Spruce Online and Mobile Services Agreement

2. The Services.

2.1 This Online and Mobile Services Agreement. By using the Services, you are agreeing to all terms and conditions in this Online and Mobile Services Agreement. You represent that you are at least 18 years old (or 19 if you live in Nebraska or Alabama) and are otherwise able to lawfully enter into this Agreement.

2.2 Your Ability to Use the Services. You are responsible for all transactions you authorize using the Services. We reserve the right to refuse to make any transaction. You understand that all Services may not be available to you at all times, and that certain restrictions may apply to your use of the Services. We are not responsible for any errors or delays in your ability to use the Services. Not all Services are available through both www.SpruceMoney.com and in the Spruce App.

2.3 Your Other Agreements. This Online and Mobile Services Agreement supplements the terms and conditions of your Spruce Accounts to which you have previously agreed or agree to in the future, including your Spending Account Agreement, your Savings Account Agreement, your Spruce User Agreement, and any other agreements applicable to you and your Spruce Accounts or use of the Services. Your Spruce Accounts will continue to be subject to all agreements that pertain to them. If this Agreement conflicts with your Spending Account Agreement or your Savings Account Agreement, the relevant Spending Account Agreement or Savings Account Agreement will control. Additionally, your use of the Services will be subject to the following:

• any separate terms and conditions governing a particular Service;

• the instructions appearing on a screen when using a Service;

• the Privacy Notices posted on www.SpruceMoney.com;

• the rules and regulations of any funds transfer system used in connection with the Services; and

• any applicable laws and regulations.

2.4 Roles of the Parties. Pathward is a bank that provides you with your Spruce Spending Account and your Spruce Savings Account. Emerald Financial Services, which is part of a family of companies doing business as H&R Block, serves as a program manager for Pathward. Emerald Financial Services and certain of its Affiliates (as applicable, including HRB Digital LLC) have built a financial technology platform that provides you with certain functionality, including access to your bank accounts at Pathward, via your Spruce Electronic Account. Emerald Financial Services and its Affiliates may provide you with other, non-banking services as part of that financial technology platform, in their discretion and as disclosed to you. Emerald Financial Services, HRB Digital, and their Affiliates doing business under the brand name of H&R Block are not banks.

2.5 Fees for the Services. We do not charge a monthly or other fee for accessing the Services. Fees that have been disclosed to you in your Spending Account Agreement continue to apply. Your use of the Services may result in fees being charged by third parties, such as data fees charged by your wireless carrier.

2.6 Modification of the Services. We may modify the Services from time to time in our sole discretion. In the event of modifications, you are responsible for making sure you understand how to use the Services as modified. By continuing your use of the Services or by keeping your Spruce Accounts open, you agree to any changes. You may reject those changes by discontinuing your use of the Services and closing your Accounts. We may also offer additional Services and features from time to time, which will be governed by the terms and conditions in place at the time when you use the new Service or feature.

2.7 Services Availability. We use commercially reasonable efforts to make the Services available for your use with minimal interruptions. However, the Services may be temporarily unavailable for system maintenance. In addition, access to the Services may be interrupted because of conditions beyond our control, including outages in Internet or telecommunications availability. We will use commercially reasonable efforts to reestablish the Services in those instances, but we do not guarantee the Services will always be available for your use. We do not guarantee functionality of the Services on any mobile device or through all web browsers, on all communications networks, in all geographic regions, or at all times. In no event will we be liable to you for unavailability of the Services or your inability to access the Services or particular functions within a Service.

2.8 Third-Party Intellectual Property. We may refer third-party names, trademarks, and logos if associated with your transactions or otherwise associated with your use of your Spruce Accounts, such as to identify merchants where you used your Spruce Card or to identify your third-party bank that you want to link for purposes of funding your Spruce Spending Account. This use does not imply any affiliation between us and these companies. All intellectual property of another company remains the property of its owner.

3. Available Services. The following Services may be available to you in your Spruce Electronic Account when you become eligible, which we determine in our sole discretion. Please see your Spending Account Agreement and Savings Account Agreement for additional information about certain Services, such as limitations on the frequency and amount of transfers. We may stop providing the Services described below at any time in our sole discretion, including if we determine your Spruce Electronic Account is dormant, for security or fraud prevention purposes, or any other reason.

3.1 Account Information. You may use the Services to obtain certain information about your Spruce Accounts, such as your Spending Account balance, the balance of each subaccount in your Savings Account, certain transaction history in your Spruce Accounts, and your recent statements for your Spruce Spending Account and Spruce Savings Account.

3.2 Goals. Your Spruce Savings Account comes with an “Extra Saving” subaccount, which cannot be renamed. You may create up to 2 additional Goals in your Savings Account through your Spruce Electronic Account. You may also manage your Goals through your Spruce Electronic Account, including renaming and closing your 2 additional Goals.

3.3 Transfers. The following categories of transfers may be made via the Services. You must have sufficient funds available in the selected Spruce Account at the time the transfer is initiated. We do not generally allow transfers that we know will exceed the balance in your account, however, you will be responsible for any transfers that do exceed your available balance, as more fully described in your Spending Account Agreement and your Savings Account Agreement. There may be circumstances when transactions are delayed due to system limitations, network timing, or other factors.

(A) Transfers between your Spending and Savings Account. You may use the Services to transfer funds between your Spending Account and a subaccount in your Savings Account.

(B) Moving Money between your Subaccounts. You may use the Services to transfer funds between the subaccounts in your Savings Account, including between Goals and Extra Saving.

(C) Transfers to your Spending Account from your Third-Party Bank Account. You may also be able to transfer funds from your account at another financial institution to your Spending Account via automated clearinghouse (“ACH”) transfer in compliance with Nacha rules. We use Plaid to facilitate the linking of your external bank account to your Spruce Electronic Account, including verification of certain information, such as confirmation of your access to your account at the other financial institution. You may not link an external account to your Spruce Electronic Account unless you are an accountholder on the external account. By proceeding with linking your account, you understand and agree to allow us and Plaid to access information related to your external account. You understand and agree that Plaid’s services are governed by Plaid’s End User Privacy Policy. We do not charge any fee for these transfers, but you should check with your other bank for any of its applicable fees. Availability of such funds is subject to your Spending Account Agreement. Funds may not be available in your Spending Account for up to 5 Business Days after the transfer is initiated. We reserve the right to further delay the availability of deposits funded by ACH debit of an external bank account to allow us time to verify the external account and receive the transferred funds. If you initiate the transfer before 12:45 p.m. Mountain Time (“MT”) on a Business Day, we will consider that day to be the day you initiated your transfer. If you initiate the transfer after 12:45 p.m. MT on a Business Day, we will consider the transfer to be made on the next Business Day.

(D) Transfers From your Spending Account to your Third-Party Bank Account. You may be able to transfer funds from your Spending Account to your linked account at another financial institution via ACH transfer. We use Plaid to facilitate the linking of your external bank account to your Spruce Electronic Account, including verification of certain information, such as confirmation of your access to your account at the other financial institution. You may not link an external account to your Spruce Electronic Account unless you are an accountholder on the external account. By proceeding with linking your account, you understand and agree to allow us and Plaid to access information related to your external account. You understand and agree that Plaid’s services are governed by Plaid’s End User Privacy Policy. We do not charge any fee for these transfers, but you should check with your other bank for any of its applicable fees. Availability of such funds, limits, and other details are outlined in your Spending Account Agreement. Typically transfers can take up to 3 business days, but may take longer depending on the type of linked account. Check with your external account institution for any additional details. We reserve the right to modify or cancel this service at any time, delay the timing of the transfer, or otherwise restrict this feature to mitigate potential loss.

(E) Suspension and Reinstatement of Transfers. In the event we incur a problem with your use of any of the Transfers listed in this Section 3.3, including without limitation a failure to debit any accounts to collect with respect to any of your external transfers as described above, and without limiting any other right or remedy that we may have, we reserve the right to suspend your access to use these Transfers immediately and without prior notice to you. You understand and agree that such action is reasonable for us to take to mitigate any losses. In the event of suspension, we reserve the right in our sole discretion to determine whether your access will be reinstated also without further notice to you.

3.4 Error Resolution, Liability, and Funds Availability. Please see your Spending Account Agreement and your Savings Account Agreement for details on error resolution, liability for unauthorized transfers and funds availability applicable to your Spruce Electronic Account.

3.5 Credit Score. The Credit Score Service is a Service that allows you to view your credit score within your Spruce Electronic Account, along with credit educational tools and resources to help you better understand your credit profile.

(A) Nature of Service. When you sign up for the Credit Score Service, we will provide you with a single instance of your credit score, based on data provided by Experian Consumer Services (“Experian”), a consumer reporting agency. You will not be provided with your full credit report. We and Experian are not responsible for the accuracy or contents of your credit file, including your credit score. Enrolling in the Credit Score Service will not impact your credit score. This is a service available as part of your Spruce Electronic Account and is a separate Service provided by Emerald Financial Services in connection with Experian; it is not a banking product or service provided by Pathward. Similarly, your credit is not pulled in connection with your application for your Spruce Spending Account and Spruce Savings Account, and provision of your credit score within your Spruce Electronic Account will have no impact on your Spending Account or your Savings Account. Your credit score made available to you within your Spruce Electronic Account will be updated approximately once every thirty (30) days.

(B) Nature of Score. The score being provided is based on data provided by Experian. Your lenders, insurers, or other entities accessing your credit report may not use this score when accessing your credit. There is no guarantee of the predictiveness of any particular credit score and how other entities, including lenders, may calculate or use credit scores.

(i) FICO® Credit Score Disclosure. FICO® Scores are developed by Fair Isaac Corporation. The FICO® Score provided to you is based on FICO® Score 8, unless otherwise noted. Many, but not all, lenders use FICO® Score 8.

In addition to the FICO® Score 8, there are other base or industry-specific FICO® Scores (such as FICO® Auto Scores and FICO® Bankcard Scores). The other FICO® Scores made available are calculated from versions of the base and industry-specific FICO® Score models. There are many different credit scoring models that can give a different assessment of your credit rating and relative risk (risk of default) for the same credit report. Your lender or insurer may use a different FICO® Score than FICO® Score 8 or such other base or industry-specific FICO® Score, or another type of credit score altogether. Just remember that your credit rating is often the same even if the number is not.

For some consumers, however, the credit rating of FICO® Score 8 (or other FICO® Score) could vary from the score used by your lender. The statement that “90% of top lenders use FICO® Scores” is based on a third-party study of all versions of FICO® Scores sold to lenders, including but not limited to scores based on FICO® Score 8. Base FICO® Scores (including the FICO® Score 8) range from 300 to 850. Industry-specific FICO® Scores range from 250 to 900. Higher scores represent a greater likelihood that you’ll pay back your debts so you are viewed as being a lower credit risk to lenders. A lower FICO® Score indicates to lenders that you may be a higher credit risk.

There are three different major credit reporting agencies — the Experian® credit bureau, TransUnion® and Equifax® — that maintain a record of your credit history known as your credit report. Your FICO® Score is based on the information in your credit report at the time it is requested. Your credit report information can vary from agency to agency because some lenders report your credit history to only one or two of the agencies. So your FICO® Score can vary if the information they have on file for you is different. Since the information in your report can change over time, your FICO® Score may also change.

(C) Limited Use. The Credit Score Service is provided solely for your informational and educational purposes. Similarly, any accompanying credit education information, tools, or alerts are provided solely for your informational and educational purposes. You agree to only use the Credit Score Service for your own personal use.

(D) Permissible Purpose and Data Sharing. When you enroll in the Credit Score Service, you are authorizing us to obtain information from your personal credit file with Experian. You understand and acknowledge that you are providing “written instructions” to Emerald Financial Services and Experian in accordance with the Fair Credit Reporting Act to access your credit file and to provide you with the Credit Score Service. This authorization covers the accessing of information on a periodic and ongoing basis, until you unenroll in the Credit Score Service. You authorize Emerald Financial Services to provide your personal information, including your name, date of birth, social security number, phone number, and other personally identifiable information to Experian to verify your identity and access your credit report, and for Experian to provide your credit score back to Emerald Financial Services, all for the purpose of providing you with the Credit Score Service.

(E) Not A Credit Repair or Services Organization. We provide you with access to your credit score and other information related to your credit at your request. We are not a credit repair organization or a credit services organization as defined under federal or state law, including the federal Credit Repair Organizations Act.

(F) Additional Information.

(i) Questions. If you have questions about your credit score, you may reach Experian at 833-339-1512.

(ii) Free Credit Report. You are entitled under the Fair Credit Reporting Act (“FCRA”) to receive a free credit report annually from each of the three major credit reporting agencies. For more information, refer to www.annualcreditreport.com or call 877-322-8228. The FCRA permits you to dispute inaccurate information in your credit report. To do that, contact the relevant credit bureau.

(G) Termination of the Credit Score Service. If you no longer wish to view your credit score, you may turn off the Credit Score Service in your Spruce Electronic Account.

3.6 Financial Education Resources. We may provide you with certain information, such as informational or educational content or financial tools, as a resource for you to aid in your financial education. This information is provided solely for informational, educational, and entertainment purposes only, and you agree to use it as such. We are not providing you with legal, investment, tax, or financial planning advice.

3.7 Mobile Check Deposit. The Mobile Check Deposit Service allows you to make a check deposit directly into your eligible Spruce Spending Account using the Spruce App by submitting Images of your eligible Deposit Item, which you authorize us to process for deposit into your Spruce Spending Account.

(A) Nature of Service.

(i) Eligible Accounts. Your Spruce Accounts must be open and in good standing for at least thirty (30) days and you must have deposited at least $200 to your Spruce Spending Account over the past twelve (12) months to be eligible to use the Mobile Check Deposit Service. Not all Spruce Accounts are eligible for the Mobile Check Deposit Service, and we reserve the right to refuse or revoke your eligibility at any time for any reason in our sole discretion. The Mobile Check Deposit Service is only available for use within the Spruce App. To use the Mobile Check Deposit Service, you must permit location sharing in the settings for the Spruce App on your mobile device.

(ii) Eligible Items. The Mobile Check Deposit Service can only be used for eligible Deposit Items. We reserve the right to determine, in our sole and absolute discretion, whether a particular Deposit Item is eligible for deposit. When you transmit an Image to us, you agree that the Image is an “item” as defined by the version of the Uniform Commercial Code applicable to your Spruce Spending Account. The following items are not eligible and you agree not to use the Mobile Check Deposit Service to transmit Images of items that:

(a) are not payable in U.S. currency;

(b) are not dated, are post-dated, or are dated more than six (6) months prior to the date of deposit;

(c) are not drawn on a financial institution located in the United States;

(d) are payable to someone other than you, including jointly-payable checks;

(e) are money orders, savings bonds, or traveler’s checks;

(f) are checks authorized over the telephone or created remotely, which are sometimes referred to as “remotely created checks” or “telephone checks”;

(g) have been previously converted to a substitute check;

(h) exceed the limits we have set;

(i) have been previously deposited by you or anyone else at any other financial institution or with us (through a mobile check deposit service or otherwise);

(j) contain alterations, or which you know or suspect, or should know or suspect, are fraudulent, suspicious, not authorized by the owner of the account on which the check or other item is drawn, or otherwise not likely to be honored;

(k) are not legible or do not conform to our image processing standards;

(l) are otherwise prohibited by this Online and Mobile Services Agreement or any other agreement relating to your Spruce Accounts.

(iii) Image Quality and Specifications. Every Image transmitted using the Mobile Check Deposit Service must be legible and meet our technical requirements as well as the technical requirements of our service providers. We reserve the right to reject any Image for any reason in our sole discretion and without liability.

The information you transmit to us must meet the requirements to create a substitute check under Regulation CC, including all MICR-line information, other applicable Federal Reserve requirements, and any other applicable regulatory, clearing house, or association rules. You are responsible for entering the correct amount of the Deposit Item when making a deposit. Any errors in the information transmitted to us will result in a delay in the processing and availability of the funds and could result in the deposit being rejected.

(iv) Image Processing. If an Image does not meet our processing requirements, we will typically notify you in the Spruce App and prompt you to re-take front and back photographs of the original Deposit Item. We can also in our discretion: (1) process the Image as received for payment; (2) correct, or attempt to correct, the Image or its accompanying data and process the Image and/or data as corrected for payment; (3) process the Image in another format as allowed; or (4) reject the Image and refuse the deposit or immediately reverse any amount credited to your Spruce Spending Account. You authorize us to process the deposit as a substitute check or any other method that is allowed, including as an ACH entry, or through the Federal Reserve.

When you successfully transmit an Image to us, your deposit will appear as pending in your Spruce Spending Account. This does not mean that the deposit is complete. All Images are subject to our further verification prior to being accepted for deposit and final payment. Do not destroy your Deposit Item except as outlined in this Section. You will generally be notified if a Deposit Item has been rejected. Your deposit is not considered complete until it no longer appears as pending in your Spruce Spending Account.

(v) Suspected Errors. If your statement shows any suspected errors regarding checks you deposited using the Mobile Check Deposit Service, tell us at once. If you do not tell us within 60 days after we have made available to you the FIRST statement on which the problem or error appeared, the amount of the deposit on your statement made using the Mobile Check Deposit Service will be deemed correct and you will have no claim against us for any losses related to the deposit. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods for a reasonable period. Please see your Spending Account Agreement for additional details on error resolution applicable to a mobile check deposit that we process as an ACH entry.

(vi) Deposit Limits. The maximum amount you may deposit through the Mobile Check Deposit Service is $2,000 per day, or $5,000 in any rolling 30 day period. The maximum number of deposits you may make through the Mobile Check Deposit Service is seven in any rolling 30 day period. However, we may allow transactions that exceed these deposit limits in our sole discretion, and if we do so, we may increase your deposit limits temporarily without notice. We may also temporarily decrease your deposit limits without notice for security reasons. We reserve the right to modify the limits applicable to the Mobile Check Deposit Service, including the right to impose limits on the number of deposits you transmit using the Mobile Check Deposit Service, from time to time. We will notify you of any changes to your deposit limits to the extent required by law.

(vii) Endorsements and Retention Requirements. When you use the Mobile Check Deposit Service to transmit an Image of a Deposit Item, you will still have possession of the original Deposit Item. In order to prevent duplicate submission of the original Deposit Item for payment, you must take the following steps: (1) before you transmit the Image to us, you must endorse (i.e. write your signature) on the back of the original Deposit Item or as we otherwise instruct you; (2) once your deposit is complete (i.e. it no longer appears as pending in your Spruce Spending Account), you must write “Void” on the front of the original Deposit Item; (3) you must retain the original Deposit Item for 60 days; and (4) after 60 days, you must destroy the original Deposit Item by shredding it or cutting it up. You are solely responsible for taking these required steps. You also agree that after using the Mobile Check Deposit Service to deposit a Deposit Item, you will not transfer, negotiate, or otherwise attempt to deposit the original Deposit Item, any image of the original Deposit Item, or any related substitute check.

(viii) Availability of Mobile Deposit Funds. You agree that Deposit Items submitted using the Mobile Check Deposit Service are not subject to the funds availability requirements of Federal Reserve Board Regulation CC. This will be true even if we provide you with Regulation CC disclosures or notices.

Funds from deposits made via the Mobile Check Deposit Service will generally be available for withdrawal within five to seven Business Days after the day of deposit, although we may apply additional delays on the availability of funds based on factors we determine necessary in our sole discretion. We may also choose to make the funds available to you earlier than five days, in our sole discretion.

The cutoff time for deposits made on a Business Day via the Mobile Check Deposit Service is midnight MT. If you successfully transmit an Image to us before midnight MT on a Business Day, we will consider that day to be the day you initiated your deposit. If you transmit an Image to us after midnight MT or on a day we are not open, we will consider the deposit to have been initiated on the next Business Day.

(ix) Returned Checks or Subject to Refund Claim. In some cases, funds from a deposit made using the Mobile Check Deposit Service will be made available to you sooner than the item can be collected from the paying bank. This means that a Deposit Item submitted via the Mobile Check Deposit Service could be returned unpaid after the funds have been made available to you. Even if a Deposit Item is accepted, we can reverse the amount credited to your Spruce Spending Account for the amount of any Deposit Item that is: (1) returned to us; or (2) is later rejected by us for any reason in our sole discretion. This is true even if you have made withdrawals against the amount credited to your Spruce Spending Account. If this results in a negative balance, then you will be responsible for any negative balance as described in your Spruce Spending Account Agreement.

(x) Fees for Mobile Check Deposit. There are currently no fees that we charge to use the Mobile Check Deposit Service. We reserve the right to charge a fee for the use of the Mobile Check Deposit Service in the future, but if we charge a fee, that fee will be disclosed to you prior to your deposit.

(B) Representations and Warranties. Each time you submit an Image using the Mobile Check Deposit Service, you represent and warrant to us that all of the following are true:

(i) The Image of the Deposit Item you are transmitting meets all of the eligibility requirements set out in this Section;

(ii) You will follow all other requirements and our instructions for using the Mobile Check Deposit Service;

(iii) The Image you are transmitting accurately reflects the original Deposit Item;

(iv) All signatures appearing on the Deposit Item are genuine and were authorized to be made;

(v) All of the information you provide to us is true, accurate, and complete;

(vi) The Deposit Item has not been previously submitted or deposited with us or with anyone else;

(vii) You will not attempt to deposit the Deposit Item again with us or with anyone else unless instructed to do so by us in writing;

(viii) After transmission to us, you will not have the Deposit Item stopped or cancelled, or have a replacement issued;

(ix) The Deposit Item has been written to you, and you are authorized to use the Mobile Check Deposit Service with respect to the Deposit Item;

(x) Your Spruce Accounts are in good standing;

(xi) You have followed all laws, regulations, and terms related to the Mobile Check Deposit Service, including those in this Section and any other agreement that applies to your Spruce Accounts; and

(xii) You agree to indemnify and hold us harmless from any loss for breach of this warranty provision.

3.8 Spruce Card Freeze. When you place a freeze on your Spruce Card via the Spruce App or sprucemoney.com, it will prevent most types of card transactions from being processed until you take action to unfreeze your Spruce Card.

(A) Certain Transactions Not Affected By Freeze. New Spruce Card purchases and ATM withdrawals are stopped when you freeze your Spruce Card. However, transactions that occurred prior to freezing your Spruce Card, including those marked as “pending” in your Spruce Electronic Account at the time of the freeze, will not be affected. Additionally, certain transactions may continue even after your Spruce Card is frozen. These transactions include, but are not limited to, checks; transfers (including outgoing ACH transfers); merchant refunds or other credits to your account; and account-related fees.

(B) Reporting Spruce Card Lost or Stolen. Freezing your Spruce Card is not a substitute for reporting your Spruce Card lost or stolen. If you believe your Spruce Card has been lost or stolen, or if you believe that access to your Spruce Accounts has been compromised in any way, please contact us immediately at 855-977-7823 and continue to monitor your Spruce Accounts for unauthorized transactions. As explained more fully in the Spruce Spending Account Agreement, the extent of your liability for unauthorized transactions depends on how quickly you notify us that your Spruce Card has been lost or stolen.

3.9 Round Up. The Round Up Service is a Service by which you authorize us to round up your eligible Spruce Spending Account transactions to the nearest whole U.S. dollar amount and transfer the difference from your Spruce Spending Account to your Spruce Savings Account.

(A) Eligible Transactions. Only the following types of transactions are eligible for the Round Up Service:

(i) Signature and PIN transactions made with your Spruce Card;

(ii) Card not present transactions made with your Spruce Card, which includes online transactions made using your 16-digit Spruce Card number;

(iii) Withdrawals made from an ATM or at a point-of-sale device with your Spruce Card, including any associated ATM or other transaction fees; and

(iv) Funds transfers through some third-party merchants and financial institutions in your Spending Account.

A transaction must settle while you are enrolled in the Round Up Service to be eligible. A transaction typically settles within three Business Days of the transaction date, though timing of settlement may vary depending on the circumstances of each particular transaction.

(B) Round Up Transfer. Each eligible transaction will generate an associated transfer from your Spruce Spending Account to your Spruce Savings Account (a “Round Up Transfer”) at the time the eligible transaction settles. If more than one eligible transaction settles on a Business Day, then more than one Round Up Transfer will be made on that Business Day. The amount of the Round Up Transfer will be the difference between the actual dollar amount of an eligible transaction in your Spending Account and the next whole U.S. dollar amount (between $0.01 and $0.99). The funds availability provisions set out in the Spruce Savings Account Agreement will apply to Round Up Transfers. If an eligible transaction occurs before you are enrolled in the Round Up Service but settles after you have enrolled in the Round Up Service, that eligible transaction will generate a Round Up Transfer. Likewise, if an eligible transaction occurs while you are enrolled in the Round Up Service but settles after you have unenrolled in the Round Up Service, that eligible transaction will not generate a Round Up Transfer.

We cannot guarantee the method by which a third-party will process a transaction. Some merchants, utility service providers, and other financial institutions use different methods to process transactions at different times. As a result, some transactions with a merchant, utility service provider, or financial institution may cause a Round Up Transfer while other transactions with the same company may not cause a Round Up Transfer. If this occurs, it is usually because the merchant, utility service provider, or financial institution has used different methods to process similar transactions.

(C) Exceptions.

(i) A corresponding Round Up Transfer will not be made for purchase transactions that consist of a whole dollar amount (for instance, $3.00).

(ii) If you do not have sufficient Available Balance in your Spruce Spending Account to cover the full Round Up Transfer, or if the eligible transaction has overdrawn your Spruce Spending Account, we will not make a Round Up Transfer for the associated eligible transaction.

(iii) Only Spruce Card purchases made in the United States or Puerto Rico are eligible for the Round Up Service.

(iv) Most ACH debits that you authorize to be made from your Spending Account by merchants, utility service providers, and other financial institutions will not cause a Round Up Transfer, though in limited circumstances an ACH debit may cause a Round Up Transfer.

(D) Changes Following Initial Authorization. In certain instances, a transaction may change between the initial authorization and settlement, which may impact the associated Round Up Transfer(s). For example, some transactions may settle for a different amount than the initial authorization. This commonly occurs in transactions made at restaurants because the initial authorization may not include a gratuity. If a gratuity was added, the amount of the settled transaction will typically be more than the initial authorization because the settled transaction incorporates the added gratuity. Similarly, a single purchase may ultimately settle as multiple transactions. For example, some online merchants process a single purchase as multiple transactions if the purchase is divided into multiple shipments. In this case, each settled transaction will generate a Round Up Transfer even though originally made as a single purchase.

(E) Cancelled or Reversed Purchases. If an eligible transaction is cancelled or reversed for any reason (including a dispute) after the corresponding Round Up Transfer has occurred, the corresponding Round Up Transfer will not be reversed.

(F) Enrolling and Unenrolling. To use the Round Up Service, you must enroll via your Spruce Electronic Account. If you enroll in the Round Up Service, you may also unenroll via your Spruce Electronic Account. The unenrollment generally takes effect the same day you make your request if the request is made on a Business Day (or the next Business Day if your request is not made on a Business Day), though it may take up to 3 Business Days for that unenrollment to take effect. During that time, Round Up Transfers may continue to occur.

3.10 Budget and Transaction Categories. To help you budget and keep track of your spending, you can categorize transactions in your Spruce Spending Account, track your transactions by category, add a category to a “Watchlist”, and set category-specific spending and income targets, referred to as “Spending Levels” and “Income Goals,” respectively (“Budget and Transaction Categories”).

(A) Budget and Transaction Categories is provided solely for your informational and educational purposes. While we may attempt to automatically categorize transactions, you understand and agree that you are solely responsible for accurately categorizing the transactions in your Spruce Spending Account. You also agree that we are not responsible for any categorization errors that occur within the Budget and Transaction Categories service.

(B) We will not take any action with respect to your Spruce Accounts related to your use of Budgets and Transaction Categories. For example, we will not restrict or otherwise limit transactions in your Spruce Spending Account to adhere to a particular Spending Level you set. You agree that you are solely responsible for ensuring that the transactions in your Spruce Accounts comply with your desired spending and income targets, including any Spending Levels or Income Goals you set.

3.11 Direct Deposit Setup. From within your Spruce Electronic Account, you may be able to set up your paycheck to be direct deposited into your Spruce Spending Account (“DD Setup Service”). The DD Setup Service may not be available in all areas or for all employers. The DD Setup Service is a third-party service provided by Atomic FI, Inc. and is governed by the Atomic End User Terms and Privacy Policy (the “DD Setup Service Terms”). By using the DD Setup Service, you understand and agree to the DD Setup Service Terms and that any information provided will be governed by Atomic’s privacy notice. Please refer to the DD Setup Service Terms for full information on the DD Setup Service.

4. Sharing of Information. You authorize Emerald Financial Services and Pathward to share information with each other to process your application for your Spruce Accounts, to facilitate the operation of your Spruce Electronic Account, to provide you with access to information on your Spruce Accounts, to service your Spruce Accounts, and otherwise to administer or promote the Spruce program. For additional information on our sharing, please see the Privacy Notices posted on www.SpruceMoney.com.

5. Arbitration. The Arbitration Agreement in Section 23 of your Spending Account Agreement applies to disputes that arise out of or relate to this Online and Mobile Services Agreement or your use of the Services, unless you opt out of the Arbitration Agreement as provided in Section 23 of your Spending Account Agreement.

6. General Provisions Relating to this Spruce Agreement

6.1 Disclaimer of Warranties. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ONLINE AND MOBILE SERVICES AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING OUR SERVICES OR ANY FINANCIAL SERVICE OR RELATING TO OR ARISING OUT OF THIS ONLINE AND MOBILE SERVICES AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.2 Applicable Law. Except as provided in the Arbitration Agreement, this Online and Mobile Services Agreement will be governed by and interpreted and enforced in accordance with federal law; to the extent state law applies and is not preempted by federal law, this Online and Mobile Services Agreement will be governed by the laws of the State of South Dakota (without reference to conflict of laws provisions).

6.3 English Language Controls. Any translation of this Online and Mobile Services Agreement is provided for your convenience only and may not accurately represent the original English. The meanings of terms, conditions and representations in this Online and Mobile Services Agreement are subject to definitions and interpretations in the English language.

6.4 Amendment and Cancellation. We may change the terms of this Online and Mobile Services Agreement at any time, except as otherwise provided in the Arbitration Agreement. We will notify you of any changes if required by, and in the manner provided by, applicable law. When we change this Online and Mobile Services Agreement, the then-current version will govern your use of the Services. If you continue to use the Services or keep your Spruce Accounts open, you are deemed to have accepted and agreed to any changes, as of the effective date of any such change.

6.5 Other Terms. We may transfer or assign all or a portion of any of our rights and obligations to a third party without your notice or consent, unless required by law. Your rights and obligations may not be assigned. We do not waive our rights by delaying or failing to exercise them at any time. Except as provided in the Arbitration Agreement, if any provision of this Online and Mobile Services Agreement is determined to be invalid or unenforceable, the validity or enforceability of any other provision of this Online and Mobile Services Agreement shall not be affected. This Online and Mobile Services Agreement will survive after your Spruce Accounts and Spruce Electronic Account are closed.