Spruce Debit Card Digital Wallet Agreement

1. Definitions.  For purposes of this Digital Wallet Agreement (except as otherwise provided in the Arbitration Agreement in Section 23 of your Spending Account Agreement), these terms have the following meanings. 

a. “Device” means an electronic device such as a mobile phone, tablet or smart watch.  

b. “Digital Wallet” is a service that allows you to use your Spruce Card on a Device in an electronic format without presenting the physical Spruce Card.  Apple Pay® and Google Pay® are examples of Digital Wallets.

c. “Digital Wallet Agreement” means this Spruce Debit Card Digital Wallet Agreement.

d. “Digital Wallet Provider” means the provider of the Digital Wallet, as applicable.  

e. “Pathward” means Pathward, National Association, Member FDIC.  

f. “Online and Mobile Services Agreement” means the Spruce Online and Mobile Services Agreement.  

g. “Spending Account” or “Spruce Spending Account” means the demand deposit checking account established for you at Pathward.

h. “Spending Account Agreement” means the Spruce Spending Account Agreement to which you agreed when you opened your Spending Account.  

i. “Spruce Card” means the Spruce Debit Card, issued by Pathward, that may be used to access funds in your Spending Account.  

j. “We” or “us” refers to Pathward, together with its third-party service providers (including program manager Emerald Financial Services, LLC, an H&R Block company), as applicable.

k. “You” and “Your” means each person with access to your Spruce Card and Spending Account.

2. Digital Wallet Agreement. By adding your Spruce Card to a Digital Wallet or initiating a transaction with your Spruce Card using a Digital Wallet, you agree to the terms and conditions contained in this Digital Wallet Agreement.  This Digital Wallet Agreement supplements your Spending Account Agreement, and all of the terms of your Spending Account Agreement continue to apply.  Similarly, all other terms relating to your Spruce Spending Account to which you have separately agreed, such as the Online and Mobile Services Agreement, continue to apply.  If any term of this Digital Wallet Agreement conflicts with the Spending Account Agreement or the Online and Mobile Services Agreement, the Spending Account Agreement or the Online and Mobile Services Agreement, as applicable, will control.  Your use of a Digital Wallet is also governed by the terms and conditions of the Digital Wallet Provider and other third parties such as wireless companies or data service providers.

3. Adding your Spruce Card to a Digital Wallet.  We will determine, in our discretion, if your Spruce Card is eligible for enrollment in a Digital Wallet.  If your Spruce Card is eligible, you may add it to a Digital Wallet by following the instructions of your Digital Wallet Provider.  By adding your Spruce Card to a Digital Wallet and authenticating and using it with a merchant, you are authorizing payment with your Spruce Card.  You will only be allowed to use your Spruce Card for transactions where the Digital Wallet is accepted, which may not be all places where your Spruce Card is accepted.  You are solely responsible for following the instructions of your Digital Wallet Provider for adding and maintaining your Spruce Card in the Digital Wallet.

4. Security.  After you enroll your Spruce Card into a Digital Wallet, you should secure your Device with the same care you would your Spruce Card.  If you share your Device credentials with any other person or fail to secure the Device, another person may be able to use your Device and get access to the Digital Wallet. You should call us immediately at 855-977-7823 if you believe that your Device or authentication credentials have been lost, stolen or compromised in any way, or if an unauthorized person has used or may use your credentials without your authorization. The Digital Wallet Provider is responsible for the security of information provided to it or stored in the Digital Wallet. We are not responsible if there is a security breach affecting any information stored in the Digital Wallet. 

5. Use of your information.  You agree that we may collect, transmit, store and use technical, location and login or other personal information about you and your use of the Spruce Card through a Digital Wallet. You understand that the Digital Wallet Provider, its affiliates and subcontractors, and any applicable payment network branded on your Spruce Card, as well as its affiliates, agents and subcontractors, will have access to certain details of your transactions made using a Digital Wallet. You authorize us to share non-personal information with the Digital Wallet provider to improve our services and the Digital Wallet. We do not control the privacy and security of your information that may be held by the Digital Wallet provider. You should carefully review the Digital Wallet Provider’s agreements and disclosure relating to its use of your information.  We are not responsible for the accuracy or completeness of any information or transaction history that the Digital Wallet Provider makes available to you. 

6. Fees.   We do not charge you any additional fees for adding your Spruce Card to a Digital Wallet or using a Digital Wallet to pay for a transaction using your Spruce Card, but any applicable fees and charges that apply to your Spruce Card will also apply when you use a Digital Wallet to access your Spruce Card. 

7. Nature of Third-Party Digital Wallet.  We do not control your Digital Wallet Provider and we do not provide any Digital Wallet to you; we simply permit you to choose to add your Spruce Card to certain Digital Wallets. Our sole responsibility with respect to a transaction on your Spruce Card through the Digital Wallet is to exchange information with the Digital Wallet Provider as necessary to process Spruce Card transactions through the Digital Wallet.  We are not responsible for any failure of the Digital Wallet or your inability to use the Digital Wallet for any transaction.  We are not responsible for any loss, injury, or inconvenience you may suffer as a result of using your Spruce Card in a Digital Wallet or from a merchant refusing to accept payment from a Digital Wallet. We are not responsible for the performance or non-performance of the Digital Wallet Provider or any other third parties that may impact your use of the Digital Wallet, such as your Device provider or telecommunications provider.  We are not responsible for the security or privacy practices of the Digital Wallet Provider. Use of a Digital Wallet involves the electronic transmission of personal information through third party connections over which we have no control and, therefore, we cannot guarantee the privacy or security of such transmissions. You should contact the Digital Wallet Provider if you have any problems or need assistance with the Digital Wallet. 

8. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN THIS DIGITAL WALLET AGREEMENT OR AS REQUIRED BY APPLICABLE LAW, ANY SERVICES WE PROVIDE TO ENABLE YOU TO USE YOUR SPRUCE CARD IN A DIGITAL WALLET ARE PROVIDED TO YOU “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE ARE NOT RESPONSIBLE FOR ANY COST, LOSS, INJURY OR DAMAGE (WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, INCLUDING ATTORNEYS' FEES AND LOST PROFITS, EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES) CAUSED BY THE DIGITAL WALLET OR THE USE THEREOF, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR OR ANY CLAIM ARISING OUT OF THE USE OF THE DIGITAL WALLET ON YOUR DEVICE.

9. Indemnification. Unless caused by our intentional misconduct or gross negligence, you agree, to the extent permitted by applicable law, to indemnify, defend and hold harmless Pathward and our third-party service providers (including Emerald Financial Services, LLC), as well as our or their respective direct and indirect parents, subsidiaries, affiliates, officers, directors, employees, consultants, agents, service providers, licensors, successors, assigns, and the franchisees of any of them, from any and all liabilities, damages, expenses and costs (including attorneys' fees) arising from third-party claims, disputes, actions or allegations, including those related to infringement, misuse, or misappropriation of information or otherwise, in connection with your use of a Digital Wallet, your violation of any law or rights of a third party, or related activity.

10. Arbitration.  The Arbitration Agreement in Section 23 of your Spending Account Agreement applies to disputes that arise out of or relate to this Digital Wallet Agreement, unless you opt out of the Arbitration Agreement as provided in Section 23 of your Spending Account Agreement.   

11. Removing your Spruce Card from a Digital Wallet. You must follow the instructions of your Digital Wallet Provider to remove your Spruce Card from the Digital Wallet. You are solely responsible for removing your Spruce Card from the Digital Wallet or terminating your agreement with the Digital Wallet Provider. Except as otherwise required by applicable law, we reserve the right to restrict, suspend or terminate your use of your Spruce Card with a Digital Wallet at any time without notice and for any reason. We will not be liable to you or any third party for any restriction, suspension or termination of your use of your Spruce Card with a Digital Wallet. You are responsible for deleting your Spruce Card and Digital Wallet login information from your Device if they are not in use and/or you will no longer be the owner of your Device.

12. Modification and termination of this Digital Wallet Agreement. We may modify or terminate this Digital Wallet Agreement at any time without notice to you, except to the extent notice is required by law. When we make changes, we will update this Digital Wallet Agreement and post the revised Digital Wallet Agreement within the Spruce App or online at SpruceMoney.com or by update to your Digital Wallet, unless an immediate change is necessary to maintain the security of our systems. Use of your Spruce Card in your Digital Wallet after any changes to your Digital Wallet Agreement indicates your agreement to the changes. If you do not agree to the changes, you must discontinue using your Spruce Card in your Digital Wallet.