Privacy Policy

Effective as of January 1, 2024.

This “Privacy Policy” describes how Spruce Biosciences, Inc. (“Spruce”, “we”, “us” or “our”) processes personal information that we collect in connection with the www.sprucebio.com website and any other website that we own or control and which posts or links to this Privacy Policy as well as through social media pages, and other activities described in this Privacy Policy (collectively, the “Service”). Spruce may provide separate privacy policies to individuals in connection with our other activities (e.g., where we sponsor clinical trials). We may also provide additional or supplemental policies in relation to any other specific products or services that we offer at the time we collect personal information.

NOTICE TO EUROPEAN USERS: Please see the Notice to European Users section for additional information for individuals located in the European Economic Area or United Kingdom (which we refer to as “Europe”, and “European” should be understood accordingly) below.

Personal Information We Collect

Information you provide to us. Personal information you provide to us through the Service or otherwise includes:

• Business and personal contact information, such as your first and last name, email and mailing addresses, phone number, professional title and company name.
• Feedback or correspondence, such as information you provide when you contact us with questions, feedback, or otherwise correspond with us online.
• Demographic Information, such as your city, state, country of residence, postal code, and age.
• Usage information, such as information about how you use the Service and interact with us, including information associated with any content you upload to the websites or otherwise submit to us, and information you provide when you use any interactive features of the Service.
• Other information that we may collect which is not specifically listed here, but which we will use in accordance with this Privacy Policy or as otherwise disclosed at the time of collection.

Data from Automatic Data Collection. We, our service providers, and our business partners may automatically log information about you, your computer or mobile device, and your interaction over time with the Service, our communications and other online services.

The information that may be collected automatically includes:

• Device data, such as your computer or mobile device’s operating system type and version, manufacturer and model, browser type, screen resolution, RAM and disk size, CPU usage, device type (e.g., phone, tablet), IP address, unique identifiers, language settings, mobile device carrier, radio/network information (e.g., Wi-Fi, LTE, 3G), and general location information such as city, state or geographic area;
• Online activity data, such as pages or screens you viewed, how long you spent on a page or screen, the website you visited before browsing to the Service, navigation paths between pages or screens, information about your activity on a page or screen, access times and duration of access, and whether you have opened our emails or clicked links within them; and
• Communications interactions data, such as your interactions with our email, text or other communications (e.g., whether you open and/or forward emails) – we may do this through use of pixel tags (which are also known as clear GIFs), which may be embedded invisibly in our emails. Some of our automatic data collection is facilitated by cookies and other technologies.

For more information, see our  Cookie Policy. We will also store a record of your preferences in respect of the use of these technologies in connection with the Service. For information concerning your choices with respect to the use of tracking technologies, see our Cookie Policy.

How We Use Your Personal Information

We may use your personal information for the following purposes and as otherwise described in this Privacy Policy or at the time of collection:

To operate and deliver the Service.  We may use your personal information to:

• provide and operate the Service;
• enable security features of the Service;
• communicate with you about the Service, including by sending you announcements, updates, security alerts, and support and administrative messages;
• provide support and maintenance for the Service; and
• respond to your requests, questions and feedback.

Service personalization, which may include using your personal information to:

• understand your needs and interests,
• personalize your experience with the Service and our Service-related communications, and
• remember your selections and preferences as you navigate webpages.

Service improvement and analytics. We may use your personal information to analyze your usage of the Service, improve the Service, improve the rest of our business, help us understand user activity on the Service, including which pages are most and least visited and how visitors move around the Service, as well as user interactions with our emails, and to develop new products and services. For more information on analytics, see our Cookie Policy. For example, we use Google Analytics for this purpose. You can learn more about Google Analytics and how to prevent the use of Google Analytics relating to your use of our sites here: https://tools.google.com/dlpage/gaoptout?hl=en.

To comply with law.  We may use your personal information as we believe necessary or appropriate to comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities.

For compliance, fraud prevention, and safety.  We may use your personal information and disclose it to law enforcement, government authorities, and private parties as we believe necessary or appropriate to: (a) protect our, your or others’ rights, privacy, safety or property (including by making and defending legal claims); (b) enforce the terms and conditions that govern the Service; (c) protect, investigate and deter against fraudulent, harmful, unauthorized, unethical or illegal activity, including cyberattacks and identity theft; and (d) to audit our internal processes for compliance with legal and contractual requirements or our internal policies.

Data sharing in the context of corporate events, we may share certain personal information in the context of actual or prospective corporate events – for more information, see How We Share your Personal Information, below.

To create aggregated, de-identified and/or anonymized data. We may create aggregated, de-identified and/or anonymized data from your personal information and other individuals whose personal information we collect. We make personal information into de-identified and/or anonymized data by removing information that makes the data identifiable to you. We may use this aggregated, de-identified and/or anonymized data and share it with third parties for our lawful business purposes, including to analyze and improve the Service and promote our business.

Further uses, in some cases, we may use your personal information for further uses, in which case we will ask for your consent to use of your personal information for those further purposes if they are not compatible with the initial purpose for which information was collected.

How We Share your Personal Information

We may share your personal information with the following third parties and as otherwise described in this Privacy Policy, in other applicable notices, or at the time of collection.

Service providers. Third parties that provide services on our behalf or help us operate the Service or our business (such as hosting, information technology, customer support, email delivery, marketing, consumer research and website analytics).

Professional advisors. We may disclose your personal information to professional advisors, such as lawyers, bankers, auditors and insurers, where necessary in the course of the professional services that they render to us.

Business transferees. We may disclose personal information in the context of actual or prospective business transactions (e.g., investments in Spruce, financing of Spruce, public stock offerings, or the sale, transfer or merger of all or part of our business, assets or shares), for example, we may need to share certain personal information with prospective counterparties and their advisers. We may also disclose your personal information to an acquirer, successor, or assignee of Spruce as part of any merger, acquisition, sale of assets, or similar transaction, and/or in the event of an insolvency, bankruptcy, or receivership in which personal information is transferred to one or more third parties as one of our business assets.

For compliance, fraud prevention and safety. We may share your personal information for the compliance, fraud prevention and safety purposes described above.

Your Choices

In this section, we describe the rights and choices available to all users. Users who are located in Europe can find additional information about their rights below.

Opt-out of communications. You may opt-out of marketing-related emails by following the opt-out or unsubscribe instructions at the bottom of the email, or by contacting us. Please note that if you choose to opt-out of marketing-related emails, you may continue to receive service-related and other non-marketing emails.

Cookies. For information about cookies employed by the Service and how to control them, see our Cookie Policy.

Do Not Track. Some Internet browsers may be configured to send “Do Not Track” signals to the online services that you visit. We currently do not respond to “Do Not Track” signals. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.

Choosing not to share your personal information. Where we are required by law to collect your personal information, or where we need to collect personal information to provide certain services, if you do not provide this information when requested (or you later ask to delete it), we may not be able to provide you with those services.

Other sites and services

The Service may contain links to other websites, mobile applications and other online services operated by third parties.  These links are not an endorsement of, or representation that we are affiliated with, any third party.  In addition, our content may be included on web pages or in mobile applications or online services that are not associated with us. We do not control third party websites, mobile applications or online services, and we are not responsible for their actions.  Other websites and services follow different rules regarding the collection, use and sharing of your personal information.  We encourage you to read the privacy policies of the other websites, mobile applications and online services you use.

Security practices

We employ organizational, technical and physical safeguards designed to protect the personal information we collect.  However, security risk is inherent in all internet and information technologies, and we cannot guarantee the security of your personal information.

International data transfers

We are headquartered in the United States and may use service providers that operate in other countries. Your personal information may be transferred to the United States or other locations where privacy laws may not be as protective as those in your state, province, or country.

Users in Europe should read the important information provided below about transfer of personal information outside of Europe.

Children

The Service is not intended for use by anyone under the age of 18.  If you are a parent or guardian of a child from whom you believe we have collected personal information in a manner prohibited by law, please contact us. If we learn that we have collected personal information through the Service from a child without the consent of the child’s parents or guardian as required by law, we will comply with applicable legal requirements to delete the information.

Changes to this Privacy Policy

We reserve the right to modify this Privacy Policy at any time. If we make material changes to this Privacy Policy, we will notify you by updating the date of this Privacy Policy and posting it on the Service or other appropriate means. We may, and if required by law will, also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail or another manner through the Service.

Any modifications to this Privacy Policy will be effective upon our posting the modified version (or as otherwise indicated at the time of posting). In all cases, your use of the Service after the posting of any modified Privacy Policy indicates your acknowledging that the modified Privacy Policy applies to your interactions with the Service and our business.

How to Contact Us

Please direct any questions or comments about this Policy to info@sprucebio.com.

You may also write to us via postal mail at:

Spruce Biosciences, Inc.
Attn: Legal – Privacy
611 Gateway Boulevard
Suite 740
South San Francisco, California 94080 USA

Notice to European users

General

Where this Notice to European users applies. The information provided in this ‘Notice to European users’ section applies only to individuals located in the European Economic Area (EEA) or United Kingdom (UK) (i.e., “Europe” as defined at the top of this Privacy Policy).

Personal information. References to “personal information” in this Privacy Policy should be understood to include a reference to “personal data” as defined in the “GDPR” (i.e., the General Data Protection Regulation 2016/679 (“EU GDPR”)) and the EU GDPR as it forms part of the laws of the United Kingdom (“UK GDPR”) Under the GDPR, “personal data” means information about individuals from which they are either directly identified or can be identified. The personal information that we collect from and about you is described in greater detail in the section ‘Personal Information we Collect’ that is set out above.

Controller. Spruce is the “controller” in respect of the processing of your personal information covered by this Privacy Policy for purposes of the GDPR. See the ‘How to Contact Us’ section above for our contact details.

Our GDPR Representatives. We have appointed the following representatives in Europe as required by the GDPR – you can contact them directly should you wish:

Our legal bases for processing

In respect of each of the purposes for which we use your personal information, the GDPR requires us to ensure that we have a “legal basis” for that use.

Our legal bases for processing your personal information described in this Privacy Policy are listed below.

• Where we need to process your personal information in order to deliver the Service to you, or where you have asked us to take specific action which requires us to process your personal information (“Contractual Necessity”).
• Where it is necessary for our legitimate interests and your interests and fundamental rights do not override those interests (“Legitimate Interests”). More detail about the specific legitimate interests pursued in respect of each Purpose we use your personal information for is set out in the table below.
• Where we need to comply with a legal or regulatory obligation (“Compliance with Law”).
• Where we have your specific consent to carry out the processing for the Purpose in question (“Consent”).

We have set out below, in a table format, the legal bases we rely on in respect of the relevant Purposes for which we use your personal information – for more information on these Purposes and the data types involved, see the ‘How we use your personal information’ section above and the description of associated data sharing relevant to such purposes set out in the ‘How we share your personal information’ section also above.

Retention
We retain personal information for as long as necessary to fulfil the purposes for which we collected it, including for the purposes of satisfying any legal, accounting, or reporting requirements, to establish or defend legal claims and generally to Comply with Law.

To determine the appropriate retention period for personal information, we consider the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes for which we process your personal information and whether we can achieve those purposes through other means, and the applicable legal requirements.

Other information

No obligation to provide personal information. You do not have to provide personal information to us. However, where we need to process your personal information either to comply with applicable law or to deliver our Service to you, and you fail to provide that personal information when requested, we may not be able to provide some or all of our Service to you. We will notify you if this is the case at the time.

No sensitive information. We ask that you not provide us with any sensitive personal information (e.g., social security numbers, information related to racial or ethnic origin, political opinions, religion or other beliefs, health, criminal background or trade union membership, or biometric or genetics characteristic other than as requested by us as part of the Service) on or through the Service, or otherwise to us. If you provide us with any such sensitive personal information to us when you use the Service, you must consent to our processing and use of such sensitive personal information in accordance with this Privacy Policy. If you do not consent to our processing and use of such sensitive personal information, you must not submit such sensitive personal information through our Service.

No automated decision-making and profiling. As part of the Service, we do not engage in automated decision-making and/or profiling, which produces legal or similarly significant effects. We provide our analysis to our business customers and our business customers make decisions that may affect you.

Your additional rights

General. European data protection laws may give you certain rights regarding your personal information in certain circumstances. If you are located in Europe, you may ask us to take the following actions in relation to your personal information that we hold:

• Access. Provide you with information about our processing of your personal information and give you access to your personal information.
• Correct. Update or correct inaccuracies in your personal information.
• Delete. Delete your personal information where there is no good reason for us continuing to process it – you also have the right to ask us to delete or remove your personal information where you have exercised your right to object to processing (see below).
• Transfer. Transfer to you or a third party of your choice a machine-readable copy of your personal information which you have provided to us.
• Restrict. Restrict the processing of your personal information, for example if you want us to establish its accuracy or the reason for processing it.
• Object. Object to our processing of your personal information where we are relying on Legitimate Interests – you also have the right to object where we are processing your personal information for direct marketing purposes.
• Withdraw Consent. When we use your personal information based on your consent, you have the right to withdraw that consent at any time.

Exercising These Rights. You may submit these requests by contacting us using the details shown above. We may request specific information from you to help us confirm your identity and process your request. Whether or not we are required to fulfill any request you make will depend on a number of factors (e.g., why and how we are processing your personal information), if we reject any request you may make (whether in whole or in part) we will let you know our grounds for doing so at the time, subject to any legal restrictions. Typically, you will not have to pay a fee to exercise your rights; however, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. We try to respond to all legitimate requests within a month of receipt. It may take us longer than a month if your request is particularly complex or if you have made a number of requests; in this case, we will notify you and keep you updated.

Your Right to Lodge a Complaint with your Supervisory Authority. Although we urge you to contact us first to find a solution for any concern you may have, in addition to your rights outlined above, if you are not satisfied with our response to a request you make, or how we process your personal information, you can make a complaint to the data protection regulator in your habitual place of residence.

• For users in the European Economic Area – the contact information for the data protection regulator in your place of residence can be found here: https://edpb.europa.eu/about-edpb/board/members_en
• For users in the UK – the contact information for the UK data protection regulator can be found here: https://ico.org.uk/make-a-complaint/

Data Processing outside Europe

We are a U.S.-based company and many of our service providers, advisers, partners or other recipients of data are also based in the U.S. This means that, if you use the Service, your personal information will necessarily be accessed and processed in the U.S. It may also be provided to recipients in other countries outside Europe.

Where we share your personal information with third parties who are based outside Europe, we try to ensure a similar degree of protection is afforded to it by making sure one of the following mechanisms is implemented:

• Transfers to territories with an adequacy decision. We may transfer your personal information to countries or territories whose laws have been deemed to provide an adequate level of protection for personal information by the European Commission or UK Government (as and where applicable) (from time to time) or under specific adequacy frameworks approved by the European Commission or UK Government (as and where applicable) (from time to time), such as the EU-U.S. Data Privacy Framework or the UK Extension thereto.
• Transfers to territories without an adequacy decision.
  • We may transfer your personal information to countries or territories whose laws have not been deemed to provide such an adequate level of protection (e.g., the U.S.).
  • However, in these cases:
    • we may use specific appropriate safeguards, which are designed to give personal information effectively the same protection it has in Europe – for example, standard-form contracts approved by relevant authorities for this purpose; or
    • in limited circumstances, we may rely on an exception, or ‘derogation’, which permits us to transfer your personal information to such country despite the absence of an ‘adequacy decision’ or ‘appropriate safeguards’ – for example, reliance on your explicit consent to that transfer.

You may contact us using the details shown above if you want further information on the specific mechanism used by us when transferring your personal information out of Europe.