Spruce User Agreement

2. Your Use of Financial Technology Services.

2.1 Your Licensed and Permitted Use. We grant you a non-exclusive, non-transferrable, non-sublicensable, and limited license to access and use the Financial Technology Services for your individual personal purposes under the terms, conditions, and limitations set forth in this Spruce User Agreement. We reserve any and all rights not expressly granted to you in this Spruce User Agreement. The Financial Technology Services may not be available outside the United States, and your access of the Financial Technology Services outside the United States is at your own risk.

2.2 Your Spruce Electronic Account.

(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 Financial Technology 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 Financial Technology Services.

(B) Accurate Information. By registering or creating a Spruce Electronic Account to use the Financial Technology Services, you represent and warrant that the information you provide 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 Financial Technology Services.

2.3 Maintaining Security. You are responsible for all use of the Financial Technology Services accessed through your Spruce Electronic Account.

(A) 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.

(B) Quick Access Protection. You may use Quick Access to sign into your electronic account to use the Financial Technology Services.

(1) 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.

(2) 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.

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

(1) 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 Accounts may also be closed.

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

(D) Your Equipment. You are solely responsible for all security, including network security, for Devices used to access and use the Financial Technology 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 Financial Technology Services.

2.4 Conditions of Use.

(A) Minimum Age. You must be at least of Minimum Age to use the Financial Technology Services.

(B) Prohibited Use. You must not, directly or indirectly, use the Financial Technology Services in a way that is a Prohibited Use (as defined in Section 14).

(C) Additional Limitations. In addition to the Prohibited Uses, you use of the Financial Technology Services is subject to all other limitations in this Spruce User Agreement. Specific terms for certain Financial Technology Services will be explained in the agreement applicable to those Financial Technology Services.

2.5 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 4, including but not limited to (1) as necessary for us to provide the Financial Technology Services, and (2) in a de-identified and aggregated format throughout the world for any 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 Financial Technology Services, subject to applicable law.

2.6 User Content.

(A) User Content. Some Financial Technology 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 Spruce User 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 Financial Technology 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.

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

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

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

4. Your Privacy.

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

4.2 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. Your Access to Financial Technology Services.

5.1 Cancellation or Modification of Financial Technology Services. Unless prohibited by law, we reserve the right to: change the Financial Technology Services at any time, without notice, and for any reason; or cancel or terminate your use of the Financial Technology Services if you violate this Spruce User Agreement or any other agreement related to Spruce. We will not be liable to you or any third party for any modification or discontinuance of Financial Technology Services.

5.2 Technical Difficulties. We cannot always anticipate technical or other difficulties. These difficulties may result in loss of your data, personal settings, or other interruptions to the Financial Technology Services. We have no responsibility for the timeliness, deletion, mis-delivery, or failure to store any data, communications, or personal settings with the Financial Technology Services.

6. Financial Technology Services.

6.1 Your Spruce Electronic Account. We will provide an online portal through www.SpruceMoney.com 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 mobile app.

6.2 Other Products and Services. Certain products and services that you can access through your Spruce Electronic Accounts, such as your Spruce Accounts, have their own terms that govern their use, and you are subject to any agreements applicable to such products and services ("Additional Agreements"). Where a conflict exists between this Spruce User Agreement and any of the Additional Agreements, the provisions of the applicable Additional Agreement shall govern.

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, REGARDING THE FINANCIAL TECHNOLOGY SERVICES.

(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 FINANCIAL TECHNOLOGY 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 FINANCIAL TECHNOLOGY SERVICES.

(B) Disclaimer of Express Warranty. OTHER THAN EXPRESSLY PROVIDED IN THIS AGREEMENT, WE DO NOT WARRANT OR PROMISE THAT THE OPERATION OF THE FINANCIAL TECHNOLOGY SERVICES WILL BE UNINTERRUPTED, OR THAT THE FINANCIAL TECHNOLOGY 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 FINANCIAL TECHNOLOGY SERVICES OR THEIR ABILITY TO MEET YOUR REQUIREMENTS. WHILE WE ARE PROVIDING THE FINANCIAL TECHNOLOGY SERVICES TO YOU, THE FINANCIAL TECHNOLOGY SERVICES DO NOT REPLACE YOUR OBLIGATION TO EXERCISE YOUR INDEPENDENT JUDGMENT IN USING THE FINANCIAL TECHNOLOGY SERVICES. YOU ARE SOLELY RESPONSIBLE FOR CORRECTLY INPUTTING YOUR INFORMATION INTO THE FINANCIAL TECHNOLOGY SERVICES AND FOR VERIFYING ALL OUTPUTS RESULTING FROM YOUR USE OF THE FINANCIAL TECHNOLOGY SERVICES. OTHER THAN EXPRESSLY PROVIDED IN THIS AGREEMENT, WE DO NOT WARRANT ANY PARTICULAR RESULTS THAT YOU MAY OBTAIN IN USING THE FINANCIAL TECHNOLOGY SERVICES.

7.2 The Financial Technology 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 FINANCIAL TECHNOLOGY 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 FINANCIAL TECHNOLOGY SERVICES WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO US FOR THE FINANCIAL TECHNOLOGY 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 Financial Technology Services; (2) your use of any documents generated by the Financial Technology 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 Financial Technology Services or obtaining updates for the Financial Technology Services; or (5) any fees, costs or expenses arising out of troubleshooting or technical support for the Financial Technology 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 Spruce User Agreement may be fulfilled even with these limitations on liabilities. You acknowledge that we would not be able to offer the Financial Technology Services on an economical basis without these limitations.

9. 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 Spruce User Agreement or your User Content.

10. ARBITRATION IF A DISPUTE ARISES (“Arbitration Agreement”).

10.1 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 10.2, 10.4, and 10.6 below, shall be decided by a court and not an arbitrator. The terms “Covered Parties” or “we” or “us” in this Arbitration Agreement include HRB Digital LLC, Emerald Financial Services, LLC, and Pathward, N.A., 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 Opt Out: You may opt out of this Arbitration Agreement within 30 days after you accept this Agreement by filling out the form at https://www.arbitrationoptout.com/bank/, or by sending a signed letter to Pathward Arbitration Opt Out, P.O. Box 5846, Kansas City, MO 64171. The letter should include your printed name, address, the first five digits of your Social Security Number, and the words “Reject Arbitration.” If you opt out of this Arbitration Agreement, any prior arbitration agreement shall remain in force and effect.

10.2 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).

(A) 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: Spruce-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, and e-mail address; (2) the nature or basis of the dispute or claim; (3) the specific relief sought; and (4) the claimant’s signature.

(B) 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 is required by law to authorize the 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.

(C) 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 10.2, 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 you or we do 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.

10.3 How Arbitration Works. Arbitration shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“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. If you accept this Agreement outside the United States, the arbitration hearing shall take place in the county in which you last resided in the United States. 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.

10.4 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.

10.5 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 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 sections 10.2 and 10.4 above and section 10.6 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.

10.6 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), 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. In the first stage, each side shall select 10 cases (20 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, each side shall select up to another 10 cases (20 cases total) to be filed in arbitration and resolved individually in accordance with this Arbitration Agreement. During this second stage, no other cases may be filed in arbitration. If any claims remain after the second stage, the process will be repeated until all claims are resolved, either through settlement or arbitration, with two alterations. First, a total of 50 cases may be filed each round (unless a higher number of cases is mutually agreed upon in writing). Second, arbitrators who were assigned cases in previous rounds may be appointed to new cases. If this section 10.6 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 10.6, including to enjoin the filing, assessing or demanding fees for, administration of, or prosecution of arbitrations.

10.7 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 10.4, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement. 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 that change by following the directions in the notice of changes. Rejection of any future change will not impact this or any other arbitration agreement between you and the Covered Parties. 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.

11. Notifications. You understand that notifications relating to your Spruce Accounts may be confidential. You should not enable any notifications to a mobile or other Device unless you retain full control of the access to that Device.

11.1 SMS Text Messages. You may be able to receive different types of text messages related to Spruce, including messages related to the status of your Spruce Electronic Account. If you sign up to receive these notifications, you agree to and understand the following:

• Your wireless service carrier’s standard text message and data rates may apply.

• You agree that we may communicate with you by automated SMS, MMS, text message or other electronic means to your mobile Device.

• Message frequency varies.

• In the event you change or deactivate your mobile telephone number, you agree to promptly update that information in your Spruce Electronic Account.

• We may send you a message to confirm your choice to receive text messages.

• You can cancel recurring text messaging at any time by replying “STOP” to the most recent text message you received.

– If you have agreed to receive multiple types of text messages, you will need to cancel each message type separately.

– We may send you a text message to confirm you have been unsubscribed.

• Reply “HELP” for instructions on how to unsubscribe.

– This may not be available for some message types.

11.2 Push Notifications. You may be able to receive different types of push notifications related to Spruce using your Spruce Electronic Account. Push notifications allow you to receive notifications on your mobile Device relating to your Spruce Accounts when you have the Spruce mobile app installed on your Device.

12. Termination of this Agreement. Without prejudice to any other rights, we may immediately terminate this Spruce User Agreement if you fail to comply with these terms and conditions or the terms of conditions of any other agreement related to Spruce. Upon termination, you must immediately stop use and access to the Financial Technology Services, subject to applicable law. All provisions of this Spruce User Agreement that are intended to survive or that must survive in order to give effect to its meaning (including, but not limited to, the provisions of Sections 3, 7, 8, 9, 10, and 14) will survive the termination or expiration of this Spruce User Agreement.

13. Other.

13.1 Governing Law. Except as otherwise provided in the Arbitration Agreement, this Spruce User Agreement is governed by, interpreted, construed, and enforced in accordance with the law of the state where you accepted this Spruce User Agreement except to the extent inconsistent with or preempted by federal law.

13.2 Entire Agreement. Except as otherwise provided in the Arbitration Agreement, this Spruce User Agreement, together with any Additional Agreements, are the entire agreement between the parties with respect to the Financial Technology Services. A representation or statement of any kind made by any of our representatives and not included in this Spruce User Agreement is not binding on us.

13.3 Amendments. We have the sole discretion to change the terms of this Spruce User Agreement or make changes related to any aspect of the Financial Technology Services, except as otherwise provided in this Spruce User Agreement. If this occurs, we will provide notice to you via any means we consider reasonable including, without limitation, e-mail, posting on our website, or updates to the Financial Technology Services. After we provide notice, continued use of the Financial Technology Services constitutes your acceptance of the changes and the Spruce User Agreement (as amended).

13.4 Waiver. No waiver of any provision or condition by us  is valid unless in writing and signed by you and an authorized representative of us. Our failure to insist on or enforce strict performance of any provision of this Spruce User Agreement or any right is not to be construed as a waiver of any provision or right.

13.5 Severability. Except as provided in the Arbitration Agreement, any provision of this Spruce User Agreement determined to be illegal or unenforceable is automatically reformed and construed to be valid, operative, and enforceable to the maximum extent permitted by law or equity while preserving its original intent; the invalidity of any part of this Spruce User Agreement will not render invalid the remainder of this Spruce User Agreement.

13.6 Notices. Except as otherwise indicated, any notices under this Spruce User Agreement to us must be personally delivered or sent by certified or registered mail, return receipt requested, or by U.S. Postal Service express mail, to Emerald Financial Services, Attn: Back Office Operations, PO Box 30674, Salt Lake City, Utah 84130 or to such other address as we specify in writing. Notices will be effective upon receipt that may be shown by confirmation of delivery.

13.7 Affiliates. All references in this Spruce User Agreement to us and our Affiliates, where the context permits, includes our and our Affiliates’ respective directors, officers, employees, service providers, contractors and agents.

13.8 Third Party Beneficiaries and Assignment. Our respective business partners (including but not limited to Pathward, N.A., that provides you with your Spruce Spending and Savings Accounts), licensors, suppliers, service providers, franchisees, and Affiliates are considered to be third party beneficiaries of this Spruce User Agreement solely to the extent necessary for them to enforce any protections afforded them by this Spruce User Agreement, except as otherwise provided in this Spruce User Agreement. All rights and benefits of this Spruce User Agreement from us are intended solely for the original user of the Financial Technology Services. You must not assign, delegate or otherwise transfer this Agreement or any of your rights under this Agreement. We may assign this Agreement in our sole discretion and will use reasonable efforts to notify you of an assignment. The remedies and all other rights and benefits provided under this Agreement are personal to the original user of the Financial Technology Services from us or from our authorized reseller and such rights and benefits must not be assigned or otherwise transferred to any other party. This Agreement inures to the benefit of our permitted successors and assigns.

14. Definitions.

14.1 “Affiliates” includes any entities that directly or indirectly control, are controlled by, or are under common control with HRB Digital LLC, including but not limited to Emerald Financial Services, LLC. 

14.2 “Device” means any electronic device or other equipment from which you use the Financial Technology Services or otherwise access your Spruce Electronic Account.

14.3 “Financial Technology Services” means the services listed and described in Section 6, and any other product or service offered or delivered by us or our Affiliates that you select, pay for, or use.

14.4 “Pathward” means Pathward, National Association, a federally chartered bank, Member FDIC, its successors, affiliates, assigns and service providers, as applicable.

14.5 “Minimum Age” means the minimum legally required age to use the Financial Technology Services, and is generally 18 years of age, but could be 19 if you reside in Alabama or Nebraska, and 21 if you reside in Puerto Rico. 

14.6 “Prohibited Use” includes any of the following activities when using the Financial Technology Services:

(1) re-distribute, sell, rent, loan, or otherwise transfer the Financial Technology Services or any rights or benefits in the Financial Technology Services to any other person or entity; 

(2) share your username or password with any third party;

(3) use the Financial Technology Services in any unintended manner;

(4) use the Financial Technology Services for the benefit of any third parties; 

(5) make the Financial Technology Services available on a file-sharing service, application service provider, outsourcing basis, or service bureau basis; 

(6) use the Financial Technology Services to provide services for third parties, including but not limited to tax-related advice or consulting services, and preparation of any documents using the Financial Technology Services for a third party; 

(7) duplicate the Financial Technology Services by any means;

(8) remove any proprietary notice, labels, or marks on the Financial Technology Services, documentation, advice related to the Financial Technology Services, or any work product generated from your use of the Financial Technology Services; 

(9) derive or attempt to derive the source code of the Financial Technology Services;

(10) disable or circumvent any access control or related device, process, or procedure established with respect to the Financial Technology Services; 

(11) disassemble, modify, or reverse engineer the Financial Technology Services;

(12) seek to derive the source code from any executable object code provided to you; 

(13) modify, translate, or otherwise create derivative works based on any part of the Financial Technology Services;

(14) use the Financial Technology Services in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Financial Technology Services;

(15) upload, post, transmit, share, store, or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable;

(16) upload, post, transmit, share, or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

(17) upload, post, transmit, share, or otherwise make available any material that contains software viruses or any other code, files, or programs designed to interrupt, destroy, or limit the functionality of any software or hardware or telecommunications equipment; and

(18) upload, post, transmit, share, store, or otherwise make available content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law.

14.7 “Quick Access” means an alternative method for signing into your electronic account, including alternative credentials like your fingerprint, log-in PIN, face ID, or other biometrics. 

14.8 “Savings Account” or “Spruce Savings Account” means the Spruce-branded savings account established for you at Pathward.

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

14.10 “Spruce Accounts” means your Spruce Spending Account and Spruce Savings Account.

14.11 “Spruce Electronic Account” means your way of accessing information about and managing your Spruce Accounts by logging in at www.SpruceMoney.com or the Spruce mobile app.

14.12 “Spruce User Agreement” or “Agreement” means this Spruce User Agreement.

14.13 “User Content” means any ideas, comments, questions, feedback, statements, survey responses, chat input, testimonials, or other content you provide in User Areas.

14.14 “User Areas” means blogs, message boards, chat rooms, e-mail, surveys, questionnaires, reviews, and other features of the Financial Technology Services that may be offered from time to time and are operated by us or a third party on our behalf.

14.15 “We,” “us,” or “our” means HRB Digital LLC; Emerald Financial Services, LLC; and their Affiliates as applicable (except as otherwise provided in the Arbitration Agreement).