Spruce Peer Payment Agreement

1. Definitions. Capitalized terms have the meanings defined in the Spruce Online and Mobile Services Agreement or the Spruce Spending Account Agreement. To the extent any of the terms defined in this Spruce Peer Payment Agreement conflict with those in the Spruce Online and Mobile Services Agreement or the Spruce Spending Account Agreement, the definition in this Spruce Peer Payment Agreement control as to this Agreement. In addition, for purposes of this Peer Payment Agreement (except as otherwise provided in the Arbitration Agreement), these terms have the following meanings:

a. “Eligibility Criteria” means the current eligibility requirements referenced in Section 2.b below.

b. “Limited User” means a person that does not meet the Eligibility Criteria but has enrolled in the Peer Payment Services after being invited by a User.

c. “Payment” means any payment transaction, initiated pursuant to a Payment Instruction, from or to your Spending Account using the Peer Payment Services.

d. “Payment Instruction” means the information provided to us to make a Payment to a User or Limited User using the Peer Payment Services, including, but not limited to, the Receiver’s phone number or email address, verification of the intended Receiver, and amount to be paid.

e. "Request" means either: 1) a request you make to another User for that User to initiate a Payment to you using the Peer Payment Services; or 2) a request that a User makes to you for you to initiate a Payment to them using the Peer Payment Services.

f. "Peer Payment Agreement" or "Agreement" means this Spruce Peer Payment Agreement.

g. "Peer Payment Services" means the Payment services described in this Peer Payment Agreement.

h. "Receiver" is a User or Limited User that receives a Payment or Request using the Peer Payment Services.

i. "Requestor" is a User that sends a Request using the Peer Payment Services.

j. "Sender" is a User that provides Payment Instructions to initiate a Payment using the Peer Payment Services.

k. "User" means a person that has enrolled in the Peer Payment Services and meets the Eligibility Criteria.

l. "We," "Us," and "Our" means Emerald Financial Services and/or Pathward, as applicable.

m. "You" and "your" mean the accountholder of the Spruce Spending Account agreeing to this Peer Payment Agreement.

2. Spruce Peer Payment Services.

a. Overview. The Spruce Peer Payment Services allow you to use your Spruce Electronic Account to conveniently receive Payments (and send Payments or Requests if you meet the Eligibility Criteria) from certain Users that are friends, family, and others you trust. You should not use the Peer Payment Services to send money to recipients with whom you are not familiar or do not trust. All Payments will be in U.S. dollars, must be made through your Spruce Electronic Account using the Peer Payment Services, and are subject to the terms of this Peer Payment Agreement and applicable laws and regulations.

b. Eligibility for the Spruce Peer Payment Services. We may determine your eligibility for the Spruce Peer Payment Services based on any criteria of our choosing, which we may vary from time to time, and in our sole discretion, including but not limited to how long you have had your Spruce Accounts, transaction history, and the number of qualifying deposits. For further information about our current eligibility criteria, visit the Pay/request FAQs available here. Limited Users will not be able to send Payments or Requests, and will only be able to receive Payments from other Users until they meet the Eligibility Criteria. A Limited User will automatically become a User once they meet the current Eligibility Criteria.

c. Receiving Payments. You can receive Payments when other Users initiate a Payment to you using the Peer Payment Services. By agreeing to this Peer Payment Agreement, you authorize us to credit your Spending Account in the amount of any Payment initiated by another User that identifies you as the Receiver of the Payment. You also agree that, in the event that funds are credited to your Spending Account as a result of a Payment, we may debit your Spending Account in the amount of such Payment, or as otherwise necessary to maintain an accurate balance in your Spending Account, if (1) it is determined that the amount of the Payment was in error or otherwise improper (e.g., it was unauthorized) or (2) for any other reason in our sole discretion.

d. Sending Payments.

i. Users can make Payments from their Spending Account to another User or Limited User using the Peer Payment Services. Limited Users cannot send Payments. When you initiate a Payment, you will complete Payment Instructions identifying the Payment amount and Receiver. When we receive a Payment Instruction from you, you are authorizing us to debit your Spending Account in the amount indicated in the Payment Instructions and to transfer those funds to the User you indicated in the Payment Instructions.

ii. You understand that if you initiate a Payment using the Peer Payment Services and we have begun processing that Payment, that Payment generally cannot be edited, canceled, or revoked. You may only edit or cancel a Payment if we have not yet begun processing it. You also authorize us to credit your Spending Account for any Payment returned to us from Receivers to whom you attempted to send a Payment that was cancelled or otherwise returned to you. You also agree that, in the event that funds are debited from your Spending Account as a result of a Payment and it is determined that the amount of the Payment was in error or otherwise improper (e.g., it was unauthorized), or for any other reason, we may credit your Spending Account in the amount of such Payment, or as otherwise necessary to maintain an accurate balance in your Spending Account.

e. Requests. Users may request a Payment from another User using the Peer Payment Services by sending them a Request. When you approve a Request, you are sending Payment Instructions to send a Payment to the Requestor in the amount in the Request. Requests must be approved before they expire or are cancelled by confirming the Payment is to be made to the Requestor. You understand and agree that you are responsible for verifying the accuracy of the Request, and we are not liable for any inaccurate or incorrect information in any Request you approve. Before a Request is approved, Requests can be cancelled by the Requestor, by the Receiver (if the Receiver denies the Request), or automatically after 48 hours if the Request is not approved or denied. Requests are not a guarantee that the Receiver will initiate a Payment to the Requestor or that the Payment will be made in the amount you requested, and we have no responsibility or liability for the Receiver’s actions. Requests are solely between the Requestor and Request Receiver; we do not verify any information in the Requests. We reserve the right, but assume no obligation, to terminate your ability to send Requests in general, or to specific recipients, if we deem such Requests to be potentially unlawful, abusive, offensive, or unwelcome by the recipient. Limited Users cannot send Requests.

f. Payment Instructions. When you or another User initiates a Payment or make a Request, the User will be asked to provide Payment Instructions (or confirm Payment Instructions if approving a Request), and these Payment Instructions may include the dollar amount of the Payment and information that assists us to identify the Receiver, such as the phone number or email address of the Receiver. Users are responsible for the accuracy of all information related to a Payment or Request, including the Payment Instructions. You must inform us as soon as possible if you become aware that any submitted information is inaccurate. We will make a reasonable effort to stop or recover a Payment made to the wrong person or entity once informed, but we do not guarantee such stoppage or recovery and will bear no responsibility or liability for damages resulting from incorrect information entered by any Sender, Receiver or Requestor.

3. Limits. The following limits apply to the amount of money you can send or receive through the Peer Payment Services:

These dollar and transaction limits may be increased in our sole discretion based on account history or other factors. Your current dollar and transaction limits will be disclosed in your Spruce Electronic Account when you select to make a Payment or Request. Additionally, the limits on type, frequency, and amount may be changed in our sole discretion, including without notice, in order to protect the security and integrity of the Peer Payment Services, subject to applicable law.

4. Limitations

a. No Cancellation of Payments. PAYMENTS CANNOT BE CANCELLED ONCE THE PAYMENT BEGINS PROCESSING. PLEASE REVIEW THE INFORMATION SUBMITTED WITH YOUR PAYMENT INSTRUCTIONS CAREFULLY BEFORE PROCEEDING WITH A PAYMENT INCLUDING VERIFYING THE INTENDED RECIPIENT IS CORRECT.

b. We will use reasonable efforts to complete all your Payments accurately. However, in addition to any reason set forth in the Spruce Sending Account Agreement, we shall incur no liability if we are unable to complete any Payment because of the existence of any one or more of the following circumstances:

i. The Peer Payment Services are not working properly, and you know or have been advised by us about the malfunction before you submit the Payment;

ii. The Payment is refused;

iii. Your Spending Account does not have sufficient funds for the Payment; and/or

iv. We do not have sufficient or correct information to complete the Payment.

c. We are not responsible for, and will have no liability for, including losses and damages, any Payments that fail or are otherwise incorrect, through no fault of our own, including, Payments or Payment Instructions that are completed with incorrect payment amounts, incorrect information about the Sender, Requestor or Receiver or that otherwise involve errors by the User, such as any typos or keystroke errors made when using the Peer Payment Services.

5. Service Availability, Timing and Completion of Payments.

a. The Peer Payment Services will generally be available as outlined in the Services Availability Section of the Online and Mobile Services Agreement.

b. If we have reason to believe that you have engaged in any of the prohibited or unauthorized activities described in this Agreement, the Spending Account Agreement, or Online and Mobile Services Agreement, or have otherwise breached any representations or obligations in those agreements, we may terminate, suspend or limit your access to or use of the Peer Payment Services; notify law enforcement, regulatory authorities, impacted third parties, and others as we deem appropriate; refuse to provide our services to you in the future; and/or take legal action against you. We reserve the right, in our sole discretion, to terminate this Agreement, access to or use of the Peer Payment Services for any reason or no reason and at any time. These rights and remedies are cumulative and are in addition to the other rights and remedies available to us under this Agreement, by law or otherwise.

c. Payments made using the Peer Payment Services are not instantaneous. While the Peer Payment Services generally allow for fast delivery of Payments to Users, the actual speed of delivery may vary. For example, delivery time may be delayed based upon fraud, risk, and other funds availability policies.

d. We may monitor your use of the Peer Payment Services and terminate or suspend your use of the Peer Payment Services or otherwise modify, remove or delete any communication or materials you send using the Peer Payment Services for any reasons or no reason at all, including if we find such communications objectionable.

e. We will never ask you to make Payments to us or other specific Users using the Peer Payment Services. Please contact us immediately at 855-977-7823 if you receive any messages of this type.

6. Unauthorized Payments and Errors. Section 13 of your Spending Account Agreement details your liability for unauthorized Payments or Payments with errors, and your rights and obligations with respect to same. YOU COULD LOSE ALL THE MONEY IN YOUR SPENDING ACCOUNT. If you believe a Payment is unauthorized or is otherwise in error, please contact us immediately as set forth in Section 13 of your Spending Account Agreement.

7. Your Representations and Obligations. In addition to your representations and obligations in the Spruce Spending Account Agreement and Online and Mobile Services Agreement, you agree and represent as follows:

a. You agree that we will not be liable in any way for any Payments that you may receive, regardless of whether you authorized the Sender to send them to you.

b. You agree that you will confirm the accuracy of any Payment Instructions, including that the Receiver and amount in the Payment are accurate. You further understand that we will not be liable in any way for Payments you make if you provide us with inaccurate or incomplete information or fail to confirm the intended recipient is accurate.

c. You understand that the Peer Payment Services (1) are intended for personal, family or household purposes (and not business or commercial purposes); and (2) may not be used for any unlawful purpose. You accordingly agree that you will not use the Peer Payment Services for business, commercial or unlawful purposes.

d. You agree that you will not authorize a third party to use the Peer Payment Services or to share access to your Electronic Account with a third party except in legally authorized situations such as legal guardianship or pursuant to a power of attorney.

e. The Peer Payment Services may not be used for any purpose prohibited by this Agreement, your Spending Account Agreement, or the Online and Mobile Services Agreement, including to initiate prohibited Payments. You acknowledge and agree that you will not use the Peer Payment Services for any purpose that is illegal, improper, abusive, brand damaging or that potentially exposes us or the financial system to risk.

f. You must comply with applicable laws when using the Peer Payment Services or when you initiate or receive a Payment.

8. Refused Payments. We reserve the right to refuse any Payment from any Sender and to any Receiver. We will attempt to notify the Sender promptly if we decide to refuse a Payment unless you attempt to make a prohibited payment under this Agreement.

9. Sharing of Information. As outlined above, the Peer Payment Service allows other Users to send Payments and Requests you. To facilitate this and other functionality, you authorize us to disclose elements of your personal information (including, but not limited to, your name, contact information, and the fact that you are a User or Limited User) to other Users. Such disclosure may occur as part of a process by which other Users can confirm the intended recipient of their Payment or Request after providing certain other information about you, such as your mobile number or email address, verifying you as the intended recipient, or as part of other processes associated with the Peer Payment Service. To revoke this authorization, you can cancel the Peer Payment services by following the process in Section 10 below.

10. Cancellation and Termination. You may cancel the Peer Payment Services at any time by calling us at 855-977-7823. We may terminate or suspend your use of the Peer Payment Services at any time and for any reason or no reason, including, without limitation, your breach of this Peer Payment Services Agreement or any representation made to us. Please note any Payment(s) that begin processing before termination or suspension may be processed by us. Termination by you or by us does not affect your liability or obligations under this Agreement.

11. Access Devices and Security. The Peer Payment Services may only be accessed through your Spruce Electronic Account. The Maintaining Security provisions of Section 4.1(C) of the Online and Mobile Services Agreement apply to your use of the Peer Payment Services. You agree that (a) you will not authorize a third party to use the Peer Payment Services or otherwise give or make available your Spruce Electronic Account, username, password, or Quick Access to any unauthorized individuals except in legally authorized situations such as a legal guardianship or pursuant to a power of attorney; and (b) you will be responsible for all actions taken by anyone to whom you allow to use the Service or that you have provided such Access Credentials. If you believe that your credentials have been lost or stolen or that someone may attempt to use them to access the Site or Service without your consent, you must inform us AT ONCE by contacting us at 855-977-7823. Please also see Section 13 of your Spending Account Agreement entitled Lost or Stolen Cards; Unauthorized Transactions regarding how the timeliness of your notice impacts a consumer's liability for unauthorized transfers.

12. Limitation of Liability. THE FOREGOING SHALL CONSTITUTE YOUR EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF US AND OUR AFFILIATES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, FOR THE PEER PAYMENT SERVICES AND THE PORTION OF THE SITE THROUGH WHICH THE PEER PAYMENT SERVICES ARE OFFERED. YOU ACKNOWLEDGE AND AGREE THAT FROM TIME TO TIME, THE PEER PAYMENT SERVICES MAY BE DELAYED, INTERRUPTED OR DISRUPTED PERIODICALLY FOR AN INDETERMINATE AMOUNT OF TIME DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ANY INTERRUPTION, DISRUPTION OR FAILURE IN THE PROVISION OF THE PEER PAYMENT SERVICES, WHETHER CAUSED BY STRIKES, POWER FAILURES, EQUIPMENT MALFUNCTIONS INTERNET DISRUPTION OR OTHER REASONS. IN NO EVENT SHALL WE OR OUR AFFILIATES OR SERVICE PROVIDERS OR THE EMPLOYEES OR CONTRACTORS OF ANY OF THESE, BE LIABLE FOR ANY CLAIM ARISING FROM OR RELATED TO THE PEER PAYMENT SERVICES CAUSED BY OR ARISING OUT OF ANY SUCH DELAY, INTERRUPTION, DISRUPTION OR SIMILAR FAILURE. EXCEPT AS OTHERWISE PROVIDED HEREIN AND SUBJECT TO APPLICABLE LAW, IN NO EVENT WILL WE OR OUR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, AGENTS OR NETWORK FINANCIAL INSTITUTIONS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES ARISING OUT OF (I) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICE; (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE PEER PAYMENT SERVICES DESCRIBED OR PROVIDED; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE PEER PAYMENT SERVICES DESCRIBED OR PROVIDED, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SERVICE OR WITH THE TERMS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PEER PAYMENT SERVICES. IN THOSE STATES WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES MAY NOT APPLY, ANY LIABILITY OF OURS, OR OUR RESPECTIVE OWNERS, DIRECTORS, OFFICERS AND AGENTS OR THE NETWORK FINANCIAL INSTITUTIONS LIABILITY IN THOSE STATES IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED ONE HUNDRED DOLLARS ($100.00).

13. Indemnification. You agree to defend, indemnify and hold harmless us and our Affiliates and service providers and their Affiliates and the employees and contractors of each of these, from any loss, damage, claim or demand (including attorney's fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Peer Payment Services. You acknowledge and agree that you are personally responsible for your conduct while using the Peer Payment Services and except as otherwise provided in this Agreement, you agree to indemnify, defend and hold harmless us, our owners, directors, officers, agents and Network Financial Institutions from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your use, misuse, errors or inability to use the Service, or any violation by you of the terms of this Agreement.

14. Arbitration Agreement. The Arbitration Agreement in your Spending Account Agreement applies to disputes that arise out of or relate to this Peer Payment Agreement or your use of the Peer Payment Services, unless you opt out of the Arbitration Agreement as provided in your Spending Account Agreement.

15. Consent to Emails and Push Notifications. You consent to the receipt of emails and/or push notifications from us or from other Users regarding the Peer Payment Services.

16. General Provisions Relating to this Peer Payment Agreement

a. Disclaimer of Warranties. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS PEER PAYMENT AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING OUR PEER PAYMENT SERVICES OR ANY SERVICE RELATING TO OR ARISING OUT OF THIS PEER PAYMENT AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE PEER PAYMENT SERVICES AND RELATED DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF OUR PEER PAYMENT SERVICES, AND OPERATION OF OUR SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.

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

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

d. Amendment and Cancellation. We may change the terms of this Peer Payment 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 Peer Payment Agreement, the then-current version will govern your use of the Peer Payment Services. If you continue to use the Peer Payment Services or keep your Spruce Accounts open, you are deemed to have accepted and agreed to any changes, as of the effective date of any such change.

e. Waiver. No waiver of any provision in this Agreement shall be deemed to have been made unless such waiver is in writing and signed by us. Our failure to insist upon the strict performance of any of the covenants or conditions of this Agreement, or to exercise any option or right herein conferred shall not be construed as waiving or relinquishing for the future any such covenants, conditions, rights, or options, but the same shall continue and remain in full force and effect.

f. Taxes. You are solely responsible for determining the amount of any taxes that apply to any Payments you make or receive. You are also solely responsible for collecting, filing, and paying any taxes to any applicable tax authorities.

g. Service Providers. You agree that we may offer you the Peer Payment Services directly or through one or more service providers at our sole discretion.

h. Other Terms. We may transfer or assign all or a portion of any of our rights and obligations to a third party without your notice or consent, unless required by law. Your rights and obligations may not be assigned. We do not waive our rights by delaying or failing to exercise them at any time. Except as provided in the Arbitration Agreement, if any provision of this Peer Payment Agreement is determined to be invalid or unenforceable, the validity or enforceability of any other provision of this Peer Payment Agreement shall not be affected.

The Peer Payment Agreement will survive after your Spruce Accounts and Spruce Electronic Account are closed.

Transaction Type	Dollar Limit	Transaction Limit	Frequency
Sending Payments	$250	3	Daily
	$700	5	Weekly
	$1,000	7	Monthly
Receiving Payments	$1,000	5	Daily
	$1,500	7	Weekly
	$2,500	12	Monthly
Sending Requests	$500	5	Daily
	$1,000	10	Weekly
	$1,500	15	Monthly
Receiving Requests	$500	5	Daily
	$1,000	10	Weekly
	$1,500	15	Monthly
For purposes of the above table, "Daily" refers to a rolling 24-hour period; "Weekly" refers to a rolling 7-day period; and "Monthly" refers to a rolling 30-day period.