2. General Provisions Related to Your Use of 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.

2.2 Your Other Agreements. This Online and Mobile Services Agreement supplements the terms and conditions of your Spruce Accounts to which you will agree to in the future. Your Spruce Accounts will continue to be subject to all Additional Agreements that pertain to them. If this Agreement conflicts with any Additional Agreements, the relevant Additional Agreement will control.

2.3 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.

2.4 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 Additional Agreements 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.

2.5 Cancellation or Modification of the Services. Unless prohibited by law, we may modify the Services from time to time in our sole discretion or cancel or terminate your use of the Services if you violate this Online and Mobile Services Agreement, any Additional Agreement, or any other agreement related to Spruce. 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 (e.g. 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 Spruce 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. We will not be liable to you or any third party for any modification or discontinuance of Services. We also may determine your eligibility for certain Services in our sole and absolute discretion. We reserve the right to modify or discontinue the Services at any time to the maximum extent allowable by law.

2.6 Your Licensed and Permitted Use. We grant you a non-exclusive, non-transferrable, non-sublicensable, and limited license to access and use the Services for your individual personal purposes under the terms, conditions, and limitations set forth in this Online and Mobile Services Agreement. We reserve any and all rights not expressly granted to you in this Online and Mobile Services Agreement.

2.7 Services Availability. 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 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 or other technical difficulties. 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 errors or delays in your inability to access the Services or particular functions within a Service. Not all Services are available through both www.SpruceMoney.com and in the Spruce App. The Services may not be available outside the United States, and your access of the Services outside the United States is at your own risk.

2.8 Conditions of Use.

(A) Minimum Age. By using the Services, you represent that you are at least of Minimum Age.

(B) Prohibited Use. You must not, directly or indirectly, use the Services in a way that is a Prohibited Use.

(C) Additional Limitations. In addition to the Prohibited Uses, your use of the Services is subject to all other limitations in this Online and Mobile Services Agreement. Specific terms for certain Services will be explained in the agreement applicable to those Services or in the applicable Additional Agreement.

2.9 Information You Provide. You grant us a perpetual and royalty-free license to reproduce, use, store, and process any information that you provide, including personal information in accordance with Section 5, including but not limited to (1) as necessary for us to provide the Services, and (2) in a de-identified and aggregated format that does not identify you, throughout the world for any lawful purpose. If you provide, or we reasonably believe you have provided, information that is false, incorrect, incomplete, pornographic, or improper, we have the right to delete the information, suspend any of your electronic accounts, and refuse all current or future use of the Services, subject to applicable law.

2.10 User Content.

(A) User Content. Some Services may provide you the opportunity to contribute User Content in User Areas. You will not provide any User Content that is a Prohibited Use or that violates any intellectual property right of any third party.

(B) License to User Content. You grant us a perpetual and royalty-free license to reproduce, use, store, and process your User Content throughout the world for any purpose without any compensation or remuneration to you. You acknowledge that we may preserve and disclose User Content if required to do so by law or we believe in good faith that such preservation or disclosure is reasonably necessary to comply with legal process, enforce this Online and Mobile Services Agreement, respond to a claim that User Content violates any third party’s rights, or protect the rights, property or personal safety of us, any users of the Services, or the public.

(C) No Monitoring of User Content. We do not assume any obligation to review, screen, or approve the User Content. However, we may, in our sole discretion, remove any User Content from a User Area at any time and for any or no reason.

2.11 Export Restrictions. You will not export the Services or other materials provided by us without obtaining our prior written consent.

2.12 Compliance with Applicable Laws. You are solely responsible for your compliance with all applicable laws, regulations, statutes, ordinances, and governmental authority rules regarding your use of the Services, including those related to data privacy, international communications and the transmission of personal data.

3. Intellectual Property.

3.1 Intellectual Property Rights. The Services, modifications, copyrights, patents, trade secrets, trademarks, and other intellectual property rights pertaining to any aspect of the Services are our exclusive property. You acquire no ownership interest, derivative work, or component of the Services through your use of the Services. You are not granted right, title, or interest to any of our trademarks, service marks, logos, or trade names under this Online and Mobile Services Agreement.

3.2 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 the Services, such as to identify merchants 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.

4. Services. The following Services may be available to you, which we determine in our sole discretion. 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.

4.1 Your Spruce Electronic Account. We will provide an online portal through www.SpruceMoney.com or the Spruce App that allows you to access different products and services of ours and our third-party partners, including providing you with access to and the ability to manage your Spruce Spending Account and Spruce Savings Account. You may also access certain functionality from the Spruce App.

(A) Creating Your Spruce Electronic Account. You will be required to register and create an electronic account with us to access certain features of the Services. You will be assigned or will select a username (typically your e-mail address) and password through the registration process. You consent to receive e-mail correspondence from us regarding your Spruce Electronic Account or your use of the Services.

(B) Accurate Information. By registering or creating a Spruce Electronic Account to use the Services, you represent and warrant that the information you provide, including your name, address, telephone number, email address, date of birth, Social Security number, or any other identification number (“Personal Information”), is complete, true, and accurate to the best of your knowledge, and that you have the right to provide it to us. You agree not to submit false information such as name, e-mail, address, or telephone number when registering for a Spruce Electronic Account to use the Services. You agree to notify us promptly of any changes to your Personal Information. For more information on the Personal Information we collect and use, please see our Privacy Notices posted at https://www.sprucemoney.com/legal/.

(C) Maintaining Security. You are responsible for all use of the Services accessed through your Spruce Electronic Account.

(i) Electronic Account Protection. You are responsible for setting up and keeping confidential your Spruce Electronic Account, username, password, PIN, Quick Access, and other sensitive information. You must take security precautions with at least reasonable and prudent care.

(ii) Quick Access Protection. You may use Quick Access to sign into your Spruce Electronic Account to use the Services.

(a) Enable and Disable Quick Access. You may choose to enable or disable Quick Access on your Device at any time by signing into your Spruce Electronic Account and using the settings menu.

(b) Personal Use. Only you may use Quick Access to sign into your Spruce Electronic Account. You must never allow others to use Quick Access on your Device. If Quick Access is enabled on your Device, you agree that no one other than you will have access to your Device by a fingerprint or biometric.

(iii) Unauthorized Use of the Services. You will notify us immediately of any unauthorized use of the Services, including use of your Spruce Electronic Account, username, password, Quick Access, or any other security breach of which you are aware.

(a) Suspension of your Spruce Electronic Account. If we suspect any unauthorized or fraudulent use, we may suspend your Spruce Electronic Account, username, password, or Quick Access even without receiving notice from you, or we may report such suspected use to the authorities. Your Spruce Spending Account and Spruce Savings Account may also be restricted or closed.

(b) Your Responsibility. You are responsible for use of the Services and compliance with this Online and Mobile Services Agreement. You have all responsibility and liability for any breach of this Online and Mobile Services Agreement by you or any user of your Spruce Electronic Account.

(iv) Your Equipment. You are solely responsible for all security, including network security, for Devices used to access and use the Services, including but not limited to any active firewall, anti-virus software, and anti-spyware software necessary to secure and protect any proprietary or confidential information that you provide, store, submit, send, or disclose directly or indirectly with your use of the Services.

4.2 Credit Score Service. 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.

4.3 Spruce Accounts. You may use the Services to access your Spruce Accounts and 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.

4.4 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.

4.5 Other Services. We may, in our sole discretion, introduce new Services from time to time, each of which may be subject to Additional Agreements.

5. Your Privacy.

5.1 Our Privacy Notice. Your use of the Services is subject to our Privacy Notice, available at: www.sprucemoney.com/legal/. You may also find Pathward’s privacy policy at www.hrblock.com/financial-services/privacy-statement/.

5.2 Changes to our Privacy Notice. Consistent with applicable law, we reserve the right to change the Privacy Notice at any time to reflect changes to our information practices. If we make a material change to our Privacy Notice, we will notify you as outlined in our Privacy Notice.

5.3 Sharing of Information Between Us and Pathward. 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/legal/.

6. Arbitration if a Dispute Arises (“Arbitration Agreement”).

a. Scope of Arbitration Agreement. You and the Covered Parties agree that all disputes and claims between you and the Covered Parties shall be resolved through binding individual arbitration unless you opt out of this Arbitration Agreement using the process explained below.

i. All issues are for the arbitrator to decide, except that issues relating to the arbitrability of disputes and the validity, enforceability, and scope of this Arbitration Agreement, including the interpretation of and compliance with Sections 6(b), (d), and (f) below, shall be decided by a court and not an arbitrator.

ii. The terms “Covered Parties” or “we” or “us” in this Arbitration Agreement include Pathward, National Association, HRB Digital LLC, and Emerald Financial Services, LLC, along with their predecessors, successors, and assigns, and each of the past, present, and future direct or indirect parents, subsidiaries, affiliates, officers, directors, agents, employees, and franchisees of any of them.

iii. As an alternative to arbitration, you and the Covered Parties agree, to the fullest extent permitted by applicable law, that either party may file and pursue an individual action in an appropriate small claims court, as long as the action is brought and maintained as an individualized claim both in that court and on any appeal to an applicable court, and the relief sought by the claimant at all times falls within the jurisdiction of the small claims court. If the action satisfies the requirements of federal subject-matter jurisdiction, the defendant in the action may remove the action to federal court, and you and the Covered Parties agree that such an action shall then be resolved in arbitration in accordance with this Arbitration Agreement instead of in that federal court.

b. Commencing Arbitration. You or we may commence an arbitration proceeding only if you and we do not reach an agreement to resolve the dispute or claim during the Informal Resolution Period (defined below).

i. Pre-Arbitration Notice of Dispute. A party who intends to seek arbitration must first mail a written Notice of Dispute (“Notice”) to the other party. The Notice to the Covered Parties should be addressed to: EFS-Legal Department, Attention: Notice of Dispute, 1301 Main Street, Kansas City, MO 64105. The Notice to you will be sent to the last known address on file with the Covered Parties. The Notice must be on an individual basis and include all of the following: (1) the claimant’s name, address, telephone number, e-mail address, and last four digits of Social Security Number; (2) the nature or basis of the dispute or claim; (3) the specific relief sought; and (4) the claimant’s signature.

ii. Informal Settlement Conference. After the Notice containing all of the information required above is received, within 60 days either party may request an individualized discussion (by telephone or videoconference) regarding informal resolution of the dispute (“Informal Settlement Conference”). If timely requested, the parties will work together in good faith to select a mutually agreeable time for the Informal Settlement Conference. You and our business representative must both personally participate in a good-faith effort to settle the dispute without the need to proceed with arbitration. The requirement of personal participation in an Informal Settlement Conference may be waived only if both you and we agree in writing. Any counsel representing you or us may also participate; however, if you have retained counsel, federal law and regulations may require a signed consent form from you to authorize certain Covered Parties to disclose your confidential tax and account records to your counsel. Any applicable statute of limitations will be tolled for the claims and relief set forth in the Notice during the period between the date that either you or we send the other a fully complete Notice, until the later of (1) 60 days after receipt of the Notice; or (2) if a Settlement Conference is timely requested, 30 days after completion of the Settlement Conference (the “Informal Resolution Period”). The parties agree that the existence or substance of any settlement discussions are confidential and shall not be disclosed, except as provided by applicable law.

iii. Enforcement of Pre-Arbitration Requirements. The Notice and Informal Settlement Conference requirements are essential so that you and we have a meaningful chance to resolve disputes informally before proceeding to arbitration. A court will have authority to enforce this Section 6(b), including the power to enjoin the filing or prosecution of an arbitration or the assessment of or demand for payment of fees in connection with an arbitration, if the party who intends to seek arbitration does not first provide a fully complete Notice and participate in a timely requested Informal Settlement Conference. In addition, unless prohibited by applicable law, the arbitration administrator shall not accept, assess or demand fees for, or administer an arbitration commenced during the Informal Resolution Period.

c. How Arbitration Works. Arbitration shall be conducted by the American Arbitration Association (“AAA”) pursuant to its then-current Consumer Arbitration Rules and, if applicable, the then-current AAA Mass Arbitration Supplementary Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on AAA’s website, www.adr.org. The AAA modifies the AAA Rules from time to time. If AAA is unavailable or unwilling to administer the arbitration consistent with this Arbitration Agreement, the parties shall agree to, or the court shall select, another arbitration provider. Unless the parties agree otherwise, any arbitration hearing shall take place in the county of your residence. Except for a ruling on the basis of a dispositive motion, unless the parties agree otherwise, the arbitrator will conduct the arbitration hearing by telephone, videoconference, or in person. The arbitrator will be either a retired judge or an attorney specifically licensed to practice law in the state of your residence and selected by the parties from the arbitration provider’s national roster of arbitrators. The arbitrator will be selected using the following procedure: (1) the arbitration provider will send the parties a list of five candidates meeting this criteria; (2) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the arbitration provider within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (3) the arbitration provider shall appoint as arbitrator the candidate with the highest aggregate ranking; and (4) if for any reason the appointment cannot be made according to this procedure, the arbitration provider will provide the parties a new list of five candidates meeting the above criteria until an appointment can be made. The arbitrator shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences, as well as the arbitration hearing, by telephone, videoconference, or in person. Either party may file a motion to dismiss and/or a motion for summary judgment. The arbitrator shall set a briefing schedule for such motion(s) upon the request of either party. Both parties shall have the right to discovery in support of their claims and defenses. Discovery shall consist of an exchange of all documents and exhibits that the party intends to use at the hearing in support of that party’s claims and defenses, as well as a list of witnesses intended to testify at the hearing, along with the subjects of their anticipated testimony. The arbitrator may allow limited and reasonable additional discovery to the extent the arbitrator deems necessary to provide for a fundamentally fair process, with consideration to the expedited nature of arbitration and the need to ensure that the cost and burden of discovery is commensurate with the amount in controversy. To the extent allowed by applicable law, the arbitrator may impose any sanction available under the AAA Rules, the standards set forth in Federal Rule of Civil Procedure 11, or applicable federal or state law against any appropriate represented party or counsel.

d. Waiver of Right to Bring Class Action and Representative Claims. All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court, including compensatory, statutory, and punitive damages; attorneys’ fees; and declaratory, injunctive, and equitable relief. However, the arbitrator’s rulings or any relief granted must be individualized to you and shall not apply to or affect any other client. The arbitrator is also empowered to resolve the dispute with the same defenses available in court, including but not limited to statutes of limitation. You and the Covered Parties also agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and the Covered Parties hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration, to assert or participate in a private attorney general lawsuit or private attorney general arbitration, and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If, after exhaustion of all appeals, a court decides that applicable law precludes enforcement of any of this section’s limitations as to a particular claim or any particular request for a remedy for a claim (such as a request for public injunctive relief), then the parties agree that the particular claim or the particular request for a remedy (and only that particular claim or particular request for a remedy) must remain in court and be severed from any arbitration. No arbitration shall proceed in any manner as a class action arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims, unless all parties consent in writing.

e. Arbitration Fees. Payment of all filing, administrative, case-management, arbitrator, and hearing fees will be governed by AAA Rules, but if you inform us that you cannot afford to pay your share of the fees, we will consider advancing those fees to the AAA on your behalf and will do so if required by applicable law. In addition, we will reimburse you for your share of the fees at the conclusion of the arbitration (regardless of who wins) so long as (i) you complied with the requirements in Sections 6(b) and (d) above and Section 6(f) below, and (ii) neither the substance of your claim nor the relief you sought was determined to violate the standards set forth in Federal Rule of Civil Procedure 11(b); if these conditions are not met, the payment of fees will be governed by AAA Rules and you agree to reimburse the Covered Parties for all fees advanced on your behalf.

f. Arbitration of Similar Claims by Claimants Represented by the Same or Coordinated Counsel.If 25 or more claimants submit Notices or seek to file arbitrations raising similar claims and are represented by the same or coordinated counsel (regardless of whether the cases are submitted simultaneously), the AAA’s then-current Mass Arbitration Supplementary Rules, as modified by this Arbitration Agreement, shall apply, and all of the claims must be resolved in arbitration in stages using staged bellwether proceedings if they are not resolved during the Informal Resolution Period. You agree to this process even though it may delay the arbitration of your claim. You and the Covered Parties each agree to notify the AAA if the conditions for applying the provisions in this Section 6(f) have been satisfied. In the first stage, each side shall select 15 claimants (30 claimants total) whose claims will be filed in arbitration and resolved individually by different arbitrators, with each claimant’s claim assigned to an arbitrator from the claimant’s home state. In the meantime, no other claims may be filed in arbitration, and the AAA shall not accept, assess or demand fees for, or administer arbitrations that are commenced in violation of this section. Unless otherwise agreed by the parties in writing, each claimant whose claim is selected for a bellwether proceeding shall file an arbitration demand within 30 days after being selected. The arbitrators are encouraged to resolve the claims within 120 days of appointment or as swiftly as possible, consistent with principles of fundamental fairness. If the remaining claimants’ claims are unable to be resolved after the conclusion of the first stage bellwether proceeding, the process will be repeated until all claims are resolved through settlement or arbitration, with two alterations. First, each side shall select up to another 50 claimants (100 claimants total). Second, arbitrators who were previously assigned arbitrations may be appointed to new arbitrations to the extent required if the AAA does not have a sufficient number of arbitrators available. If any claims remain after the second stage, the second stage process will be repeated until all claims are resolved through settlement or arbitration, except that a total of 200 claimants may file claims each round (unless a higher number of claimants is mutually agreed upon in writing) and the appointment of the arbitrators shall be governed by the AAA rules rather than Section 6(c) above.

If this Section 6(f) applies to a Notice, the statute of limitations applicable to the claims and relief set forth in that Notice shall be tolled from the beginning date of the Informal Resolution Period until that Notice is selected for a bellwether proceeding, withdrawn, or otherwise resolved. A court will have authority to enforce this Section 6(f), including to enjoin the filing, assessing or demanding fees for, administration of, or prosecution of arbitrations. To the fullest extent permitted by applicable law, if this Section 6(f) applies to a Notice, you and the Covered Parties agree that any of the claimants or the Covered Parties may bring a single court proceeding to enforce the requirements of this Arbitration Agreement, including the interpretation of and compliance with Sections 6(b) and 6(f), as to all of the claims that qualify as similar claims under this Section 6(f).

g. Other Terms. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, both the procedural and substantive provisions of the Federal Arbitration Act and other applicable federal law. For the avoidance of doubt, the parties agree that the provisions of the California Arbitration Act, including but not limited to California Code of Civil Procedure Sections 1281.2(c), 1281.97, 1281.98, and 1281.99, shall not apply. If the FAA does not apply to a particular dispute or to one or both parties, the parties stipulate and agree that the Delaware Arbitration Act will apply. Except as set forth above in Section 6(d), if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement. No arbitration award or decision will have any preclusive effect as to any issues or claims in any dispute, arbitration, or court proceeding where any party was not a named party in the arbitration, unless and except as required by applicable law. Notwithstanding any provision in this Agreement to the contrary, we will not make any material change to this Arbitration Agreement without providing you with an opportunity to reject the change. Rejection of any future change will not impact this or any prior Arbitration Agreement to which you have agreed.

7. Disclaimer of Warranties.

7.1 General Disclaimer. OTHER THAN THOSE EXPRESS WARRANTIES AND GUARANTEES SET FORTH IN THIS AGREEMENT, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND TO YOU, INCLUDING REGARDING THE SERVICES, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(A) Disclaimer of Implied Warranty. WITHOUT LIMITING THE PRECEDING SENTENCE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY IMPLIED WARRANTIES SUCH AS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM YOUR LICENSE AND USE OF THE SERVICES. SOME STATES, INCLUDING NEW JERSEY, DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES. IF YOU LIVE IN ONE OF THESE STATES, THE ABOVE LIMITATIONS DO NOT APPLY TO YOU AND IN SUCH CASE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW FROM THE DATE YOU FIRST ACCESSED, USED OR ACQUIRED THE SERVICES.

(B) Disclaimer of Express Warranty. OTHER THAN EXPRESSLY PROVIDED IN THIS AGREEMENT, WE DO NOT WARRANT OR PROMISE THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, OR THAT THE SERVICES ARE FREE FROM BUGS OR ERRORS. OTHER THAN EXPRESSLY PROVIDED IN THIS AGREEMENT, WE MAKE NO OTHER PROMISES ABOUT THE PERFORMANCE, ACCURACY, OR RELIABILITY OF THE SERVICES OR THEIR ABILITY TO MEET YOUR REQUIREMENTS. WHILE WE ARE PROVIDING THE SERVICES TO YOU, THE SERVICES DO NOT REPLACE YOUR OBLIGATION TO EXERCISE YOUR INDEPENDENT JUDGMENT IN USING THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR CORRECTLY INPUTTING YOUR INFORMATION INTO THE SERVICES AND FOR VERIFYING ALL OUTPUTS RESULTING FROM YOUR USE OF THE SERVICES. OTHER THAN EXPRESSLY PROVIDED IN THIS AGREEMENT, WE DO NOT WARRANT ANY PARTICULAR RESULTS THAT YOU MAY OBTAIN IN USING THE SERVICES.

7.2 The Services are Not Legal Advice. YOU ACKNOWLEDGE THAT WE DO NOT PRACTICE LAW NOR ARE WE PROVIDING OR RENDERING ANY SUCH LEGAL ADVICE, FINANCIAL ADVICE, OR INVESTMENT RECOMMENDATIONS. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES ARE NOT SUBSTITUTES FOR THE ADVICE OF AN ATTORNEY OR OTHER COMPETENT FINANCIAL PROFESSIONAL.

8. Limitations on Liability and Damages.

8.1 Exclusive Remedy. YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY WITH RESPECT TO YOUR USE OF THE SERVICES WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO US FOR THE SERVICES. IN NO EVENT WILL WE BE LIABLE TO YOU, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST DATA, LOST PROFITS OR BUSINESS, LOSS OF USE, OR FOR ANY CLAIM OR DEMAND AGAINST YOU BY ANY OTHER PARTY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 No Additional Liability. You agree that we will not at any time have any additional liability for any claim, cause of action or injury that you or any other person may have as a result of: (1) your use of, or inability to use, the Services; (2) your use of any documents generated by the Services; (3) your retention of, or your failure to consult or retain, an attorney or other competent professional with respect to any contract, document or legal matter; (4) connection or toll charges for using the Services or obtaining updates for the Services; or (5) any fees, costs or expenses arising out of troubleshooting or technical support for the Services.

8.3 States Excluded. SOME STATES, INCLUDING NEW JERSEY, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF YOU LIVE IN ONE OF THESE STATES, THE ABOVE LIMITATION OR EXCLUSION DOES NOT APPLY TO YOU.

8.4 Essential Purpose of this Agreement. You agree that the essential purposes of this Online and Mobile Services Agreement may be fulfilled even with these limitations on liabilities. You acknowledge that we would not be able to offer the Services on an economical basis without these limitations.

8.5 Indemnification. You agree to defend and hold us harmless and our respective current and former successors, assigns, officers, directors, representatives, employees, and agents from and against any and all claims, suits, settlements, losses, liabilities, penalties, damages (including incidental and consequential damages), costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from or arising out of your breach of this Online and Mobile Services Agreement or your User Content.