Spruce.ca Terms of Use

ACCEPTANCE OF AGREEMENT

This is an agreement between you and Spruce.ca  and governs your use of the website accessible at the Internet addresses http://www.Spruce.ca and its content ("Website"), and the services and products provided through the website ("Services").

Every access to, or other use of, this Website, signifies your acceptance and agreement, without limitation or qualification, to be bound by these terms and conditions and such other additional or alternative terms, conditions, rules and policies which are displayed, or to which you may be directed, in connection with this Website or any of the Services, as such may be modified by Spruce.ca from time to time (collectively the "Agreement"). Please note that the Agreement may be updated from time to time without notice to you, so please check this web page on every visit to the Website.

THE WEBSITE AND SERVICES ARE SOLELY DIRECTED TO INDIVIDUALS, COMPANIES OR OTHER ENTITIES LOCATED IN CANADA WHO CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. THE WEBSITE MAY NOT BE USED BY PERSONS IN JURISDICTIONS WHERE ACCESS TO OR USE OF THE WEBSITE OR ANY PART OF IT MAY BE ILLEGAL OR PROHIBITED. IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE WHETHER YOUR USE OF THE WEBSITE IS LAWFUL, AND YOU MUST COMPLY WITH ALL APPLICABLE LOCAL LAWS.

IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR ARE NOT AUTHORIZED OR DO NOT HAVE LEGAL STANDING TO AGREE TO AND ACCEPT THIS AGREEMENT, YOU MAY NOT USE THE WEBSITE.

WEBSITE MODIFICATIONS

You acknowledge and agree that Spruce.ca reserves the right at any time to modify or discontinue the whole, or any part of, the Website and Services, without notice to you, and that Spruce.ca will not be responsible or liable, directly or indirectly, to you or any other person in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such modifications or discontinuance.

NO ADVICE OR SOLICITATION

THE WEBSITE AND SERVICES ARE PROVIDED FOR CONVENIENCE AND INFORMATIONAL PURPOSES ONLY. THE WEBSITE AND SERVICES ARE NOT INTENDED TO BE A COMPREHENSIVE OR DETAILED STATEMENT CONCERNING ANY MATTERS ADDRESSED, AND SHOULD NOT BE USED OR CONSTRUED AS AN OFFER TO SELL, A SOLICITATION OF AN OFFER TO BUY, OR AN ENDORSEMENT, RECOMMENDATION, OR SPONSORSHIP OF, ANY PRODUCT OR SERVICE. YOU SHOULD APPLY YOUR OWN JUDGMENT IN MAKING USE OF ANY SERVICES OR CONTENT PROVIDED ON OR THROUGH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE USE OF ANY INFORMATION CONTAINED THEREIN AS THE BASIS FOR ANY CONCLUSIONS. YOU BEAR RESPONSIBILITY FOR YOUR OWN RESEARCH AND DECISIONS REGARDING THE PURCHASE OF ANY PRODUCT OR SERVICE. Spruce.ca DOES NOT PROVIDE OR GUARANTEE ANY ADVICE REGARDING THE SUITABILITY OR POTENTIAL VALUE OF ANY PARTICULAR PRODUCT OR SERVICE.

ERRORS OR INACCURACIES

Spruce.ca employs its reasonable efforts to provide current and accurate information on the Website but the Website will from time to time contain errors or inaccuracies. Spruce.ca makes no representation or warranty whatsoever regarding the accuracy of the information accessible on or through the Website, in particular any information regarding deals or other promotions for any product or service. Spruce.ca cannot guarantee that goods or services advertised on the Website will be available on any terms and conditions (including price) described on or through the Website at any time. Further, Spruce.ca reserves the right to change the content available on and through the Website at any time without notice and without incurring any liability to you or any other person.

PRIVACY

Spruce.ca collects, uses, and discloses your personal information in accordance with its Privacy Statement. By accepting this Agreement, and each time you use the Website, you consent to Spruce.ca's collection, use and disclosure of your personal information in accordance with the Privacy Statement

DISCLAIMERS

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK.

THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION, WARRANTY OR CONDITION REGARDING THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY MATERIAL, INFORMATION, PRODUCT, OR SERVICE CONTAINED ON OR ACCESSIBLE THROUGH THE WEBSITE. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Spruce.ca MAKES NO CONDITION, REPRESENTATION OR WARRANTY THAT: THE WEBSITE WILL BE COMPATIBLE WITH YOUR COMPUTER AND SOFTWARE; THE WEBSITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; THE INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE WILL BE ACCURATE, COMPLETE, OR TIMELY; THE USE OF THE WEBSITE, INCLUDING THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; THE TRANSMISSION OF INFORMATION TO AND FROM THE WEBSITE WILL BE SECURE; OR THE USE OF THE WEBSITE WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON.

FURTHER, THROUGH YOUR USE OF THE WEBSITE AND SERVICES, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OTHER PERSONS. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. Spruce.ca IS NOT A PARTY TO ANY SUCH TRANSACTIONS AND DISCLAIMS ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.

DISCLAIMER OF THIRD PARTY TRANSACTIONS AND CONTENT

The Website includes promotional information and advertisements relating to products and services of third parties ("Third Party" or "Third Parties") and may provide links to websites operated by third parties ("Third Party Site(s)"). Spruce.ca is an independent operation and does not endorse, and makes no representation or warranty in respect of: (a) any product or service of a Third Party; (b) any Third Party Site; or (c) any information, content, product or service available on or through a Third Party Site. Any correspondence, advertisement, purchase or promotion in relation to a Third Party, including without limitation the delivery of and the payment for Third Party products and/or services, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable Third Party. Spruce.ca has no liability, obligation or responsibility in relation to any such correspondence, purchase, promotion or other dealing between you and any such Third Party. Spruce.ca provides links to Third Party Sites only as a convenience. Spruce.ca has no control over, and is not responsible for, any Third Party Sites, or other linked sites, and their content. You agree that it is your responsibility to review and evaluate all the content on such Third Party Sites, and that any and all risk associated with the use of, or reliance on, such content rests with you. Links do not imply that Spruce.ca sponsors, endorses, or is affiliated or associated with any Third Party, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links. Spruce.ca shall not be responsible or liable, directly or indirectly, for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any content on any Third Party Site. Without limiting the foregoing, as between you and Spruce.ca, the provisions of this Agreement under the sections headed Disclaimer, Limitation of Liability, and Indemnity apply, with all necessary modifications, to your dealings with any Third Parties and/or access to, and use of, any Third Party Sites.

LIMITATION OF LIABILITY

Spruce.ca WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR ANY DAMAGES FOR LOSS OF USE, PRODUCTION, INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), SAVINGS OR GOODWILL, ECONOMIC LOSS, OR OTHER INTANGIBLE LOSS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR THE SERVICES (INCLUDING THE USE, INABILITY TO USE , OR PERFORMANCE OF THE WEBSITE OR ANY SERVICES), AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY Spruce.ca, ITS EMPLOYEE OR REPRESENTATIVES, AND NOTWITHSTANDING THAT Spruce.ca MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES.

YOU EXPRESSLY ACKNOWLEDGE THAT Spruce.ca HAS ENTERED INTO THIS AGREEMENT, AND HAS AND WILL MAKE THE WEBSITE AND SERVICES AVAILABLE TO YOU, IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND Spruce.ca. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF, A FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT.

PLEASE NOTE THAT THE EXCLUSION OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED BY LEGISLATION IN SOME JURISDICTIONS. SUCH LEGISLATIVE LIMITATIONS MAY APPLY TO YOU.

INDEMNITY

You agree to defend, indemnify and hold Spruce.ca, its affiliates, suppliers, licensors, licensees, co-branders, information providers, service providers, partners, directors, officers, employees, agents and other related parties, harmless from and against any and all liabilities, claims, costs and expenses, including without limitation reasonable attorneys' fees and expenses, in connection with any claim or demand arising from, related to, or in connection with, your: (a) violation of this Agreement, (b) use of the Website or any of the Services, or (c) placement, posting or transmission of any message, information, software or other content on or through the Website. Further, you will assist and cooperate as fully as reasonably required by Spruce.ca in the defense of any such claim or demand.

INTELLECTUAL PROPERTY

Spruce.ca, and applicable third parties, hold all right, title, and interest in and to the Website and associated content available on or through the Website, including without limitation all information in text, graphical, video and audio formats, images, icons, designs, software, applications ("Content"). You acknowledge that the Content is protected by Canadian and international copyright, patent, trademark, and other applicable intellectual property laws. You may print or download the pages of the Website solely for your lawful and personal use provided that you do not modify any of the Website pages or other Content and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers. Notwithstanding the foregoing, your use of the Website does not grant or transfer to you any ownership or other rights in the Website or any Content, and except as expressly provided, nothing herein or within the Website or any of the Services shall be construed as conferring to you or any other person any license under any of Spruce.ca's or any third party's intellectual property rights (whether by estoppel, implication, waiver, or otherwise), including without limitation any right to copy, download, display, perform, reproduce, distribute, modify, edit, alter or enhance any of the Content in any manner.

LINKING AND FRAMING

Spruce.ca permits other websites to link to the Website but the framing of the Website or any of its content in any form and by any method is strictly prohibited. Further and notwithstanding the foregoing, Spruce.ca reserves the right to cancel and revoke the permission to any party to link to the Website at any time, for any reason, without any notice, and without any liability to such party or any other person. If you have any questions about linking to the Website, please contact webmaster@Spruce.ca

COPYRIGHT NOTICE

All information and content contained on, or made available over, the Website are subject to copyright protection: ©Copyright 2001 - 2009 Spruce.ca. All rights reserved. Any copying, republication or redistribution of such content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of a duly authorized representative of Spruce.ca.

TRADEMARKS

 Any use of any of the marks appearing on the Website without the express written consent of Spruce.ca or the owner of the mark, as appropriate, is strictly prohibited.

SUBMISSIONS

You hereby grant Spruce.ca a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, and unrestricted license to use, copy, adapt, transmit, publicly display and perform, distribute and create compilations and derivative works from, any and all content (in any format or media) you post on, or otherwise submit to, the Website ("Submission"), including any messages on Spruce.ca forums or discussion groups. You agree that Spruce.ca may preserve and disclose any Submission or other information associated with you or your account where required to do so by law or where such preservation or disclosure is reasonably believed by Spruce.ca to be necessary to ensure compliance with the law, enforce the Agreement or protect the rights and interests of Spruce.ca.

GOVERNING LAW AND JURISDICTION

Spruce.ca controls and operates the Website from Ontario, Canada and makes no representation that the materials are appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all Services and other materials found on this Website are solely directed to individuals, companies or other entities located in Canada. If you use this Website from outside Canada, you are entirely responsible for compliance with applicable local laws. This Agreement, your use of the Website, and all related matters shall be governed solely by the laws of the Province of Ontario, Canada and the applicable federal laws of Canada, without regard to the conflicts of law provisions of any jurisdiction. You hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in relation to all disputes arising from or related to this Agreement, your use of the Website and any related matters.

TERMINATION

If you breach any provision of this Agreement, you may no longer use the Website. Spruce.ca may, in its sole discretion, change, suspend or terminate, temporarily or permanently, the Website or any part of it or any of its features at any time, for any reason, without any notice or liability to you or any other person. If this Agreement or your permission to use the Website is terminated by you or Spruce.ca for any reason, this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the Website and anything connected with, relating to or arising from such use. If you are dissatisfied with the Website, any of the Services, or with this Agreement, including any terms, conditions, rules, policies, guidelines, or practices of Spruce.ca in operating the Website and the Services, your sole and exclusive remedy is to discontinue using the Website and the Services. The Disclaimers, Limitation of Liability, and Indemnity provisions in this Agreement shall survive any termination of this Agreement.

MISCELLANEOUS