Terms of Service

These Terms of Service ("Terms") form a legally binding agreement between you and Emira Studio OÜ, an Estonian private limited company, registry code 16939876, registered office at Tallinn, Estonia ("Spruvly", "we", "us"), governing your access to and use of the website at spruvly.com and all related subdomains, applications, and services (the "Platform").

By creating an account, posting content, or otherwise using the Platform, you accept these Terms in full. If you do not agree, you must not use the Platform.

1. What Spruvly is — and is not

1.1. Spruvly is a neutral technology platform that allows independent users — including builders, founders, companies, and sponsors — to create profiles, publish work, discover each other, communicate, and (where applicable) transact with one another.

1.2. Spruvly is not a party to any agreement, proposal, project, pledge, donation, gig, brief, contract, or transaction made or arranged through the Platform. Spruvly does not employ, contract, endorse, vouch for, verify the credentials of, or supervise any user. Users transact, collaborate, and contract at their own risk and discretion.

1.3. Spruvly does not provide legal, financial, tax, employment, accounting, or professional advice. Any information displayed on the Platform is informational only.

1.4. "Founder's Terms" displayed on projects, "Builder Offerings", "Brief Requirements", "Pledge Messages", "Endorsement Reasoning", "Sponsor Pool descriptions", and any other user-supplied content describe the intentions, beliefs, or offers of the user who posted them. Spruvly does not enforce, guarantee, mediate, or arbitrate any such content. Disputes between users — including disputes over equity, IP, attribution, deliverables, refunds, or anything else — are between those users and must be resolved by them directly.

2. Eligibility

2.1. You must be at least 18 years old (or the age of majority in your jurisdiction, whichever is higher) and legally capable of entering into binding contracts to use the Platform.

2.2. You must not be located in, ordinarily resident in, or a national of any country subject to a comprehensive EU sanctions embargo, and you must not be listed on any EU or UN sanctions list.

2.3. Companies and other legal entities may use the Platform through duly authorized natural persons; that natural person accepts these Terms on behalf of the entity and warrants their authority to do so.

3. Account, handles, and verification

3.1. You are responsible for safeguarding your login credentials and for all activity that occurs under your account. Notify us promptly at [email protected] if you suspect unauthorized access.

3.2. Your "handle" (your spruvly.com/u/<handle> path) is allocated on a first-come basis. We may reclaim handles that infringe third-party rights, impersonate other persons or brands, are offensive, or have been dormant for more than 24 months.

3.3. Email verification is required to publish public content, post proposals, or interact with paid features. Verification does not constitute endorsement.

4. User content and intellectual property

4.1. You retain ownership of the content you post to the Platform ("User Content").

4.2. By posting User Content, you grant Spruvly a worldwide, non-exclusive, royalty-free, sub-licensable, fully paid-up licence to host, store, reproduce, display, perform, adapt, translate, distribute, and otherwise use the User Content solely for the purposes of operating, providing, securing, marketing, and improving the Platform — including but not limited to displaying it to other users, indexing it for search, generating preview images, including it in newsletters, and showing it in case studies for as long as the User Content is publicly available on the Platform plus a reasonable archive period.

4.3. You warrant that you own or have all necessary rights to the User Content you post, that it does not infringe any third-party intellectual property, privacy, publicity, or other rights, and that it complies with applicable law. You are solely responsible for your User Content.

4.4. All Platform elements other than User Content — including code, design, brand marks, the name "Spruvly", the spruvly. wordmark, the AI matcher methodology, text written by Spruvly, and the database schema — are the exclusive property of Emira Studio OÜ. You may not copy, reproduce, reverse engineer, scrape, or create derivative works from any part of the Platform without our prior written consent.

4.5. If you believe content on the Platform infringes your intellectual property, submit a notice to [email protected] with sufficient detail to identify the work and your rights. We will review and may remove allegedly infringing content at our sole discretion.

5. Prohibited conduct

You agree not to use the Platform to:

5.1. post content that is unlawful, fraudulent, deceptive, defamatory, obscene, sexually explicit, harassing, threatening, or that incites hatred against any group;

5.2. impersonate any person or entity, or misrepresent your affiliation, credentials, or experience;

5.3. offer or solicit services that are illegal in any applicable jurisdiction, including but not limited to unlicensed financial services, gambling, weapons, controlled substances, malware, sanctions evasion, or AI-generated content designed to deceive (e.g. deepfake political content);

5.4. circumvent, disable, or otherwise interfere with security-related features of the Platform — including rate limits, CAPTCHA, or moderation systems;

5.5. scrape, crawl, or programmatically extract data from the Platform other than through publicly documented APIs and within rate limits we have published;

5.6. use the Platform to spam, harvest contact information, or send unsolicited commercial communications;

5.7. attempt to negotiate, accept, or pay for Platform-facilitated work off-platform with the purpose of avoiding fees we are entitled to receive (the "fee circumvention" rule);

5.8. create multiple accounts to manipulate reactions, endorsements, pledges, or the AI matcher;

5.9. upload, transmit, or distribute viruses, malware, or any code designed to interrupt, destroy, or limit the functionality of any software, hardware, or telecommunications equipment.

Violation of this Section 5 entitles us to suspend or terminate your account and remove offending content immediately and without notice.

6. Transactions between users

6.1. Where the Platform facilitates payments between users (for example, brief payments, pledge conversions, or sponsor grants), Spruvly acts solely as a technology intermediary. Payment processing is performed by Stripe Payments Europe Limited ("Stripe") under Stripe's own terms.

6.2. Quality of deliverables, fitness for purpose, accuracy of work descriptions, timeliness of delivery, IP transfer, tax compliance, and any other matter relating to the underlying transaction are entirely between the transacting users. Spruvly disclaims all responsibility for such matters to the fullest extent permitted by law.

6.3. "Pledges" displayed on projects are non-binding statements of intent in their default state. A pledge becomes a payable amount only when (a) the founder marks a milestone as hit, (b) the pledger affirmatively initiates a Stripe Checkout, and (c) Stripe successfully captures the payment. Until all three occur, no monetary obligation exists on either side, and either party may withdraw without liability.

6.4. Pledges are not donations, investments, securities, equity, debt, profit-sharing arrangements, futures, options, or any form of regulated financial instrument. They are voluntary intent signals that may optionally convert to a payment. They confer no ownership, voting, dividend, or repayment rights.

6.5. Brief Payments and Convertible Pledge Conversions flow via Stripe Connect from the payer's funding source to the recipient's connected Stripe account, less Stripe's processing fees and Spruvly's platform fee (as published on /pricing). Refunds, chargebacks, and reversals are governed by Stripe's policies and the underlying agreement between the transacting users; Spruvly is not the merchant of record for these transactions.

7. Fees, subscriptions, and refunds

7.1. Fees, where applicable, are published at /pricing and may include subscription fees, boost fees, platform fees on transactions, and management fees on sponsor pools. All fees are quoted in EUR and exclude applicable VAT.

7.2. Subscription fees (PRO plans) renew automatically until cancelled. You may cancel at any time through your Stripe Customer Portal; cancellation takes effect at the end of the current billing period. We do not provide refunds for partial billing periods, except where required by mandatory consumer protection law.

7.3. Boost fees and other one-time payments are non-refundable once the boost has commenced, except where required by mandatory consumer protection law.

7.4. EU consumer 14-day withdrawal right. If you are a consumer (a natural person acting outside any trade, business, craft, or profession) ordinarily resident in the European Union, you have the right to withdraw from a distance contract with us within 14 days from contract conclusion, without giving any reason. You expressly request immediate provision of the digital services on signup, and you acknowledge that you lose your withdrawal right once we have commenced providing the digital service. To exercise the withdrawal right, contact us at [email protected] within the 14-day window.

7.5. We may change fees at any time. Changes affecting active subscriptions take effect at the start of the next billing period after we notify you. Continued use after the effective date constitutes acceptance of the new fees.

8. Moderation and termination

8.1. We may at our sole discretion remove content, suspend or terminate accounts, withhold features, or refuse service to any user, with or without notice — particularly where we believe a user has violated these Terms, applicable law, or the rights of any third party, or where we deem termination necessary to protect the Platform, other users, or Spruvly.

8.2. Endorsements, projects, and other moderated content are subject to review under our published Community Guidelines at /legal/safety. Moderation decisions are final and not subject to appeal beyond the contact path described therein.

8.3. Upon termination, your right to access the Platform ends immediately. Sections 4 (IP), 5 (Prohibited Conduct), 9 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 13 (Governing Law), and any other provision which by its nature should survive, will survive termination.

9. Disclaimer of warranties

9.1. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF DATA, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

9.2. We do not warrant that the Platform will be uninterrupted, error-free, secure, free of harmful components, or that any defect will be corrected. You assume sole risk of using the Platform.

9.3. AI features. The AI matcher at /find and any other AI-assisted features produce informational suggestions only. AI output is generated by third-party large language models and may be incorrect, incomplete, biased, or misleading. You must independently verify any AI-derived information before relying on it. Spruvly disclaims all responsibility for decisions made on the basis of AI output.

9.4. Spruvly does not verify the identity, skills, work quality, financial capacity, or representations of any user. The absence of a "Verified" badge does not imply that a user is unverified; the presence of such a badge means only that Spruvly has, at a single point in time, taken some verification step we deem appropriate — it is not a guarantee of any current fact.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable mandatory law (including but not limited to liability for death, personal injury caused by negligence, fraud, or gross negligence).

10. Limitation of liability

10.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPRUVLY, ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF SPRUVLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. Our aggregate liability to you for any and all claims arising under or in connection with these Terms or your use of the Platform is limited, to the fullest extent permitted by applicable law, to the greater of (a) the total fees paid by you to Spruvly during the twelve (12) months preceding the event giving rise to the claim, and (b) EUR 100.

10.3. Without limiting the foregoing, Spruvly will not be liable for any loss or damage arising from (a) any transaction, communication, dispute, agreement, or relationship between users; (b) any act or omission of any user, including misrepresentation, breach of contract, or unlawful conduct; (c) any AI output, search result, or algorithmic ranking displayed on the Platform; (d) any interruption or downtime of the Platform, third-party services, or internet infrastructure; (e) any unauthorized access to or use of your account by reason of your own failure to secure credentials.

11. Indemnification

You agree to defend, indemnify, and hold harmless Spruvly and its directors, employees, agents, affiliates, and licensors from and against any and all claims, demands, actions, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or connected with (a) your User Content; (b) your use of the Platform; (c) your violation of these Terms; (d) your violation of any law or third-party right; or (e) any dispute between you and any other user.

12. Independent users; no employment

Nothing in these Terms creates any employment, agency, partnership, joint venture, franchise, or fiduciary relationship between Spruvly and any user. Users who provide services or receive payment through the Platform do so as fully independent parties. Each user is responsible for their own taxes, social contributions, insurance, regulatory licences, and compliance.

13. Governing law and disputes

13.1. These Terms are governed by the laws of the Republic of Estonia, without regard to its conflict-of-laws principles, and without prejudice to any mandatory consumer protection rights of consumers ordinarily resident in the European Union.

13.2. Any dispute, controversy, or claim arising out of or relating to these Terms — including the existence, validity, interpretation, performance, breach, or termination thereof — will be submitted to the exclusive jurisdiction of the Harju County Court (Harju Maakohus) in Tallinn, Estonia. Consumers ordinarily resident in the EU retain the right to bring proceedings in their country of residence.

13.3. Before bringing any claim, you agree to contact us at [email protected] and attempt to resolve the matter informally for at least 30 days.

13.4. European consumers may use the European Commission's Online Dispute Resolution platform at ec.europa.eu/consumers/odr. We are not obliged to participate in any alternative dispute resolution procedure.

14. Digital Services Act (DSA) point of contact

Pursuant to Regulation (EU) 2022/2065 (the Digital Services Act), users, authorities, and any party acting under the DSA may contact Spruvly's single point of contact at [email protected]. Communication is accepted in English. Our moderation principles and report mechanism are published at /legal/safety.

15. Changes to these Terms

We may amend these Terms from time to time. Material changes will be communicated by email or via a prominent notice on the Platform at least 15 days before they take effect. Continued use of the Platform after the effective date constitutes acceptance of the amended Terms.

16. Miscellaneous

16.1. Force majeure. We will not be liable for any delay or failure in performance caused by circumstances beyond our reasonable control.

16.2. Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms freely.

16.3. Severability. If any provision is found unenforceable, the remaining provisions remain in full force; the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving original intent.

16.4. No waiver. Our failure to enforce any right or provision will not be deemed a waiver of that right.

16.5. Entire agreement. These Terms, together with our Privacy Policy, our Community Guidelines, and our Imprint, constitute the entire agreement between you and Spruvly regarding the Platform.

16.6. Language. These Terms are originally drafted in English. Any translation is for convenience; in case of conflict, the English version prevails — except where mandatory consumer protection law requires otherwise.

17. Contact

Emira Studio OÜ · Registry code 16939876 · Tallinn, Estonia
General: [email protected]
Legal: [email protected]
Security: [email protected]
DSA point of contact: [email protected]
Data protection: [email protected]