Terms of Service

SPRUNO FOR CONSUMERS TERMS OF SERVICE

Last updated: April 29, 2024

These Terms of Service (the “Terms”) govern the relationship between Spruno, Inc. (hereinafter, “Spruno” “us,” or “we”) and you regarding your use of Spruno’s consumer-facing meal ordering, mobile payment, and customer rewards platform and related services, related Spruno mobile application (the “App”), any website used to facilitate use of such service (“Website”) and any other of Spruno’s products or services used to facilitate your use such services (collectively the “Platform” or the “Service”).

Use of the Service is also governed by Spruno’s Privacy Policy, the current version of which can be found at https://www.spruno.com/privacy (the “Privacy Policy”), which is incorporated herein by reference.

IMPORTANT – PLEASE READ CAREFULLY – THESE TERMS CREATE A LEGALLY BINDING AGREEMENT WHICH GOVERNS YOUR USE OF THE SERVICE. BY CREATING AN ACCOUNT (AS DEFINED BELOW) OR BY ACCESSING OR USING THE SERVICE OR ANY CONTENT OFFERED THROUGH THE APP OR THE WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, YOU ARE PROHIBITED FROM USING THE SERVICE. IF YOU WERE USING A BETA VERSION OR OTHER VERSION OF THE SERVICE OFFERED PRIOR TO YOUR ACCEPTANCE OF THESE TERMS, THESE TERMS ALSO APPLY TO YOUR PAST USE OF THAT BETA OR OTHER VERSION OF THE SERVICE.

If you are using the Service on behalf of another person or entity (the “Principal User”), then you personally represent and warrant to us that the Principal User has authorized you to act on the Principal User’s behalf and to obligate the Principal User to be bound by these Terms; you hereby agree to these Terms in the name of and on behalf of the Principal User. Except in the prior sentence, as used in these Terms (and the Privacy Policy and any other policies), “you” refers to the Principal User on behalf of whom the service is used.

Description of the Service and Definitions.

Description of the Service. Spruno is a meal ordering, mobile payment and customer rewards marketplace platform that enables you to find and order from the Restaurants participating on the platform, receive discounts and deals for doing so, and in case of delivery orders, receive delivery from independent third-party delivery service providers. Spruno is not a restaurant, delivery service, or food preparation business. In the context of supporting delivery Orders, Spruno is not in the delivery business nor is it a common carrier. You acknowledge and agree that Spruno does not itself prepare food or offer delivery services, and has no responsibility or liability for the acts or omissions of any Restaurant or any Delivery Provider. You agree that the products that you purchase will be prepared by the Restaurant you have selected, that title to the products ordered passes from the Restaurant to you at the Restaurant’s location, and that, for delivery Orders, the Delivery Provider will be directed by your instructions to transport the products to your designated delivery location. You agree that neither the Delivery Provider nor Spruno holds title to or acquires any ownership interest in any products that you order through the Services.
Restaurants’ Responsibilities. Although you can place orders through the App, Spruno itself does not sell the products contained in your order, is not a party to any such transaction, and has no control over the quality or safety of the products. Your order is between you and the Restaurant from which you order. Restaurants are required to comply with federal, state and local laws, rules, regulations, and standards pertaining to the preparation, sale, and marketing of food, including, without limitation, food preparation and safety and menu disclosure. Spruno is not liable or responsible for Restaurants’ food preparation or safety and does not verify their compliance with all applicable laws. In addition, Restaurants may state ingredients or represent allergen or food preparation standards through the Service, such as food or beverages being nut-free, gluten-free, lactose-free, or kosher. We do not investigate or verify the menus, ingredients, food preparation standards, or any descriptions, statements, or representations made by the Restaurants. Therefore, if you or anyone else who will be consuming any item from an order has any food allergies or specific preparation requirements, you are strongly advised to contact the Restaurant directly to address your specific needs. By using the Service, you agree that you understand that Spruno is not responsible for any statements or omissions concerning the products contained in your order.
Definitions. The following definitions and terms shall apply to these Terms:

“Account” means a unique password protected account that each User must create through the Service.
“Cheerbits” or “Cashback” means the rewards provided to a User, as further described in Section 1.8.
“Cheerbits Account Balance” means the amount the User has received in Cheerbits from Spruno less any Cheerbits amount deducted towards placing Orders or adjustments.
“Deal” means either (1) an Auto Deal, which is a discount offered to a User based on the Preset Discount specified by the Restaurant or (2) a Live Deal, which is a discount offered to a User where the Restaurant may adjust the amount of the discount offered in real time when the User requests a Deal via the App.
“Delivery Provider” means an independent third-party delivery service provider (“DSP”).
“Instant Discount” means the discount applied to a User’s order in the case of either a Takeout or Delivery order. Such discount will be applied to the subtotal before taxes, other charges and tip.
“Order” means any order placed by a User with a Restaurant via the App that is either: (1) Takeout, where the User picks the order up at the Restaurant; (2) Delivery, where a Delivery Provider delivers the Order from the Restaurant to the User; or (3) Dine-In, where the User consumes the Order on the Restaurant premises.
“Preset Discount” means the discount percentage rate for a Deal request by a User that is previously set by the Restaurant.
“Restaurant” means any restaurant, bar or other food provider that is registered as a restaurant provider with Spruno and appears as a provider from which to place Orders in the App.
“User” means a person who may download, sign up for, and use the App.
Account Information and Management.

Minimum Age Requirement. An individual must be at least 18 years of age to use the Service.
Jurisdiction. You must live in the United States in order to use the Service.
Accounts and Access. You must register for an Account in order to use the Service. You may only register for one Account. Attempting to and/or establishing multiple Accounts for the same user (even if such accounts are registered with different profiles, emails, phone numbers, payment methods, etc.) violates these Terms. We reserve the right to take corrective action at our sole discretion (including but not limited to suspending or terminating Service and/or deleting accounts) in the event you attempt and/or establish multiple accounts with us. An “Account Holder” means the person or entity in whose name an Account is registered. A “Third Party Account” means an Account not registered by you.
Information Provided When Setting Up an Account. When creating or updating an Account on the Service, you are required to provide Spruno with certain personal information for yourself or for the individual acting on your behalf if you are a User who is not an individual, which may include (but is not limited to) personal information such as name, phone number, address and email address, and, in some cases, payment information (“Account Information”). Account Information will be held and used in accordance with the Privacy Policy. You agree that you will supply accurate and complete Account Information to Spruno, and that you will update such information when and as it changes. You represent that to your knowledge, any Account Information that is provided via your sign-up to the Service via a third party website or application (such as by example only, registration for the Service via Facebook) is accurate and that you are authorized to engage in setting up an Account and providing Account Information via such third party website or application.
Login Information. During the Account creation process, you will be required to select a username and password (“Login Information”). The following rules govern the security of your Login Information:

You shall not share the Account or the Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account;
In the event you become aware of, or reasonably suspect, any breach of security, including without limitation any loss, theft or unauthorized disclosure of the Login Information, you must immediately notify Spruno and change the password on your Account;
You are solely responsible for maintaining the confidentiality of the Login Information and you will be responsible for all uses of the Login Information, including purchases, whether or not authorized by you; and
You are responsible for anything that happens through your Account.
Reclaiming Usernames. Spruno reserves the right to remove or reclaim any username at any time and for any reason or no reason, including but not limited to claims by a third party that a username violates the third party’s rights.
Linking Your Payment Card.

You may link at least one eligible debit or credit card (a “Payment Card”) to your Account. Please note that not all debit or credit cards are eligible to be linked to your Account. All determinations as to whether a card is eligible to be a Payment Card are at our sole discretion. If your Account has not been used for more than two (2) months, Spruno may unlink your Payment Card.
We use Plaid Technologies, Inc. (“Plaid”) to gather User’s data from financial institutions and to link your Payment Card to your Account to detect transactions and accrue Cheerbits. By using our Service, you grant us and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from relevant financial institutions, and you agree to your personal and financial information being transferred, stored, and processed by us and Plaid in accordance with our Privacy Policy and the Plaid ’s Privacy Policy respectively. By using our Service, you agree to be bound by Plaid’s Terms of Use.
You agree that Spruno may view your transactions made by you with participating Restaurants and may share your orders directly with the Restaurant you place an order from. You may opt out of transaction monitoring on the Payment Card(s) you have registered by de-linking them through the Service or by terminating your Account.
We also use Stripe (“Stripe Services”) as a third party service provider for payment processing services (Payment Processor). The Payment Processor’s role is to enable Spruno to i) accept payments by, among other things, facilitating the clearing and settlement of transactions, and ii) process payments, including credit card, debit cards and other types of payments (collectively “Cards”), with respect to your purchase of products and services.

You are responsible for all transactions (one-time, recurring, and refunds) processed through the Service and/or Stripe. Spruno is not liable for loss or damage from errant or invalid transactions processed with your Stripe account. This includes transactions that were not processed due to a network communication error, or any other reason. If you process a transaction, it is your responsibility to verify that the transaction was successfully processed.

When you provide payment information, you represent and warrant that the information is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information. We reserve the right to utilize third party credit card updating services to obtain current expiration dates on credit cards.

You must not process stolen credit cards, or unauthorized credit cards through the Service and/or Stripe.

Certain charges may be collectively billed as a single purchase transaction to your selected payment method based on any adjustments made to the products and services purchased. If you don’t recognize a transaction, then check your receipts and payment history.

We reserve the right to change the payment processor, or add additional payment processors at any time. By continuing to use Spruno after we change or add a payment processor, you agree to be bound by the terms applicable to the new payment processor’s services.

Orders. You may use the App to search for Restaurants, locate Deals or Discounts for Restaurants, to place Orders for Takeout or Delivery or to make Reservations or activate deals for Dine-In. Once you place an Order, Spruno communicates the Order directly to the Restaurant.

It is your responsibility to ensure that the Order you place is accurate and reflects the items purchased from the Restaurant. Spruno is not responsible for ensuring the accuracy of the Order. Any queries or issues with the Order should be directed to the Restaurant.
If there is a problem with your Order, you may request a refund directly from the Restaurant. Spruno is not responsible for issuing refunds. You may also open a support ticket with Spruno within 48 hours of the placement of the Order. Spruno will follow up with the Restaurant and may issue a partial or full refund or no refund depending on the feedback from the Restaurant.
If you would like to cancel a Takeout or a Delivery Order that you placed, you can call the Restaurant to ask them to cancel your order. In this case, the refund is processed only upon the Restaurant’s confirmation. If the Restaurant does not agree to cancel the Order, we will be unable to issue a full or a partial refund for the order.
You agree to arrive at the Restaurant timely in order to pick up your Takeout Order. Spruno is not responsible for any additional charges you may incur from the Restaurant should you fail to pick up the Order during the time scheduled.
If you are not at the designated delivery location when the DSP arrives to deliver your Order, Spruno will be unable to issue a full or a partial refund for the order. Additionally, if the DSP arrives at the designated delivery location, attempts to contact you via telephone (text message or phone call) and you do not open the door or respond to their telephone correspondence within 5 minutes of reaching the designated delivery address, the DSP may leave the premises and you may be charged your entire Order amount, including any applicable fees and surcharges. To avoid such an outcome, take all steps necessary to ensure you are providing accurate addresses and a telephone number prior to finalizing the Order. If you request to redeliver an Order (as a result of you not being available at the delivery location on the DSP’s initial delivery attempt), you will be charged for the Order and a redelivery fee.
When placing an Order for delivery, the Platform issues a confirmation or acceptance notice when the Order is received (the “Confirmation”) which includes an estimated time of delivery (the “Delivery Estimate”). While the goal is to ensure you receive the best delivery service possible, and that the Order is delivered in a timely fashion, unfortunately, things do not always go as planned and outside factors, including but not limited to weather conditions, traffic conditions, holidays, kitchen delays, and/or DSP availability, may prevent the Restaurant and DSP from achieving Delivery Estimate. Any Order that arrives later than the Delivery Estimate, or for any other reason, will not be refunded or credited, and the entire amount of the Order, including any applicable fees and surcharges will be charged to you unless the Order is labeled as canceled in your Account (a “Canceled Order”) prior to the delivery being attempted.
Consumers may be charged for delivery Orders that they refuse to accept unless the Platform has been updated to confirm the Order has been canceled. Spruno will determine whether an Order is canceled, or not, in consultation with the Restaurant.
Spruno enforces a maximum order amount of $4,000 per Order. Spruno reserves the right to modify this maximum at any time without notice. A Restaurant may require a minimum order amount to accept your Order.
You may have the option to request Delivery or Takeout of alcohol products in some locations and from certain Restaurants. You agree that you will only order alcohol products if you are 21 years of age or older. For Delivery Orders you also agree that, upon delivery of alcohol products, you will provide valid governmental-issued identification proving your age to the driver delivering the alcohol products and that the recipient will not be intoxicated when receiving delivery of such products.
Pricing. You understand that prices for menu or other items displayed through the Service may differ from the prices offered or published by Restaurants for the same menu or other items and/or from prices available at third-party websites and that such prices may not be the lowest prices at which the menu or other items were sold and that Spruno has no obligation to itemize costs, profits or margins when publishing prices. Spruno reserves the right to change such prices at any time, in its sole discretion. For certain transactions, the subtotals shown at checkout are estimates that may be higher or lower depending on the final Order charges. In those situations, Spruno reserves the right to charge your payment method the final price after checkout. You are liable for all transaction taxes on the Service provided under this Agreement, including all sales taxes. In the event that the charge to your payment method may incorrectly differ from the total amount, including subtotal, fees, and gratuity, displayed to you at checkout and/or after gratuity is selected, the Restaurant may direct Spruno to make an additional charge to your payment method after the initial charge so that the total amount charged is consistent with the total amount displayed to you at checkout and/or after gratuity is selected.
Deals and Discounts.

When a User places a Takeout or Delivery Order, the User may receive an Instant Discount on the Order based on the discounts that may be offered by the Restaurant on that day and time.
A User may request a Live Deal from a Restaurant, which is a deal based on a discount that may be offered to that User in real time. Such Live Deal will consist of a discount offered in the case of a Takeout or Delivery Order or Cheerbits in the case of a Dine-In Order.
Not all users will receive all Live Deals. In that case, the User may receive an Auto Deal. Live Deal availability will fluctuate based on a variety of factors such as geographical location, transactional history with a particular Restaurant, transactional trends, and Account tenure. We reserve the right to apply various search algorithms or to use methods to optimize Live Deal results for particular users’ experiences. To optimize the experience for both Restaurants and Users, Spruno reserves the right to run occasional tests that will be limited in duration but may alter how we display Live Deals.
The Deals and Discounts change every day, as well as throughout the day, and expire as indicated by the App. All Deals and Discounts may be adjusted in real time by the Restaurant or Spruno.
A Restaurant may require a minimum order amount for you to be eligible for a Deal or Discount. In the case of Dine-In Orders, Consumers may be provided Cheerbits if the overall amount on the linked card transaction (or overall amount including taxes, other charges and tip if paid by cash or a non-linked card) is greater than the minimum spend requirement. In the case of Takeout and Delivery Orders, Spruno may block Consumers from placing an Order until the subtotal before discount, taxes, other charges and tip is greater than the minimum spend requirement.
Deals and Discounts shall not be combined with any other offer or deal of the Restaurant, including internal promotions, such as happy hour, lunch specials or weekday specials, and external promotions, such as coupons, discounts or deals provided by other companies.
Restaurants are third-party non-affiliates of Spruno and Spruno cannot guarantee that a participating Restaurant will honor a Deal or Discount. Restaurants may become fully booked after a User is offered a Deal and the User may be unable to dine at such a Restaurant. Spruno may not have current information regarding a Restaurant’s excess capacity. Spruno offers certain discounts regardless of whether Restaurants are open or have excess capacity and such offers shall in no way be an indication that any Restaurant is in fact open or has excess capacity. The Service relies on a network connection, and Spruno shall not be liable for a User’s inability to use a Deal resulting from a malfunction of such.
Spruno reserves the right to limit Deal requests in the case of excessive requests from a User.
Resale or attempted resale of Deals is prohibited and is grounds for, among other things, cancellation of your access to the Service. Deals have no cash value.
Cheerbits.

If a User makes a Dine-In Order at the Restaurant, the User may earn Cheerbits if the User is offered a Deal, which accumulates in the User’s account. If the User does not have a linked Payment Card and instead pays for the cost of the Dine-In Order by another payment card, cash or other method at the Restaurant, the User may upload a receipt from the Order so that the User may earn Cheerbits. If the User uploads a receipt for a Dine-In Order, Spruno may check with the Restaurant for the validity of the receipt and only if the receipt is deemed to be valid, the User may earn Cheerbits. If the Restaurant disputes any Dine-In Orders at any time, Spruno may in its sole discretion deduct the corresponding applicable Cheerbits from the Cheerbits Account Balance.
The Cheerbits amount for a Deal is calculated by the percentage discount offered for the Deal applied to the overall amount on the corresponding linked card transaction (including taxes, other charges and tip) or applied to the total on the receipt, if one is uploaded by the User.
Not all qualifying purchases made with your Payment Card may be eligible for Cheerbits if we are unable to obtain certain transaction information from the Payment Card Network (e.g., Visa, Mastercard, American Express) associated with your Payment Card.
Without limiting any of the other terms of these Terms, if you return, chargeback, cancel, dispute, or otherwise request a refund for a qualifying purchase for which you have already received Cheerbits, we will reduce the balance of Cheerbits in your Account by the amount of Cheerbits you received for such transaction. If your Cheerbits Account Balance is less than the amount of Cheerbits you received for such a transaction, we will offset the applicable amount of Cheerbits from Cheerbits you would otherwise receive for future qualifying actions.
Cheerbits that you receive as a result of a qualifying physical purchase using a linked card at a participating Restaurant will generally be reflected in your Account within 1-7 Business Days after the date of purchase. If User uploads a receipt for a Dine-In order and it is validated by the Restaurant, the Cheerbits will generally be reflected within 6 weeks after the date of purchase.
Subject to these Terms, you may redeem the Cheerbits earned only to pay for Takeout and Delivery orders placed from within the App. Once Cheerbits are redeemed to pay for an order, the Cheerbits balance will reduce by the corresponding amount.
Upon redemption, one (1) Cheerbit will equal one ($1.00) USD. The Cheerbits can only be used for Takeout and Delivery order purchases from within the App and have no other use or value (monetary or otherwise) and do not act as a substitute for real currency.
Cheerbits are not redeemable or exchangeable for real currency or other monetary value from Spruno or redeemable or exchangeable with any other third party. Spruno and the Payment Card Networks are not financial institutions and do not provide banking services. By accessing or using the Service, you agree not to seek to redeem or otherwise claim Cheerbits from any third party, including, but not limited to, the Payment Card Networks, or other clients or business partners.
There is no automatic redemption of Cheerbits. No interest is accrued on Cheerbits. Expired Cheerbits cannot be redeemed, and you must be an active member on the Platform in order to redeem Cheerbits.
Unless otherwise permitted by us, you may only redeem Cheerbits for the equivalent of up to a Cheerbits redemption amount of $500 USD in any day. Without limiting any of the other conditions of these Terms, we may establish additional limits on your redemption of Cheerbits, adjust your Cheerbits Account Balance, and otherwise modify the redemption terms of Cheerbits at any time in our sole discretion.
All Cheerbits received by you hereunder are exclusive of any applicable withholding, sales, use, excise, value added, or other taxes.
Depending on applicable tax laws, your redemption of Cheerbits may be subject to reporting to certain tax authorities. In accordance with such laws, we may be required to send to you and file certain forms with tax authorities, such as the IRS Form 1099-MISC (Miscellaneous Income). If we request information from you in order to complete a required tax form, and you fail to provide the requisite information, you will be prohibited from redeeming Cheerbits from your Account until we receive the required information.
Cheerbits are issued solely by Spruno towards on a Deal offering, towards any billing adjustments for Orders, towards promotional rewards or other business considerations and are not underwritten, funded, sponsored, or otherwise provided by any third party, including, but not limited to, the Payment Card Networks, Restaurants, brand, or our other clients or business partners.
You may not use Cheerbits to transfer funds to third parties, or for any other purchase, except as expressly permitted by us. You have no property rights or other legal interest in Cheerbits. The Cheerbits balance or any part of it is not transferable, cannot be divided as part of a settlement, legal proceeding or death, and cannot be combined with Cheerbits of any other member on the Platform. Cheerbits may not be brokered, bartered, attached, pledged, gifted, loaned, sold or pledged as collateral to any other party.
Any claim for Cheerbits not credited accurately must be received by Spruno within 7 days from the date on which the user claims the Cheerbits should have been accrued or from the actual date when the Cheerbits were accrued, whichever is earlier. Spruno will have no liability for any failure, delay, or error in crediting Cheerbits to your account.
Subject to notice requirements under Applicable Law and Rules, Spruno reserves the right, in its sole discretion and at any time, to modify, suspend, terminate, revalue or cancel its own promotions program to issue Cheerbits rewards. In the event Spruno terminates the promotions program, Spruno will, in accordance with the Applicable Law and Rules, maintain records of User’s Cheerbits for one year following termination of the promotion program in the event the promotions program is reinstated within one year of termination. Spruno reserves the right to adjudicate any discrepancies or disputes regarding rewards allocations or these agreement terms in its sole discretion and you agree to abide by any such adjudication.
Reservations.

Spruno provides reservation services to Users for the purpose of assisting Users in securing dining reservations at Restaurants. In response to a User’s online request for a Restaurant reservation through the App, Spruno directly contacts the Restaurant. The Restaurant will provide confirmation of the reservation or cancel the reservation if the reservation request cannot be accommodated. The availability of reservations is determined at the time of User’s inquiry. Once a reservation is made by a User, Spruno may provide confirmation of the reservation to User by push notification or email. By using the reservation services, User agrees to receive reservation confirmations by push notification or email after activating a Dine-In Deal and booking a reservation through the reservation services. In the Dine-In Deal and reservation request, the User can specify whether the dining reservation will be for the purpose of celebrating a special moment, such as an anniversary or a birthday.
Spruno is committed to providing superior quality services to Users and Restaurants. To assist us in maintaining a consistently high level of service for the Restaurants and their patrons, User must cancel any reservations that they will be unable to honor at least 30 minutes in advance of the reservation. You may cancel your reservation via the Spruno App. If you are unable to keep your reservation, fail to properly notify the Restaurant and do not arrive at your reservation time, the Restaurant may cancel your reservation and grant your table to another party. In addition, Spruno may send you a push notification or an email letting you know that our records indicate that you were a no-show. By using the reservation services, User agrees to receive no-show notifications by push notification or email after a report that your reservation was not honored, whether or not that was in fact the case. We may terminate your Account if you are a no-show on multiple occasions. If you receive a no-show notification email in error, please email support@spruno.com to dispute it. User agrees that all final no-show determinations will be made by Spruno in its sole discretion.
User agrees to use the reservation services only to book reservations at Restaurants and then honor those reservations by arriving at the Restaurants on time and ordering and paying for meals. User further agrees not to book more than one reservation for User’s personal use during any one mealtime (e.g., lunch, dinner, etc.). Resale or attempted resale of reservations is prohibited and is grounds for, among other things, cancellation of your reservations or termination of your access to the Services.

Reviews. The App and other interactive areas of the App may allow you to rate and post reviews of Restaurants. Such ratings and reviews are considered Posted Content as set forth in Section 3 hereof and are governed by these Terms. Ratings and reviews are not endorsed by Spruno and do not represent the views of Spruno or of any affiliate or partner of Spruno. Spruno does not assume liability for ratings and reviews or for any claims, liabilities, or losses resulting from any ratings and reviews. We strive to maintain a high level of integrity with our ratings and reviews and other aspects of Posted Content. Therefore, all ratings and reviews must comply with the following criteria: (1) before posting a rating or review, you must have had recent first-hand experience with the Restaurant; (2) you may not have a proprietary or other affiliation with either the Restaurant or any of its competitors; (3) you may not draw any legal conclusions regarding the Restaurant’s products, services, or conduct; and (4) your review must otherwise comply with these Terms as well as all applicable laws, rules and regulations, including without limitation the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. Any rating and/or review that we determine, in our sole discretion, could diminish the integrity of the ratings and reviews or the Service may be removed or excluded by us without notice.
Referral Program. Spruno may run promotional programs such as a referral program from time to time. Under the referral program, Spruno offers its registered Users in good standing the opportunity to earn gratuitous Cheerbits as promotional rewards by inviting their eligible friends to register as new Spruno Users and place their initial order through the Services within 30 days of obtaining and entering a unique referral ID link. For each qualified referral generated through a User’s unique referral ID link, the User may receive a gratuitous Cheerbits as specified on Spruno’s referral program page. You agree that we may change the terms and conditions of the referral program or terminate the referral program at any time. As part of the referral program, should you choose to participate, Spruno may share the name, phone number and email address of the referrer and referee with each other.
Right, License and Restrictions.

License Grant For Service. Subject to your agreement to, and continuing compliance with, these Terms and any other relevant Spruno policies, Spruno grants you a non-exclusive, non-transferable, revocable limited right and license to access and use the Service. As used in these Terms, “Other User” means another licensee or user of the Service, including Users of the App and Restaurants using the Spruno for Restaurants App; “All Users” means you and all Other Users.
App Specific Terms. You may agree to be bound by other terms regarding use or installation of the App and such terms continue to apply regardless of you agreeing to be bound by these Terms except to the extent such other terms conflict with any of these Terms, these Terms shall apply. You agree not to distribute or modify the App. You agree to always only use the latest available version of the App and acknowledge that any use of an older version of the App may result in some or all parts of the Service to not be available or to function improperly. You agree not to reverse engineer, decompile or otherwise attempt to view the source code for the App.
Use of the Service: The following restrictions apply to the use of the Service:

You accept full responsibility for any unauthorized use of the Service by parties not authorized to use any of your Accounts. Additionally, you are responsible for any use of your credit card or other payment instrument incurred by parties using your Account;
You shall not create an Account using a false identity or false information, or on behalf of someone other than yourself;
Without first obtaining the written permission of Spruno, you shall not register for an Account or in any way use the Service if Spruno has removed, suspended, or otherwise terminated any Account registered by you or on behalf of you or if Spruno has notified you that you may not use the Service;
You shall not use your Account to advertise, solicit or transmit any commercial advertisements, including chain letters, junk email or repetitive messages to anyone;
You shall not use the Service to engage in any illegal conduct including the purchase or sale of illegal substances;
You shall not rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account or your Cheerbits to anyone without Spruno’s written permission;
You shall not reproduce, distribute or publicly display any content you access through the Service unless such content is clearly marked as “public” and you have been given the right to view such content;
You shall not do anything with any content you access through the Service that has been marked with restrictions or other instructions that is counter to such restrictions or other instructions; and
You must have access to a smartphone to participate in the Service.
License and Account Limitations and Prohibitions.

General Effects of Violations. Any use of the Service in violation of these Terms is strictly prohibited, can result in the immediate revocation of your limited license granted by Section 2, and may subject you to liability for violations of law. Spruno is permitted to list or restrict use of the Service for anyone who Spruno reasonably believes has or will violate any applicable law when using the Service.
Activity Prohibitions. You agree that you will not, under any circumstances:

Engage in any act that Spruno deems to be in conflict with the spirit or intent of the Service, including but not limited to circumventing or manipulating these Terms;
Use the Service in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;
Modify or cause to be modified any files or content that are used to offer the Service, without the express prior written consent of Spruno;
Disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Service (each a “Server”) or (2) the use or enjoyment of the Service by any other person;
Institute, assist or become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks upon the Service, or other attempts to disrupt the Service or any other person’s use or enjoyment of the Service;
Gain, or attempt to gain, unauthorized access to the Service, Accounts, Servers or networks connected to the Service by any means (including, but not limited to, circumventing or modifying, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Service);
Post any information that is abusive, threatening, obscene, defamatory, libelous or racially, sexually, religiously or otherwise objectionable or offensive;
Post any information that contains nudity, excessive violence or offensive subject matter or that contains a link to such content;
Harass, abuse, harm, or advocate or incite harassment, abuse or harm of another person or group of persons, including Spruno employees or customer service representatives;
Post, distribute or make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity or other right of any person or entity or impersonates any other person;
Transmit unauthorized communications through the Service, including junk mail, chain letters, spam and any materials that promote malware, spyware and downloadable items;
Interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms;
Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a Server or the Service, whether through the use of a network analyzer, packet sniffer or other device;
Make any automated use of the Service or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure, as we determine in our sole discretion;
Bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology or device to send content or messages, scrape, spider or crawl the Service, or harvest or manipulate data from, through, or relating to the Service;
Use, facilitate, create or maintain any unauthorized connection to the Service, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Service or (2) any connection using programs, tools or software not expressly approved in writing by Spruno;
Copy, modify or distribute rights or content from any Spruno site, including but not limited to content that contains or is protected by Spruno’s copyrights or trademarks or use any method to copy or distribute the content of the Service, except as specifically allowed in these Terms;
Solicit or attempt to solicit personal information from Other Users, other than from Users with whom you have an existing business relationship and only in connection with a bona fide business purpose for which the Service is intended;
Collect, harvest or post anyone’s private information, including personally identifiable information (whether in text, image, video, or other form), identification documents or financial information through the Service; or
Upload or transmit (or attempt to upload or to transmit), without Spruno’s express written permission, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
Suspension and Termination of Account and Service:

Inactivity. If at any time your Account becomes inactive for longer than twelve (12) months (an “Inactive Account”), any current Cheerbits balance will expire. Each time you complete an eligible transaction or redeem Cheerbits from your Account, you will reset the twelve (12)-month period by which we measure activity. Though not required, we may, in our sole discretion, elect to notify you prior to your Account becoming Inactive so that you can avoid the assessment of the Inactive Account Rewards Deduction. If your Account remains Inactive for longer than twelve (12) months and your Cheerbits Account Balance represents the equivalent of $0.01 USD or less, we reserve the right to terminate your Account. Unless you are advised otherwise, you will be eligible to create a new Account at a later time when you are able to actively use the Service.
FAILURE TO COMPLY. WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY, WITH OR WITHOUT NOTICE TO YOU, LIMIT, SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCOUNT OR YOUR ACCESS TO THE SERVICE OR PORTIONS THEREOF IF, IN OUR SOLE DISCRETION, YOU FAIL TO COMPLY WITH ANY OF THESE TERMS OR YOUR ACCOUNT IS USED FOR ACTUAL OR SUSPECTED ILLEGAL ACTIVITY OR IMPROPER USE OF THE SERVICE. SPRUNO SHALL BE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR ADVERSE RESULTS THAT ARE DUE TO THE SUSPENSION, TERMINATION, MODIFICATION, OR DELETION OF YOUR OR ANY ACCOUNT.
IP INFRINGEMENT.

WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE THE SERVICE AND ACCOUNTS OR PORTIONS THEREOF, PROHIBIT ACCESS TO OUR SITES AND THEIR CONTENT, SERVICES AND TOOLS, DELAY OR REMOVE ANY CONTENT AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICE IF WE BELIEVE THAT YOU ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES.
REPEAT INFRINGERS. IN APPROPRIATE CIRCUMSTANCES IT IS OUR POLICY TO SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO ARE REPEAT INFRINGERS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

Right to Cease Service. Spruno reserves the right to stop offering and/or supporting the Service or part of the Service at any time, at which point the license granted hereunder to you to use the Service or a part thereof will automatically terminate. Spruno shall not be required to provide refunds, benefits or other compensation to Users in connection with such cessation of the Service or any part thereof.
Termination of Account. Termination of your Account can include disabling your access to the Service or any part thereof, including disabling access to any content that you or Other Users submitted. You agree that if your Account is terminated, Spruno will not be obligated to preserve, provide you access to, or provide copies of any content submitted to the Service relating to your Account, whether by you or an Other User.
Cancellation of Account. You may cancel your Account at any time by sending an email to support@spruno.com, which email shall include your name, Account number, and reason for canceling your Account.
Effects of Termination. In the event your account is terminated or canceled, you will forfeit the Cheerbits Account Balance.

Intellectual Property Ownership in the Service. The Service, and all of its components and contents, (including without limitation any computer code, template content, pre-populated content, concepts, artwork, animations, sounds, musical compositions, audio-visual effects and text contained within) is owned by Spruno or its licensors, and all of which material is protected by United States and international patent, copyright, trademark, trade secret, and other intellectual property laws.
Obligation to Receive Communications. As a condition to your use of the Service, you agree to allow Spruno to send you emails and other alerts related to the Service, your Cheerbits Account Balance, and other promotions and alerts related to the Service.
Posted Content.

Posted Content: “Posted Content” means any communications, videos, images, sounds, and all the material, data, and information that you upload, post, publish or transmit through the Service, including without limitation any comments you may make about content uploaded or transmitted by other Account Holders. We may provide you with templates, pre-populated communications, or other content through the Service (“Template Content”) that you may distribute, use or modify as part of using our Service to communicate with Other Users in a manner consistent with the intended use of the Service. You acknowledge that your use of any Template Content does not relieve you of any responsibilities or obligations under this Agreement. By transmitting or submitting any Posted Content while using the Service, you affirm, represent and warrant that such transmission or submission: (a) is accurate and not confidential; (b) is not in violation of any applicable law, contractual restrictions or other third party rights, and that you have permission from any third party whose personal information or intellectual property is comprised in the Posted Content; (c) will not, when Spruno exercises rights in Posted Content granted under these Terms, result in any infringement of the intellectual property rights of any third party or violate or misappropriate any rights of publicity or privacy for any third party; and (d) is free of viruses, adware, spyware, worms or other malicious code. You further represent and warrant that you have all rights necessary to transmit Posted Content to Spruno and to grant the rights in Posted Content granted to Spruno under these Terms.
Licenses to Posted Content: You hereby grant Spruno a perpetual and irrevocable (other than as provided below), worldwide, fully paid-up and royalty free, non-exclusive, assignable, unlimited license and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works of, manufacture, introduce into circulation, publish, distribute, sublicense, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, your Posted Content as well as all modified and derivative works thereof. Spruno will only exercise the rights granted in this Section 3.2 to offer or to facilitate the offering of the Service. To the extent permitted by applicable laws, you hereby waive any moral rights or any of your rights of publicity or privacy you may have in any Posted Content. Spruno will cease any further public display or distribution of any Posted Content if you use the features of the Service that permit you to indicate that certain Posted Content is to no longer be displayed or distributed to Other Users except Spruno retains the right to display or distribute any Posted Content as necessary for Spruno to fulfill its legal duties or in connection with bringing or defending any legal claims or actions that may arise now or in the future.
Content Screening.

Consent to Monitoring. By entering into these Terms, you hereby provide your irrevocable consent to our monitoring and recording of your use of the Service. You acknowledge and agree that you have no expectation of privacy vis a vis us or any of our service providers who provide services to us or you as part of the Service concerning the transmission of any information, including without limitation chat, text or voice communications.
Options Regarding Posted Content. Spruno may reject, refuse to post or delete any or all Posted Content for any or no reason, including, but not limited to the reason that, in the sole judgment of Spruno, that the contents or posting or other use of such Posted Content in connection with the Service violates these Terms.
User Interactions and Legal Problems; Releases. You hereby release us, and our officers, directors, agents, subsidiaries, joint ventures and employees, from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute that arises between you and one or more Other Users.
Fees and Purchase Terms.

Order Fees. Certain features of the Platform, including, without limitation, the placing or receipt of orders, may require you to make certain payments, including delivery fees, processing fees, split payment fees, service fees, small order fees, surge fees, or other fees. You will always have an opportunity to review and accept or not accept the fees and overall charges prior to submitting an Order and being charged for the same. Spruno may also charge Restaurants fees on orders that you place through the Platform, including commissions and other fees, and may change those fees as we deem necessary or appropriate for our business or to comply with applicable law.
Payments and Adjustments. When paid by you, the payments are final and non-refundable, unless otherwise determined by Spruno. Spruno, in its sole discretion, may offer credits or refunds or Cheerbits that may be used for future use on the Platform, or promotional offers that may differ from what other users and customers are offered on a case-by-case basis including, by way of example, in the event of an error with your Order or in the amounts you were charged. Any such adjustments and offers are non-transferrable, may not be resold, and are not redeemable for cash or other consideration. Spruno reserves the right to expire or modify these adjustments and offers at any time, for any reason. Should your Account be blocked from ordering for any reason, you will forfeit any unused adjustments and offers and any other form of unredeemed value associated with your account.
Authorization; Pre-authorization. Spruno will charge, and you authorize Spruno to charge, the payment method you specify at the time of purchase. If you pay any amounts with a credit card, Spruno may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has credit available for your intended purchase. This pre-authorization amount which may be greater or less than the total Order amount quoted at checkout will be released after the Order is completed or concluded, and depending on your financial institution, it may take up to 3 to 7 business days to receive access to these released funds.
Updates to Prices and Other Charges. Spruno reserves the right to establish, remove, and/or revise prices, fees, taxes, and/or surcharges for any or all services or goods obtained through the use of the Service, and further reserves the right to consolidate or otherwise incorporate fees and/or surcharges into the prices listed for restaurant food and beverage items at any time in Spruno’s sole discretion. Additionally, you acknowledge and agree that fees applicable in certain geographical areas or during certain times of the day may increase. For certain transactions, the subtotals shown at checkout are estimates that may be higher or lower than the total amount due. Regardless of the cause, Spruno reserves the right to establish, remove, revise charges and charge the final price after checkout, including without limitation all applicable transaction taxes.
Payment Methods. If the primary payment method for your Account is expired, invalid or not able to be processed for your Order payment, the secondary payment method listed in your Account will be utilized. Additionally, Spruno reserves the right to request additional information from you if it suspects, in its sole discretion, that a payment method may be fraudulent.
Third Party Advertising.

Third Party Advertisements. You understand that the Service may feature advertisements from Spruno or third parties. The Privacy Policy addresses our disclosure of information for third party advertising.
Links to Third Party Sites and Dealings with Advertisers. Spruno may provide links on the Service to third party websites or vendors who may invite you to participate in a promotional offer in return for receiving a benefit. Any charges or obligations you incur in your dealings with these third parties are your responsibility. Spruno makes no representation or warranty regarding any content, goods, or services provided by any third party even if linked from our Service, and we will not be liable for any claim relating to any third party content, goods, or services. The linked sites are not under the control of Spruno and may collect data or solicit personal information from you. Spruno is not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. Further, the inclusion of any link does not imply endorsement by Spruno of these linked sites.

Copyright Notices; Complaints. It is Spruno’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). Spruno reserves the right to terminate without notice any User’s access to the Service if that User is determined by Spruno to be a “repeat infringer.” In addition, Spruno accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
SMS/MMS Mobile Message Program Terms and Conditions. We also offer a mobile messaging program (the “SMS/MMS Program”), which you may agree to use and participate in subject to the Terms of Service and the Privacy Policy. By opting in to or participating in the SMS/MMS Program, you accept and agree to the terms and conditions set forth in this Section 7.

Program Description. Without limiting the scope of the SMS/MMS Program, Users that opt into the Program can expect to receive messages concerning Restaurants, Orders, Reservations, Payments, other Account related messages, the Spruno Service, and events.
User Opt In. The SMS/MMS Program allows a User to receive SMS/MMS mobile messages by affirmatively opting into the SMS/MMS Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the SMS/MMS Program, you agree that this Section 7 applies to your participation in the SMS/MMS Program. By participating in the SMS/MMS Program, you agree to receive autodialed or prerecorded marketing and account related mobile messages at the phone number associated with your opt-in, and you understand that consent is not required to make any purchase from us. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply.
User Opt Out. If you do not wish to continue participating in the Program and no longer agree to this Section 7, you agree to reply STOP to any mobile message from us in order to opt out of the SMS/MMS Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than that set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.
Duty to Notify and Indemnify. If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the SMS/MMS Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt Out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these terms and conditions. You further agree that, if you discontinue the use of your mobile telephone number without notifying us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your agreement to participate in any of our SMS/MMS Programs. YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, ET SEQ., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.
Cost and Frequency. Message and data rates may apply. The SMS/MMS Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interacting with us. We and carriers are not liable for delayed or undelivered messages.
Support Instructions. For support regarding the SMS/MMS Program, text HELP to the number you received messages from or email us at support@spruno.com. Please note that the use of this email address is not an acceptable method of opting out of the SMS/MMS Program. Opt outs must be submitted in accordance with the procedures set forth above.
MMS Disclosure. The SMS/MMS Program will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
Participant Requirements. You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.

Updates to the Service. You understand that the Service undergoes frequent changes. Spruno may require that you accept updates to the Service in order to continue using the Service. You acknowledge and agree that Spruno may update the Service without notifying you.
Disclaimer; Limitations; Waivers on Liability; Indemnification.
Disclaimer of Warranties.

SERVICE PROVIDED “AS IS”. ALTHOUGH WE TAKE OUR CUSTOMERS’ SATISFACTION VERY SERIOUSLY, IF YOU HAVE ANY PROBLEMS WITH YOUR FOOD ORDER, INCLUDING ANY DELIVERY SERVICES, PLEASE CONTACT THE RESTAURANT DIRECTLY. YOUR ORDER IS BETWEEN YOU AND THE RESTAURANT FROM WHICH YOU ORDER, AND SPRUNO IS NOT AN ACTUAL PARTY TO ANY SUCH ORDER. SPRUNO, NOT BEING THE RESTAURANT, OR THE DELIVERY SERVICE OR ITS AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE DELIVERY SERVICES OR THE CURBSIDE PICKUP SERVICES, AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD THE SHORTER OF THIRTY (30) CALENDAR DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED).
NO WARRANTY OF ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, NEITHER SPRUNO NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “SPRUNO PARTIES”) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
NO WARRANTY REGARDING ACCESS TO ACCOUNTS AND CONTENT. SPRUNO DOES NOT WARRANT THAT ALL CONTENT OR INFORMATION POSTED BY AN ACCOUNT HOLDER WILL REMAIN AVAILABLE AT ALL TIMES OR WILL NEVER BE DELETED, CORRUPTED OR OTHERWISE UNAVAILABLE. SPRUNO DOES NOT WARRANT THAT THE SERVICE, ACCOUNT HOLDER INFORMATION OR ANY INFORMATION POSTED BY AN ACCOUNT HOLDER WILL BE KEPT FROM ANY PARTICULAR INDIVIDUAL OR ENTITY WHO EITHER HACKS OR ENGAGES IN UNAUTHORIZED ACCESS TO SUCH CONTENT OR INFORMATION OR IS MISTAKENLY GRANTED ACCESS BY SPRUNO OR THROUGH THE SERVICE.
NO WARRANTY REGARDING USE OF THE SERVICE. SPRUNO DOES NOT WARRANT THAT YOU WILL BE ABLE TO COMPLETE AN ORDER THROUGH THE SERVICE. SPRUNO IS NOT RESPONSIBLE FOR A RESTAURANT’S FAILURE TO BE FAMILIAR WITH THE SERVICE OR TO KNOW HOW TO COMPLETE AN ORDER USING THE SERVICE.
Limitations; Waivers of Liability.

DISCLAIMER OF INDIRECT DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE SPRUNO PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE. THE SPRUNO PLATFORM IS AN ONLINE MARKETPLACE THAT CONNECTS YOU, DELIVERY PROVIDERS AND LOCAL BUSINESSES (RESTAURANTS). SPRUNO WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY CUSTOMER, LOCAL BUSINESS OR DELIVERY PROVIDER AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO A CUSTOMER, DELIVERY PROVIDER OR LOCAL BUSINESSES. THE LEVEL OF QUALITY OF THE SERVICES THROUGH THE USE OF THE PLATFORM IS THE SOLE RESPONSIBILITY OF THE THIRD-PARTY CUSTOMER, LOCAL BUSINESS AND/OR DELIVERY PROVIDER. YOU ACKNOWLEDGE AND UNDERSTAND THAT BY USING THE PLATFORM, FOOD ITEMS AND/OR MENU ITEMS MAY BE EXPOSED TO SITUATIONS THAT ARE POTENTIALLY DANGEROUS OR HARMFUL, UNSAFE OR OTHERWISE QUESTIONABLE. YOU ACKNOWLEDGE THAT DELIVERY PROVIDERS PROVIDING TRANSPORTATION AND FULFILLMENT SERVICES MAY OFFER RIDESHARING OR PEER-TO-PEER TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. SPRUNO WILL NOT ASSESS THE QUALITY, SAFETY, OR LEGALITY OF ITEMS PROVIDED BY LOCAL BUSINESSES OR THE SERVICE PROVIDED BY DELIVERY PROVIDERS, AND YOU EXPRESSLY WAIVE AND RELEASE SPRUNO FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO LOCAL BUSINESSES AND THE ITEMS THEY PROVIDE. SPRUNO WILL NOT BE A PARTY TO DISPUTES, NEGOTIATIONS OF DISPUTES BETWEEN YOU AND ANY THIRD PARTY PROVIDERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA PLATFORM (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH YOU. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE SPRUNO FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE PLATFORM. IF YOU RESIDE IN CALIFORNIA, YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
NOT RESPONSIBLE FOR THIRD PARTY CONDUCT. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE SPRUNO PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE SPRUNO PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER ACCOUNT HOLDERS OR USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
YOUR RESPONSIBILITY TO RESTAURANTS. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT IF YOU ARE UNABLE TO COMPLETE AN ORDER OR PAYMENT FOR ANY REASON USING THE SERVICE, YOU WILL BE SOLELY LIABLE TO ANY AFFECTED RESTAURANT FOR ANY AND ALL AMOUNTS DUE TO THE RESTAURANT FOR ITEMS ORDERED, INCLUDING FULL PAYMENT FOR SUCH ITEMS BY MEANS OF CASH, CREDIT CARD, OR SOME OTHER FORM OF PAYMENT ACCEPTABLE TO THE RESTAURANT.
MONETARY LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL THE SPRUNO PARTIES BE LIABLE TO YOU FOR MORE THAN (A) THE AMOUNT YOU HAVE PAID TO SPRUNO, IF ANY, OR (B) $1,000 (WHICHEVER IS LESS).
FAILURE TO PAY. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID SPRUNO ANY AMOUNTS IN THE ONE HUNDRED EIGHTY (180) CALENDAR DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SPRUNO IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.
DISCLAIMER MAY NOT BE APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THE SECTION MAY NOT APPLY TO YOU.
Indemnification. You agree to defend, indemnify, save, and hold the Spruno Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms, any breach of the representations, warranties and covenants made by you herein, or any refusal of a Restaurant to refund or allow a return associated with an Order. Spruno reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Spruno and you agree to cooperate with Spruno’s defense of these claims. Spruno will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this Section will survive any termination of these Terms, your Account or of the Service.
Dispute Resolution.

General. If a dispute arises between you and Spruno, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Spruno agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or the Service (a “Claim”) in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to Customer Support. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. Other than those matters listed in Section 10.2, you and Spruno agree to seek resolution of the dispute only through arbitration of that dispute in accordance with the terms of this Section 10, and not litigate any dispute in court. Arbitration means that the dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.
Exclusions from Arbitration. YOU AND SPRUNO AGREE THAT ANY CLAIM FILED BY YOU OR BY SPRUNO IN SMALL CLAIMS COURT OR BY SPRUNO RELATED TO PROTECTION OF SPRUNO’S OR ANY SPRUNO LICENSOR’S INTELLECTUAL PROPERTY ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION 10.
RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN THIS SECTION 10, YOU MUST NOTIFY SPRUNO IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU FIRST ACCEPT THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO SPRUNO’S TERMS ADMINISTRATOR, AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR USERNAME, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH SPRUNO THROUGH ARBITRATION.
Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND SPRUNO SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.
Initiation of Arbitration Proceeding; Selection of Arbitrator. If you or Spruno elect to resolve your dispute through arbitration, the party initiating the arbitration proceeding must initiate it with the American Arbitration Association (“AAA”). The terms of this Section 10 will govern in the event they conflict with the arbitration rules identified below.
Arbitration Procedures. Because the software and/or service provided to you by Spruno concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, applicable federal or state law may also apply to the substance of any disputes. For claims of less than $75,000, the AAA’s Consumer Arbitration Rules shall apply; for claims over $75,000, the AAA’s Commercial Arbitration Rules and relevant fee schedules for non-class action proceedings shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Further, if your claims do not exceed $75,000 and you provided notice to, and negotiated in good faith with, Spruno as described above, and if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys’ fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to Spruno or you. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration. You or Spruno may initiate arbitration in either Santa Clara County, California or the county in which you reside. If you initiate arbitration in the county of your residence, Spruno may transfer the arbitration to Santa Clara County, California provided that Spruno agrees to pay any additional fees or costs you incur as a result of the change in location, as determined by the arbitrator.
Severability. If any clause within this Section 10 (other than the Class Action Waiver clause of Section 10.4) is found to be illegal or unenforceable, that clause will be severed from this Section 10 and the remainder of this Section 10 will be given full force and effect. If the Class Action Waiver (Section 10.4) clause is found to be illegal or unenforceable, this entire Section 10, except for this Section 10.8, will be unenforceable and the dispute will be decided by a court and IN THAT INSTANCE, YOU AND SPRUNO EACH WAIVE AND AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY, TO THE EXTENT ALLOWED BY LAW.
Survival. This Section 10 shall survive any termination of the Terms.
General Provisions.
Updates to the Terms and Privacy Policy.

Right to Update. Spruno reserves the right, at our discretion, to change, modify, add or remove portions of these Terms and our Privacy Policy at any time by posting the amended Terms or Privacy Policy through the Service. You may also be given additional notice, such as an email message or messaging within the Service, of any changes. You will be deemed to have accepted such changes by continuing to use the Service. Except as otherwise stated, all amended terms shall automatically be effective thirty (30) calendar days after they are initially posted. Spruno may also revise other policies, codes or rules at any time and the new versions will be available on www.spruno.com or in the Service. No amendment to the Terms or Privacy Policy shall apply to any dispute of which Spruno had actual notice before the date of the amendment.
Seeking Consent. If Spruno revises these Terms or its Privacy Policy and seeks your consent to be bound by such revised Terms or revised Privacy Policy and you do not agree to be bound by such revised Terms or revised Privacy Policy before using the Service again, then notwithstanding anything to the contrary, Spruno reserves the right to terminate your Account and use of the Service.
Disagreement With Terms. If at any time you do not agree to any provision of the then-current version of our Terms, the Privacy Policy or any other Spruno policy, rule or code of conduct relating to your use of the Service, your right to use the Service will immediately terminate, and you must immediately stop using the Service.
Conflict. To the extent these Terms or the Privacy Policy conflict with any other Spruno terms, policy, rule, or code of conduct, the provisions of these Terms and the Privacy Policy will prevail.

Severability. If any provision of these Terms or the Privacy Policy is found invalid, illegal, or unenforceable, in whole or in part, by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity, illegality, or unenforceability without affecting the validity, legality, or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which will continue to be in full force and effect.
Assignment. Spruno may assign any of its rights or delegate any of its obligations under these Terms, in whole or in part, to any person or entity at any time without your consent. You may not assign or delegate any rights or obligations under the Terms without the prior written consent of Spruno; any purported assignment or delegation in violation of this Section 11.3 is void.
Supplemental Policies. Spruno may publish additional policies related to specific services such as forums, contests, or loyalty programs. Your use, if any, of such services is subject to such specific policies and these Terms.
Entire Agreement. These Terms, together with any supplemental policies, the Privacy Policy, and any other documents expressly incorporated by reference herein, contain the entire agreement between Spruno and you with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations and warranties of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent.
No Waiver. The failure of Spruno to require or enforce strict performance by you of any provision of these Terms or the Privacy Policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of Spruno’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by Spruno of any provision, condition or requirement of these Terms or the Privacy Policy shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers or other acts or omissions by Spruno shall be deemed a modification of these Terms nor legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of Spruno.
Notices. We may notify you via postings on www.spruno.com and via email or any other communications means through contact information you provide to us. All notices given by you or required from you under these Terms or the Privacy Policy shall be in writing and addressed to the address in this Section 11.7. Any notices that you provide without compliance with this Section 11.7 shall have no legal effect.

Spruno, Inc.

Attn: Legal

3987 Avignon Lane

San Jose, California 95135

U.S.A.

Equitable Remedies. You acknowledge that the rights granted and obligations made under these Terms to Spruno are of a unique and irreplaceable nature, the loss of which shall irreparably harm Spruno and which cannot be replaced by monetary damages alone, so that Spruno shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit your claims to claims for monetary damages, limited by Section 9.2.
Force Majeure. Spruno shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Spruno, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Spruno’s control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemic or pandemic, strikes, shortages of transportation facilities, fuel, energy, labor or materials.
Governing Law. The Terms and Privacy Policy shall be governed by the laws of the State of California notwithstanding its conflict of laws provisions.
Additional Terms for Mobile Applications.

The following applies to any mobile application you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that these Terms are solely between you and Spruno, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund to you the purchase price for the Apple-Sourced Software; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Spruno as provider of the software. You acknowledge that Apple is not responsible for addressing any of your claims or those of any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Spruno as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Spruno, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and Spruno acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as it relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary as it relates to your license of the Apple-Sourced Software.
The following applies to any mobile application you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms are solely between you and Spruno only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Spruno, not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to Spruno’s Google-Sourced Software.

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