Spruce Spending Account Agreement

12. Courtesy Coverage.

a. Nature of Courtesy Coverage. You do not generally have the right to make transactions in amounts that exceed the Available Balance of your Spending Account. Courtesy Coverage is a special feature, offered to certain accountholders who qualify, under which we may authorize certain purchase and withdrawal transactions initiated using your Spruce Card, up to a $20 negative Available Balance in your Spending Account (sometimes referred to as overdraft). Courtesy Coverage is not a loan or extension of credit. There is no fee for your use of Courtesy Coverage, although fees for related services continue to apply as described in the Fee Schedule, such as the out-of-network ATM withdrawal fee. When we disclose your Available Balance to you, it will not include the amount of any Courtesy Coverage available to you.

b. Accountholder Eligibility.

i. Initial Eligibility. Courtesy Coverage is an optional feature available to you if you have received at least $200 in ACH credits to your Spending Account over the past 35 days, including from your employer or benefits provider (excluding tax refund deposits), and you have a positive Available Balance. If you meet our initial eligibility requirements, you must also opt in to Courtesy Coverage in your Spruce Electronic Account.

ii. Ongoing Eligibility. Once you have opted in to Courtesy Coverage, the Courtesy Coverage feature may continue to be available for you as long as you continue to meet the eligibility criteria in each period of 35 days after initial activation and your Spending Account remains in good standing. However, we may choose to consider additional sources of deposits other than ACH credits, in our sole discretion, to determine whether you meet the requirement to have at least $200 in qualifying deposits in the relevant 35-day period.

c. Eligible Transactions and Item Processing. Courtesy Coverage is available only for Card purchase transactions, ATM withdrawals, and bank teller withdrawals (sometimes called over-the-counter withdrawals) using your Spruce Card. It is not available for any other type of transaction, including ACH transactions, check transactions, or transfers to your Spruce Savings Account. Items will generally be processed in the manner described in Section 6(f) above.

d. Agreement to Pay. If you use Courtesy Coverage so that it creates or increases a negative balance in your Spending Account, you agree you will add sufficient funds to your Spending Account within 30 days so that your Spending Account has at least a zero balance. If after 30 days you have not added sufficient funds to cover your negative balance, your ability to use Courtesy Coverage may be suspended or terminated. For more information on negative balances, please see Section 13 below.

e. Discretionary Feature. Courtesy Coverage is always provided in our sole and absolute discretion. Even if you meet all qualifications, we always reserve the right to decline any transaction if the Available Balance in your Spending Account is insufficient to cover the transaction plus any applicable fees. We have no obligation to notify you before we authorize or decline a transaction that would result in a negative balance in your Spending Account. We may suspend or terminate the availability of Courtesy Coverage at any time. Transactions exceeding the $20 Courtesy Coverage maximum will be declined.

f. Cancellation. If you wish to turn off Courtesy Coverage, you may turn it off in your Spruce Electronic Account. However, you will still be liable to pay any negative balances on your Spending Account, such as those already incurred through your use of Courtesy Coverage, or those resulting from other types of transactions. We may suspend or cancel your Courtesy Coverage if (i) you have a negative balance for more than 30 consecutive days or (ii) your cumulative qualifying deposits in your Spending Account over the relevant 35-day measurement period are less than $200.

13. Negative Balances.

a. Your Responsibility for Negative Balances. If your Spending Account has a negative balance for any reason — such as through your use of Courtesy Coverage or other circumstances, including a force pay transaction — you are responsible to pay all of it. Any credits or deposits to your Spending Account will be first applied to offset any negative balance before bringing your Spending Account positive. You authorize us to automatically debit your Spending Account for the amount of any negative balance when you add funds to your Spending Account. If you have not deposited sufficient funds to your Spending Account to cover the negative balance within 60 days of the creation of the negative balance, we may close and/or restrict your Spruce Accounts.

b. Right of Set Off. If your Spending Account has a negative balance for more than 30 days, we have the right to pursue collection, including the right of set off against your other bank accounts with us — which means that we can use the funds in any other account you have with us (including your Spruce Savings Account) to repay the negative balance in your Spending Account or other amount owed to us, to the maximum extent permitted by applicable law. If you do not ultimately pay the amount owed to us, we reserve all rights to pursue appropriate efforts to collect.

14. Savings Account. In addition to your Spruce Spending Account, you are opening a separate Spruce Savings Account. Please refer to your Savings Account Agreement for the terms that govern that Savings Account.

15. Spruce Rewards. You can earn Spruce Rewards, powered by Dosh®, on qualifying purchases made when you use your Spruce Card at participating merchants, as well as any other eligible transactions described in the Spruce Rewards Powered by DOSH Terms of Service. Cash back offers and amounts may vary by user, merchant location and offer period. For the current list of participating merchants and offers, please log in to your Spruce Electronic Account. Participating merchants and offer terms may be changed from time to time without notice. Spruce Rewards will be paid out to your Spruce Savings Account. You do not earn a Spruce Reward until it is deposited into your Spruce Savings Account. If you return, charge back, cancel, dispute, or otherwise request a refund for a qualifying purchase for which you have already received Spruce Rewards, we reserve the right to remove and you authorize us to debit any related Spruce Rewards amount from your Spruce Accounts, or withhold future Spruce Rewards to cover any such amount. To opt-out of the Spruce Rewards program, please call customer service at 855-977-7823. For full Spruce Rewards terms, please review the Spruce Rewards Powered by DOSH Terms of Service and Privacy Policy.

16. Electronic Access and Consent.

a. Electronic Account. Your Spruce Accounts are intended to be electronic-only accounts, and require your consent to receive electronic communications from us. If you do not consent or if you withdraw your consent to electronic communications, we may close your Spruce Accounts and terminate your access to them. Your agreement to accept electronic communications includes delivery of all account communications, including statements, end-of-year tax forms, changes in terms, annual privacy notices, and new and updated account agreements. We reserve the right to send paper documents to your address we have in our records, in our sole discretion. Please note that message and data charges may apply from your wireless service provider when using your Spruce Electronic Account.

b. Contact Information. You agree to provide us with accurate information when opening your Spruce Accounts, including your contact information (e.g., name, physical address, mobile telephone number, email address). If your information changes, you agree to immediately provide us with updated information.

c. Consent to Electronic Communications. By providing us with a telephone number and email address when opening your Spruce Accounts, you expressly agree and consent that we (including Emerald Financial Services or any other service provider) may (i) call and/or text you using an automatic telephone dialing system or otherwise, (ii) leave you voice or prerecorded messages, and (iii) send you texts, emails or other electronic messages, to service your Spruce Accounts or for other informational purposes related to Spruce generally. Message and data rates may apply. You agree to pay any service charges assessed by your service provider for communications between you and us. You agree that we may monitor and/or record telephone calls with you to ensure the quality of customer service or as allowed by law. Text message frequency may vary. Reply “STOP” to opt out or “HELP” for help.

d. Email and Text Delivery. We do not accept any responsibility for email or text communications not received by you, or for any delay in the delivery of these communications. If you make your emails or texts available to someone else, you are responsible for the delivery of any information related to your Spruce Accounts to such individual. For the most up-to-date and accurate information about your Spruce Accounts, please refer to your Spruce Electronic Account.

17. Customer Service Contact Information. You can reach customer service at:

Address:

Emerald Financial Services
Attn: Back Office Operations
PO BOX 30674
Salt Lake City, UT 84130

Website: www.SpruceMoney.com

Mobile App: Spruce App

Phone Number: 855-977-7823

18. Program Manager. You understand and agree that Emerald Financial Services, an H&R Block company, provides program management and other services to Pathward in connection with your Spruce Accounts. Emerald Financial Services is not a FDIC-insured financial institution.

19. Fraud. Your Spruce Accounts are subject to fraud prevention restrictions at any time, with or without notice to you. This may include the suspension of your Card or your ability to access the funds in your Spruce Accounts. We may require you to produce documents or other materials evidencing the validity of the activity. We may also temporarily or permanently reduce the limits applicable to, or withdrawals or transfers from, your Spending Account without notice to you, unless required by law. You specifically acknowledge and agree that we may contact you in cases of suspected fraud, including by text message or otherwise. We may also limit the number of Spruce Accounts that you have in our sole discretion and may ultimately close your Spruce Accounts.

20. Dormant Accounts; Escheatment. In our discretion, we may determine your Spending Account is dormant. including if it has not had any activity in 6 months. If we determine your Spending Account is dormant, we may stop posting your account statements in your Spruce Electronic Account and stop sending you certain notices. For security reasons, we may refuse a withdrawal or transfer from your Spending Account we determine is dormant if we cannot reach you in a timely fashion to confirm the transaction’s authorization. Ultimately, we may close your Spending Account if we determine it is dormant. Should your Spending Account have a remaining balance after a certain period of time determined by state law, we may be required to remit the remaining funds to the appropriate state agency.

21. Death or Incapacity. You agree to make arrangements with a designee to notify us promptly if you become legally incapacitated or die. We will continue to accept deposits and process transaction instructions until we know of your death or incapacity and have a reasonable opportunity to act. You agree that even when we have knowledge of your death, we may accept deposits or process transactions on your Spending Account unless ordered to stop by someone claiming an interest in your Spending Account. We may require additional documentation to confirm any claims made on the Spending Account. You may designate a beneficiary on your Spruce Accounts by contacting Customer Service and filling out the required documentation.

22. Returns and Refunds.

a. Merchant Credits. If you are entitled to a refund for any reason for goods or services purchased with your Spending Account, the return and refund will be handled by the merchant. If the merchant credits your Spending Account, you agree to accept such credit and understand that it may not be immediately available. While merchant refunds post as soon as they are received, please note that we have no control over when a merchant sends a credit transaction, and the refund may not be available for a number of days after the date the refund transaction occurs.

b. Merchant Disputes. All disputes regarding purchased goods or services must be addressed and handled directly with the merchant from whom those goods or services were obtained. We are not responsible in any way for any goods or services you decide to purchase, including without limitation, their quality, safety, legality, or delivery. We will not become involved in any dispute involving such goods or services. You also agree to release us and our service providers, including the respective directors, officers, employees, and agents of either, from any and all claims, demands and damages between persons using and accepting the Card associated with your Spending Account, including any claims, demands or damages arising out of or related to the purchase or sale of goods or services.

23. 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. However, to the fullest extent permitted by applicable law, either you or the Covered Parties may elect that an individual claim be decided in small claims court, as long as it is brought and maintained as an individualized claim and is not removed or appealed to a court of general jurisdiction. 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 23(b), (d), and (f) below, shall be decided by a court and not an arbitrator. 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.

Arbitration Agreement Opt Out: You may opt out of this Arbitration Agreement within 30 days after you sign this Agreement by filling out the form at www.arbitrationoptout.com/bank or by sending a signed letter to Pathward Arbitration Agreement Opt Out, P.O. Box 5846, Kansas City, MO 64171. The letter should include your printed name, address, the last four digits of your Social Security Number, and the words “Arbitration Agreement Opt Out.” If you opt out of this Arbitration Agreement, any prior arbitration agreement shall remain in force and effect.

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, email 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, a signed statement may be required by law 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 23(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 Consumer Arbitration Rules and, if applicable, the 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. 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. 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.

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 Costs. 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 23(b) and (d) above and Section 23(f) below, and (ii) neither the substance of your claim nor the relief you sought was determined to be frivolous or brought for an improper purpose as measured by the standards set forth in Federal Rule of Civil Procedure 11(b); otherwise, 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. 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 Mass Arbitration Supplementary Rules, as modified by this Arbitration Agreement, shall apply, and all of the cases 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 23(f) have been satisfied. In the first stage, each side shall select 15 cases (30 cases total) to be filed in arbitration and resolved individually by different arbitrators, with each case assigned to an arbitrator from the claimant’s home state. In the meantime, no other cases 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. The arbitrators are encouraged to resolve the cases within 120 days of appointment or as swiftly as possible, consistent with principles of fundamental fairness. If the remaining cases 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 cases (100 cases total). Second, arbitrators who were previously assigned cases may be appointed to new cases 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 cases may be filed each round (unless a higher number of cases is mutually agreed upon in writing) and the appointment of the arbitrators shall be governed by the AAA rules rather than Section 23(c) above.

If this Section 23(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 23(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 23(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 23(b) and 23(f), as to all of the cases that qualify as similar claims under this Section 23(f).

g. Other Terms. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act and other applicable federal law. Except as set forth above in Section 23(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.

24. Legal Process. Your Spruce Spending Account is established and maintained at our main office in Sioux Falls, South Dakota. We will comply with all applicable law in connection with any legal process validly served upon us in connection with your account including, but not limited to, garnishments, restraints, seizure notices, subpoenas, and similar legal process. Unless required by applicable state or federal law, we will not assert any claims of exemption on your behalf. You agree that we will have no liability to you in the event we properly comply with any such valid legal process.

25. Disclaimer of Warranties. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SPENDING ACCOUNT 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 SPENDING ACCOUNT AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

26. Applicable Law. Except as provided in the Arbitration Agreement, this Spending Account 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 Spending Account Agreement will be governed by the laws of the State of South Dakota (without reference to conflict of laws provisions).

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

28. Amendment and Cancellation. We may change the terms of this Spending Account 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 Spending Account Agreement, the then-current version will govern your Spending Account. If you continue to use your Spending Account or keep it open, you are deemed to have accepted and agreed to any changes, as of the effective date of any such change.

29. Other Terms. We may transfer or assign all or a portion of any of our rights and obligations to Emerald Financial Services or 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 Spending Account Agreement is determined to be invalid or unenforceable, the validity or enforceability of any other provision of this Spending Agreement shall not be affected. This Spending Account Agreement (including the Arbitration Agreement) will survive after your Spending Account is closed.