limitations period is prohibited by applicable law.

These Terms, together with the Privacy Policy, constitute the entire agreement between you and SpruceSuite regarding the Service and supersede all prior agreements.

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Our failure to enforce any provision of these Terms is not a waiver of that provision or any other provision.

You may not assign or transfer these Terms without our prior written consent. SpruceSuite may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Notices to you will be sent to the email address associated with your account. Notices to SpruceSuite must be submitted through the marketing-site contact form so they can be routed to the appropriate team.

We may modify these Terms at any time. For material changes, we will provide at least 30 days' notice via email or a prominent notice within the Service. If you do not agree to the updated Terms, you may cancel your subscription before they take effect without penalty.

Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

Questions about these Terms? Use the marketing-site contact form so the platform team can route your message to the appropriate legal reviewer.