Terms and Conditions of the JC Whitney Preferred Account

JC Whitney Preferred Account credit card is offered by Comenity Capital Bank (the "Lender"). By using a JC Whitney Preferred Account to complete
this purchase, you apply for credit and you agree that you have read the Terms and Conditions, including the Agreement to Arbitrate, as well as the
Privacy Policy; and authorize the Lender to review your credit report. You authorize parties with whom you make a purchase to share your personal
information, including email address, with the Lender to use that information for any lawful purpose.

The Terms and Conditions of the JC Whitney Preferred Account include the following:

Important Disclosures
E-Sign Consent
Account Agreement, including Agreement to Arbitrate. You can choose to reject the Agreement to Arbitrate as further explained in Section
24 below.

The information that follows includes important information about the cost of credit and the interest rates that apply to your Account.

JC Whitney Preferred Account Important Disclosures

Interest Rate and Interest Charges

Annual Percentage Rate (APR)
for Standard Purchases

25.99%

How to Avoid Paying Interest

Your due date is at least 25 days after the close of each billing cycle. We will not charge any interest on
Standard Purchases if you pay your entire balance by the due date each month.

Minimum Interest Charge

If you are charged interest, the charge will be no less than $2.00.

For Credit Card Tips from the
Consumer Financial
Protection Bureau

To learn more about factors to consider when applying for or using a credit card, visit the website of the
Consumer Financial Protection Bureau at http://www.consumerfinance.gov/learnmore.

Fees

Annual Fees

Penalty Fees

None

Late Payment Fee

Return Check Fee

Up to $35.00

Up to $25.00

How We Will Calculate the Balance: The Lender uses a method called "average daily balance (including new Purchases)." See the Account
Agreement for more details.

Billing Rights: Information on your rights to dispute transactions and how to exercise those rights is provided in the Account Agreement.

Amendment of the Terms and Conditions. The Lender may amend the Terms and Conditions, including any of the terms stated above, from time to
time, in accordance with the paragraph of the Account Agreement called "Amendment of this Agreement."

Important information about procedures for opening a new account. To help the government fight the funding of terrorism and money laundering
activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What
this means for you: When you open an account, the Lender will obtain your name, address, date of birth, and other information that will allow the
Lender to identify you. The Lender may verify this information with you or others. The Lender may also request to see your driver's license or other
identifying documents.

State Disclosures:
CA Residents: If you are married, you may apply for a separate account. OH Residents: The Ohio laws against discrimination require that all creditors
make credit equally available to all creditworthy customers, and that credit reporting agencies maintain separate credit histories on each individual upon
request. The Ohio Civil Rights Commission administers compliance with this law. NY, RI, and VT Residents: We may order credit reports in connection
with processing applications/solicitations and any update, renewal, or extension of credit. Upon request, we will tell you the name and address of any
consumer reporting agency that furnished a report on you. You consent to the obtaining of such reports by signing or otherwise submitting an
application or solicitation. WI Residents: No provision of a marital property agreement, unilateral statement under Section 766.59, or court decree
under Section 766.70 adversely affects the interest of Comenity Capital Bank, unless the Bank, prior to the time credit is granted, is furnished a copy of
the agreement, statement, or decree or has actual knowledge of the adverse provision when the obligation to the Bank is incurred. If you are married,
please contact us immediately at: JC Whitney Preferred Account, P.O. Box 5018, Timonium, MD 21094 and provide us with the name and address of
your spouse. We are required to inform your spouse that we have opened a credit account for you. NY Residents: Comenity Capital Bank 1-800-504-
7562. New York Residents may contact the New York State Department of Financial Services by telephone or visit its website for free information on
comparative credit card rates, fees, and grace periods. New York Department of Financial Services 1-877-226-5697 or www.dfs.ny.gov.

IMPORTANT NOTICE. In order to complete this transaction online, the Lender must provide you with certain disclosures required by law. The
Lender can provide these disclosures to you online only if you consent. You should choose another payment option if you do not consent.

JC Whitney Preferred Account E-Sign Consent

1. DEFINITIONS. In this JC Whitney Preferred Account E-Sign Consent, the following definitions apply:

"You" and "your" mean the person who is asking to use a JC Whitney Preferred Account to make a purchase.

"We", "us" and "our" mean the Lender and, following an assignment, any person, company or bank to whom the rights of the Lender have been
assigned.

"JC Whitney Preferred Account" is the payment program, which allows you to pay for purchases from JC Whitney by charging the costs to your JC
Whitney Preferred Account.

"Disclosures" means important communications and other information relating to your application for and/or use of your JC Whitney Preferred Account,
including but not limited to agreements, privacy notices, billing statements and changes in terms.

2. CONSUMER CONSENT. By clicking the "Agree and Continue" button and/or checking the "I agree to have the Terms and Conditions presented
electronically" which you hereby adopt as your electronic signature, you consent and agree that:

We can provide Disclosures required by law and other information about your legal rights and duties to you electronically.
Your electronic signature on agreements and documents has the same effect as if you signed them in ink.
We can send Disclosures to you electronically via our website or to the email address that you have provided to JC Whitney in this transaction or
to another email address that you provide to us for that purpose rather than in paper form.
We may alert you when the Disclosures are available, by sending you an electronic communication.
Our email will tell you how you can view the Disclosures.
We will make the Disclosures available to you for not less than 90 days from the date it first became available to you.
You will be able to print a copy of the Disclosure or download the information for your records.
This consent applies to this transaction and all future Disclosures you receive, and to all future transactions in which you use the JC
Whitney Preferred Account at any time, and to other Disclosures that we provide to you by email, unless you have, prior to such transaction,
withdrawn your consent by the procedure mentioned below.

3. WHAT YOU WILL NEED. You understand that in order to access and retain the electronic Disclosures, you will need the following:

A computer with an Internet connection.
A current web browser that includes 128-bit encryption (e.g., Microsoft Internet Explorer version 10.0 and above, Firefox version 2.0 and above,
Chrome version 3.0 and above, or Safari version 3.0 and above) with cookies enabled.
A valid email address.
Sufficient storage space to save past Disclosures OR an installed printer to print them.
If you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add customer-
care@jcwhitney.mypreferredaccount.com to your email address book.

4. REQUESTING PAPER DOCUMENTS AND WITHDRAWING CONSENT. You understand that you may request paper copies of the Disclosures
within 180 days of the date of the Disclosure, and that we will provide them to you by mail at no charge. You understand that you have the right to
receive these Disclosures in paper form and that you may withdraw your consent by logging in to www.jcwhitney.mypreferredaccount.com and going
to "Manage Account." You can also request paper copies and/or withdraw consent by contacting us at 1-800-504-7562 or:

JC Whitney Preferred Account 
P.O. Box 5138
Timonium, MD 21094

5. UPDATING EMAIL ADDRESS. At any time, you can update the email address to which we may send alerts that your Disclosures are available. You
can change your email preferences by logging in to www.jcwhitney.mypreferredaccount.com and going to "Manage Account." You can also do this
by contacting us at 1-800-504-7562 or:

JC Whitney Preferred Account
P.O. Box 5138
Timonium, MD 21094

6. LEGAL EFFECT. By consenting, you agree that electronic Disclosures have the same meaning and effect as if we provided paper Disclosures to you
when and if we are required to do so. When we send you a Disclosure in electronic form or post a Disclosure on our website that shall have the same
meaning and effect as if we provided paper Disclosures to you, whether or not you choose to view the Disclosures, unless you had previously
withdrawn your consent to receive Disclosures electronically.  We may also send you an email alerting you that the Disclosures are available
electronically and make them available online.

7. GENERAL. You understand and agree that we reserve the right to cancel this electronic Disclosure service, change the terms of use of this service
or send Disclosures in paper form at any time. You understand and agree that we are not responsible for any delay or failure in your receipt of any email
notices we may send.

JC Whitney Preferred Account Agreement

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, WITH LIMITED EXCEPTIONS,
RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

This Agreement sets forth the terms and conditions of the JC Whitney Preferred Account credit card (the "Account") and the extensions of credit made
by Comenity Capital Bank (the "Lender").
Please read this Agreement and keep a copy.

1. DEFINITIONS. 
a. Parties to this Agreement and Other Parties
"You", "your" and "Borrower" mean the person who applied for this Account and agrees to this Agreement.
"We," "us," and "our" mean the Lender, and, following an assignment, any person, company, or bank to whom the rights and/or obligations of the Lender
have been assigned.
"Bill Me Later, Inc.," located in Timonium, Maryland, developed PayPal Credit and provides services for the Lender, such as processing transactions,
keeping records, sending billing statements and providing customer service. Bill Me Later, Inc. may also receive payments and perform collection
activities on behalf of the Lender. 
b. Terms
"Account" means the JC Whitney Preferred Account that is the subject of this Agreement.
"Agreement" means the Important Disclosures above, this Account Agreement, and any amendment or addendum thereto.

"Billing Cycle" means the time between the dates on which we prepare billing statements, or would have prepared them if statements were required
under Section 11 "Billing Statements". The Billing Cycle will end on approximately the same day of each month. We may change the day the Billing
Cycle ends, at our option. 
"Cost" means the total price of any item you purchase from the Merchant using the Account, plus any fee or charge you agree to pay the Merchant, the
cost of shipping and taxes, less any applicable discount or credit offered by the Merchant.
"Credit Card" means any JC Whitney Preferred Account credit card provided to you for this Account.
"Credit Limit" means the dollar amount of credit available for you to borrow on this Account. 
"Expiration Date" is the date on which the deferred interest period ends for Deferred Interest Purchases.
"Grace Period" means the period within which you may repay a Purchase without incurring any interest on that Purchase.
"Merchant" means JC Whitney.
"Payment Due Date" means the date which will appear on each billing statement as the "Payment Due Date" for the Billing Cycle.
"Promotional Purchases" include Deferred Interest Purchases and other promotional purchases as offered from time to time that may be subject to
special, promotional repayment terms and/or Annual Percentage Rates ("APRs") for all or part of the time they are unpaid. You may only have the
ability to make some Promotional Purchases from time to time, depending on what the Merchant is offering. All Promotional Purchases may be
separately itemized or may be grouped together in the Interest Charge Calculation and Promotional Purchases sections of your billing statement.

"Deferred Interest Purchases" are Promotional Purchases on which no interest will be charged if they are paid in full within the deferred interest
period.

"Purchases" are extensions of credit made on the Account to the Borrower, when the Borrower uses the Account to pay for a purchase from the
Merchant.

2. HOW YOU AGREE TO THIS AGREEMENT. You agree to the terms of this Agreement and you make the promises it contains by either applying for
or accepting an Account or making a purchase using this Account after receipt of this Agreement.

3. TYPES OF PURCHASES AND TRANSACTIONS. 
a. Standard Purchases. You can make Purchases on this Account by choosing the JC Whitney Preferred Account when you make a purchase from
the Merchant at an authorized location. We will extend credit to you, in the amount of the Cost of the Purchase, by paying the Merchant on your behalf.
We will extend credit subject to the Standard Purchase terms, unless special terms are in effect at the time of the Purchase or are offered by the
Merchant.

b. Promotional Purchases: Deferred Interest Purchases

There are two types of Deferred Interest Purchases:

"No Payments + No Interest if paid in full Purchases" are Deferred Interest Purchases on which no payments will be due during the
deferred interest period.
"No interest if paid in full Purchases" are Deferred Interest Purchases on which minimum monthly payments will be due during the
deferred interest period.

The deferred interest period may be six months or more as disclosed when the transaction is made. If you pay the balance on a Deferred Interest
Purchase in full by the Expiration Date, we will not charge any interest for that Purchase. We will calculate the interest for each Billing Cycle prior to the
Expiration Date and disclose it on the billing statement as the Accrued Deferred Interest. If you do not pay the balance in full before the Expiration Date,
(1) we may charge your Account, in the Billing Cycle in which the Expiration Date occurs, interest on that Promotional Purchase from the transaction
posting date and (2) any remaining balance will be treated as a Standard Purchase beginning on the Expiration Date.

4. YOUR CREDIT LIMIT AND OTHER AGREEMENTS.

a. Credit Limit. At the time you open your Account and request your first extension of credit, we will evaluate your request for credit. If we extend you
credit, we will disclose to you the total amount of your Credit Limit, which will be no less than $250.00.

The total balances of all types of transactions on the Account plus transactions which have been authorized but not yet posted to the Account (but not
including unpaid fees) may not exceed the Credit Limit. If you try to make a Purchase that would cause your outstanding balance to be above your
Credit Limit, we may treat that as a request to increase the Credit Limit.

For example: If your Credit Limit is $650.00, you have a $200.00 balance, and you try to make a Purchase of $500.00, we may treat this as a
request for an increase in the Credit Limit. If we approve this transaction, your new Credit Limit will be $700.00.

We have the option to refuse a request for an increase, but we will notify you of the reasons for any refusal. We may allow you to complete a
transaction in excess of your available credit without increasing your Credit Limit under certain circumstances, such as if you have a previous "non-
sufficient funds" payment on your Account.

We may increase, decrease, or change your Credit Limit at any time. We will notify you if we do so. 
From time to time, we may review your Account to ensure that payments and transactions posting to your Account are valid and not fraudulent and that
good funds are collected for payments. In doing so, we may temporarily limit your ability to utilize the total credit available to borrow until the Account
review is completed and/or transactions and payments are confirmed to be valid and fully collected.

b. We may charge your Account for Purchases. You authorize us to charge this Account for the Cost of any Purchase you, or anyone to whom you
have given permission to use this Account, make from the Merchant using this Account. You understand that the amount that we actually pay to the
Merchant may be less than the Cost of the Purchase, because the Merchant may agree that we or a third party may retain a portion of the Cost.

c. We may charge your Account for Interest and Fees. You authorize us to charge this Account for interest, any fees, costs of collection, and other
amounts that you agree to pay in this Agreement.

5. YOUR PERSONAL INFORMATION. Each time you use this Account, you authorize the Merchant to share your personal information (including email
address) with us to verify your identity, make a credit decision, complete your transaction, service your Account, and/or for any other lawful purpose.

6. YOUR PROMISES TO US.
a. Promise to Pay. You promise to repay to us all extensions of credit (including any and all Purchases) you have authorized us to charge to this
Account and any accrued interest, fees, collection costs, and other amounts that you agree to pay in this Agreement. We may presume you authorized
any Purchase using this Account, if the Purchase is delivered in your name to your address, unless you return the Purchase to the Merchant within a
reasonable time. 
b. Minimum Payment Due. You promise to pay at least the Minimum Payment Due on or before the Payment Due Date each Billing Cycle and in
accordance with the reasonable requirements set forth on each billing statement. 

c. Personal Financial Information. You promise to give us personal financial information about you that we may reasonably request, from time to time.
d. Collection Costs. You promise to pay all costs of collection if we take any action to collect this Account or take any action in a bankruptcy
proceeding filed by or against you, including reasonable attorneys’ fees and expenses, if permitted by applicable law.
e. Your Contact Information. You promise to promptly notify us if you change your name, mailing address, email address, or telephone number. In
doing so, you agree that you will not give us false information or signatures, electronic or otherwise, at any time.
f. Age and Residency. You promise that you are of legal age in the state where you reside and are a resident of the United States when you accept
this Agreement and open the Account.
g. Merchant Disputes. You promise that, if you are dissatisfied with goods or services you purchased from the Merchant, you will try in good faith to
resolve the dispute and correct the problem directly with the Merchant. This shall in no way limit or reduce your rights in case of a billing error.
h. Use of Account. You promise to use this Account only for personal, family, or household purposes.
i. Credit Card. You promise to sign the back of the Credit Card (if one is provided) at the place for the signature above the words "Authorized
Signature." You agree that your signing the Credit Card is not a condition to your promises under this Agreement.
j. Unauthorized Purchases. You promise to notify us immediately if any Credit Card is lost, stolen, or possibly used without your permission. You
promise to pay for any unauthorized Purchases made with the Credit Card before you notify us that the Credit Card was lost, stolen or possibly used
without your permission. Your liability for unauthorized purchases is the least of (1) $50.00, (2) the total of unauthorized purchases made before you
notify us, and (3) the amount for which you are liable under applicable law. You may give us notice by telephone or in writing in accordance with the
section of this Agreement called "Notices and Customer Service."

7. INTEREST RATE AND INTEREST CHARGES. You agree to pay interest on the outstanding balance of this Account until paid in full, as applicable.
Interest may be calculated differently depending on the type of transaction. Interest begins to accrue on the transaction posting date, except interest
does not accrue on any portion of a Standard Purchase that you repay during the Grace Period, if a Grace Period applies.

a. Grace Period:
There is a Grace Period of at least 25 days on new Standard Purchases. This means we will not charge interest on these transactions if you pay them
in full by the Payment Due Date. For example, if:

You make a $500.00 Standard Purchase on January 1;
We send you a statement on or about January 15 with a Payment Due Date of February 12; and
You pay $500.00 (the full amount) by February 12; then
You will not be charged any interest on this Purchase.

You’ll lose your Grace Period if you pay anything less than the total of new Standard Purchases on any statement by the Payment Due Date. If you lose
your Grace Period, you’ll owe interest on any unpaid balance of a transaction to which the Grace Period previously applied from the first day of the next
Billing Cycle and interest on new transactions from the date of posting. For example, if:

You make a $500.00 Standard Purchase on January 1;
We send you a statement on or about January 15 with a Payment Due Date of February 12; and
You pay $400.00 (only part of the full amount) by February 12; then
You will not be charged any interest on the amount you paid ($400.00);

You will be charged interest on the remaining amount ($100.00) from the first day of the next Billing Cycle, February 16; and
New transactions will not qualify for the Grace Period.

To qualify for the Grace Period again, you must pay your Standard Purchases balances in full.

Deferred Interest Purchases do not have a Grace Period. However, you can avoid paying interest on a Deferred Interest Purchase by paying the
balance in full by the Expiration Date. If you do not pay the balance in full by the Expiration Date, you will be charged interest from the transaction
posting date.

b. How We Calculate Interest:

We calculate interest for each Billing Cycle using the Average Daily Balance method. A separate daily balance is calculated for each balance
type. These balance types include, for example, Standard Purchases and different Promotional Purchases.

How we get to the Average Daily Balance: We take the starting balance each day for each balance type, add any new charges and fees,
and subtract any payments and credits (treating any net credit balance as zero). This gives us the daily balance. Then, we add up all the
daily balances for the Billing Cycle and divide the total by the number of days in the Billing Cycle. The result is the Average Daily Balance
for each balance type.
How we get the interest charge for each balance type: We multiply each Average Daily Balance for the Billing Cycle by the number of days
in the Billing Cycle. Then we multiply this by the Daily Periodic Rate. We do this for each day in the Billing Cycle. This gives us the daily
interest charges for each of your different balances.

"Daily Periodic Rate" is a daily interest rate. The daily periodic rate for a given balance is equal to the APR for that balance divided
by 365.

How we get the interest charge for the Billing Cycle: We will then add up the interest for all the balance types, to get the interest for the
Account.

c. Minimum Interest Charge. We charge a minimum of $2.00 of interest in any Billing Cycle in which you owe interest on Standard Purchases.

d. Rate of Interest. We calculate interest on the Standard Purchases and Promotional Purchases using the Daily Periodic Rate of 0.07121%. This
corresponds to the APR of 25.99%. However, if we have disclosed a special promotional rate at the time we made the special offer, we will calculate
interest on balances subject to that special offer using the applicable special promotional rate.

8. FEES. You agree to pay the following Fees, as applicable.

a. Late Payment Fee. We will charge you a Late Fee for each Billing Cycle the Minimum Payment Due is not paid in full by its Payment Due Date. The
Late Fee will be the amount of the missed payment, up to:

$25.00 the first time you are late, and
$35.00 if your payment is late again within the next six Billing Cycles.

However, the Late Fee will not exceed $5.00 if the Minimum Payment Due is less than $25.00.

b. Return Check Fee. We will charge you a Return Check Fee of up to $25.00 if a payment on this Account is made with a check, including a draft,
order, or other instrument, that is returned by a drawee for “not sufficient funds” or other reasons such as a closed account. The fee will not exceed the
Minimum Payment Due immediately prior to the date on which the payment is returned. We will not charge the fee if we redeposit the check and it is

paid.

9. MINIMUM PAYMENT DUE. The Minimum Payment Due each Billing Cycle will be the sum of the payments due on your Account balances as
calculated below plus any amounts past due from previous Billing Cycles.

a. Standard Purchases and No Interest if Paid in Full Purchases.

The payment due for Standard Purchases and No Interest if paid in full Purchases will be the greatest of:

$25.00, or $35.00 if you failed to pay at least the total Minimum Payment Due by the Payment Due Date in any one or more of the prior six Billing
Cycles; or
3% of the balances on the Account (excluding any balance on a No Payments + No Interest if paid in full Purchase prior to its Expiration Date),
on the last day of the Billing Cycle; or
1% of the balances on the Account (excluding any balance on a No Payments + No Interest if paid in full Purchase prior to its Expiration Date),
on the last day of the Billing Cycle plus:

1.  Any interest assessed on the Account in that Billing Cycle (excluding any accrued interest on a Deferred Interest Purchase that has been

billed in that Billing Cycle); and

2.  Any Late Fees and Return Check Fees assessed on the Account in that Billing Cycle.

However, if your unpaid balance of Standard Purchases and/or No interest if paid in full Purchases is less than the amount described above, the
payment due will be that unpaid balance.

b. No Payments + No Interest if Paid in Full Purchases. There is no payment due for a No Payments + No Interest if paid in full Purchase prior to its
Expiration Date.

10. PAYMENT APPLICATION AND PREPAYMENT. We will use each payment in the amount of the Minimum Payment Due or less, first to pay billed
interest, then billed fees, then the principal balance, and then any other amounts due. However, if you have a balance on a Deferred Interest Purchase,
during the two Billing Cycles immediately preceding the Expiration Date, we may use the payment first to pay the balance on any Deferred Interest
Purchases.

You may at any time pay, in whole or in part, the total unpaid balance without any additional charge for prepayment. If you pay more than the Minimum
Payment Due in any Billing Cycle, you still must make the Minimum Payment Due the next Billing Cycle. We will use any amount in excess of the
Minimum Payment Due to pay the balances with the highest interest rate, then the next highest interest rate, and so forth. However, during the two
Billing Cycles immediately preceding the Expiration Date of any Deferred Interest Purchase, we may use payments first to pay the balance on such
Deferred Interest Purchase(s). We may choose to apply prepayments to the Deferred Interest Purchases balance before other balances.

11. BILLING STATEMENTS AND CREDIT BALANCES.

a. Billing Statements. We will provide a billing statement for each Billing Cycle if and as required by applicable law. We need not provide a billing
statement to you if we deem this Account uncollectible or if delinquency collection proceedings have been started. We may provide electronic billing
statements only. You can elect to receive paper statements by calling 1-800-504-7562 or logging in to www.jcwhitney.mypreferredaccount.com.
b. Credit Balances. We will refund any credit balance in excess of $1.00 to you as required by law. You authorize us to make the refund electronically
or using an electronic transfer, (i) if you made the payment which caused the credit balance electronically or using an electronic transfer, or (ii) if you
typically make payments on this Account electronically. 
c. Errors. You agree to notify us of any errors in the billing statement within 60 days from the date it is provided. You agree to examine each billing
statement and to notify us, immediately, of any Purchases which were not made or authorized by you.

12. EVENTS AND EFFECT OF DEFAULT.

a. Events of Default. You will be in default if you:

Fail to make any payment when due;
Violate, or are unwilling or unable to perform, any provision of this Agreement;
Pass away or become incompetent;
Become the subject of bankruptcy or insolvency proceedings;
Supply us with any misleading, false, incomplete, or incorrect information or signature, or fail to supply us with any information we deem
necessary;
Exceed your Credit Limit; or
Give us a payment returned unpaid by your bank or financial institution for any reason.

b. Effect of Default. 
i. Our Rights. If you are in default, we may suspend or close your Account, require you to pay the full amount you owe immediately, or take any other
action permitted by law. This may happen without prior notice unless otherwise required by applicable law. If we exercise our rights, this Agreement will
continue to apply to your Account. 
ii. Collection Costs. You agree to pay all costs of collection (including reasonable attorneys’ fees and expenses) if we take any action to collect this
Account after default, if permitted and to the maximum amount permitted by applicable law.

13. AMENDMENT OF THIS AGREEMENT. We may amend this Agreement from time to time, in any respect, and give you written notice if required by
law. An amendment may change something in this Agreement (for example, the rate of interest on any or all Purchases), add something new or take
something out. Amendments will apply to outstanding balances and new Purchases, except as otherwise indicated in any written notice or as otherwise
provided by applicable law. This Agreement, except when amended in accordance with this Agreement, is the final expression of the Agreement
between you and us and may not be contradicted by evidence of any alleged oral agreement.

14. TERMINATION. We may terminate your Account or this Agreement at any time for any reason without prior notice, subject to limitations of
applicable law. After termination, you will not be able to make new Purchases but you will still have to pay any remaining balance in full. All other
provisions of this Agreement will continue to apply.

15. OUR LIABILITY. We have no responsibility for the failure of the Merchant to accept payment using this Account. Our liability is limited to that
determined by applicable law and will only include your actual damages.

16. REMEDIES CUMULATIVE. Our remedies under this Agreement shall be cumulative and not alternative.

17. DELAY IN ENFORCEMENT. We can delay enforcing any of our rights under this Agreement without losing them. Any waiver by us of any provision
of this Agreement will not be a waiver of the same or any other provision on any other occasion.

18. BOOK ENTRY SYSTEM. You hereby appoint Bill Me Later, Inc. as your agent in maintaining, and Bill Me Later, Inc. agrees to maintain, a book
entry system that records the identity of the owner of each Purchase on the Account. The right to the principal of, and stated interest on, each Purchase
on the Account may only be transferred through the book entry system maintained by Bill Me Later, Inc. This section does not affect any of Borrower's
obligations under this Agreement. This section does not limit or waive any of Borrower's rights, including but not limited to Borrower's Billing Rights.

19. ASSIGNMENT. You may not assign, delegate, or otherwise transfer any of your rights, privileges, or obligations under this Agreement. Any attempt
by you to assign, delegate, or transfer will be void and of no effect. We may assign any and all of our rights under this Agreement at any time without
your consent. Any person, company or bank to which we assign this Agreement shall be entitled to all of our rights under this Agreement. None of your
rights or obligations shall be affected by such assignment.

20. COMMUNICATIONS CONCERNING DISPUTED DEBTS. ALL COMMUNICATIONS BY YOU TO US CONCERNING DISPUTED DEBTS,
INCLUDING AN INSTRUMENT TENDERED AS FULL SATISFACTION OF THE ACCOUNT, MUST BE SENT TO: JC Whitney Preferred Account,
P.O. Box 5018, Timonium, MD 21094.

21. CREDIT INVESTIGATION AND REPORTING. You authorize us and/or Bill Me Later, Inc. to make or have made any credit, employment, and
investigative inquiries we deem appropriate related to your application for credit, this Account, and the collection of amounts owed on this Account. You
agree that we and/or Bill Me Later, Inc. have the right to obtain credit reports on you in connection with (1) your application for this Account, (2) any
potential Credit Limit increase and (3) as we deem reasonably necessary to maintain and collect this Account. You authorize us to answer any
questions about our experience with you related to this Account and to report that experience to credit reporting agencies.

22. COMMUNICATIONS BETWEEN YOU AND US.

a. Notices and Customer Service. Except as provided in Section 20 "Communications Concerning Disputed Debts," you may send written notices,
correspondence, inquiries and questions concerning your Account to us at JC Whitney Preferred Account, P.O. Box 5138, Timonium, MD 21094. You
may also call our customer service department at 1-800-504-7562.

b. Consent to Communications. We and/or Bill Me Later, Inc. may contact you using postal mail, email, and/or telephone. In order to contact you
more efficiently, we and/or Bill Me Later, Inc. may at times also contact you using autodialed and/or prerecorded message calls or text messages at the
telephone number(s) you have provided us. We and/or Bill Me Later, Inc. may place such calls or texts to (i) provide servicing related communications
about your Account or Account activity, (ii) investigate or prevent fraud, or (iii) collect a debt owed to us. You agree that we and/or Bill Me Later, Inc. and
our service providers may contact you using autodialed and/or prerecorded message calls and text messages to carry out the purposes we have
identified above. We and/or Bill Me Later, Inc. may share your phone number(s) with service providers that we contract with to assist us in carrying out
these purposes, but will not share your phone number(s) with third parties for their own purposes without your consent. Standard telephone minute and
text charges may apply. We and/or Bill Me Later, Inc. and our service providers will not use autodialed or prerecorded message calls or texts to contact
you for marketing purposes at the telephone number(s) you designate unless we receive your prior express written consent and you have not revoked
such consent. You may contact our customer service department at 1-800-504-7562 to ask that we not contact you using autodialed and/or prerecorded
message calls or text messages.

c. Monitoring and Recording. We and/or Bill Me Later, Inc. may monitor tape or electronically record your telephone calls with us, including any calls
with our customer service department, collection department and any other department.

d. Emails. You consent to our/Bill Me Later, Inc. emailing you for any lawful purpose, including marketing. You may withdraw your consent to us
sending you commercial emails by changing your email preferences at www.jcwhitney.mypreferredaccount.com or by "unsubscribing" when we send
you an email.

23. GOVERNING LAW, FORUM.
a. Governing Law. This Agreement has been accepted by us in the state of Utah, and all extensions of credit will be made by us in the state of Utah.
Regardless of the state of your residence or the place where the Merchant is located, you agree that the provisions of this Agreement relating to
interest, charges and fees shall be governed by Federal law and construed in accordance with Federal law and, as made applicable by Federal law, the
law of the state of Utah. Other terms and provisions shall be governed by and construed in accordance with the law of the state of Utah, without regard
to principles of conflicts of law, except to the extent preempted, superseded, or supplemented by Federal law.

Additionally, except to the extent preempted, superseded, or supplemented by Federal law and except as otherwise stated in this Agreement, the laws
of the State of Utah, without regard to principles of conflict of laws, will govern any claim or dispute that has arisen or may arise between you and us.

b. Forum for Disputes. Except as otherwise agreed by the parties, in the event that the Agreement to Arbitrate in Section 24 below is found not to
apply to you or to a dispute either as a result of your decision to opt-out of the Agreement to Arbitrate or by the arbitrator(s) or by a court order, you
agree that any claim or dispute you may have against us must be resolved by a court located in Utah. You agree to submit to the personal jurisdiction of
the courts located within Utah for the purpose of litigating all such claims or disputes.

24. AGREEMENT TO ARBITRATE. Please read this provision carefully. It affects your rights and will impact how legal claims you and we have
against each other are resolved if you do not opt-out of this Agreement to Arbitrate.

a. Opt-Out Procedure. YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT
NOTICE. THE WRITTEN OPT-OUT NOTICE MUST STATE THAT YOU DO NOT AGREE TO THIS AGREEMENT TO ARBITRATE AND MUST BE
POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE THAT YOU AGREE TO THE TERMS AND CONDITIONS FOR THE FIRST TIME. THE
OPT-OUT NOTICE MUST INCLUDE YOUR NAME, EMAIL, PHONE, ADDRESS, AND ACCOUNT NUMBER TO WHICH THE OPT-OUT APPLIES.
YOU MUST SIGN THE WRITTEN OPT-OUT NOTICE FOR IT TO BE EFFECTIVE. Mail the opt-out notice to:

JC Whitney Preferred Account c/o Bill Me Later, Inc.
Attn: Litigation Department
Re: Opt-Out Notice
2211 North First Street
San Jose, CA 95131

This procedure is the only way you can opt-out of the Agreement to Arbitrate. If you opt-out of the Agreement to Arbitrate, all other parts of the Terms
and Conditions will continue to apply to your Account. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration
agreements that you may have with us.

b. You and We Agree to Arbitrate Disputes Between Us.

If a dispute arises between you and us, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to
provide you with a neutral and cost effective means of resolving the dispute quickly. If you have a concern, please contact us first at 1-800-504-7562

and we will do our best to resolve your concern to your satisfaction.

Unless you opt-out of the Agreement to Arbitrate, you and we each agree to resolve any Claims (as defined below) in accordance with the
provisions set forth in this Agreement to Arbitrate. Pursuant to this Agreement to Arbitrate, any Claims will be resolved exclusively through
final and binding arbitration, rather than in court, except that you may assert Claims in small claims court, if your Claims qualify and so long
as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Terms and Conditions
evidence a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and
enforcement of this Agreement to Arbitrate. The Agreement to Arbitrate shall survive the closing of your Account and/or the termination of
the Terms and Conditions.

c. Claims Subject to Arbitration.

We and you (including users, custodians, and beneficiaries of your Account) agree to arbitrate any and all disputes or claims between you and us
including claims involving Bill Me Later, Inc. and its or the Lender’s agents, employees, officers, directors, predecessors in interest, and successors and
assigns ("Claim(s)"). This Agreement to Arbitrate is intended to be broadly interpreted. Claims include, but are not limited to:

Federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory;
Claims or disputes that arose before the effective date of the Terms and Conditions or any prior Terms and Conditions (including, but not limited
to, claims relating to advertising, promotions, or disclosures); and
Claims or disputes that may arise after the termination of the Terms and Conditions.

d. Notice of Dispute.

A party who intends to pursue a Claim must first send to the other, by certified mail, a letter describing the Claim (a "Notice of Dispute"). Any Notice of
Dispute sent to the Lender and/or Bill Me Later, Inc. should be addressed to:

JC Whitney Preferred Account c/o Bill Me Later, Inc.
Attn: Litigation Department
Re: Notice of Dispute
2211 North First Street
San Jose, CA 95131

We will send any Notice of Dispute to you to the mailing address we have on file associated with your Account; it is your responsibility to keep your
mailing address up to date. The Notice of Dispute must (a) describe the nature and basis of the Claim(s); (b) set forth the specific relief sought; (c) set
forth the name and address of the claimant; and (d) include the Account number to which the Claim(s) relates. If you and we are unable to resolve the
Claims described in the Notice of Dispute within 30 days after the Notice of Dispute is sent, you or we may initiate arbitration proceedings. A form for
initiating arbitration proceedings is available on the website of the American Arbitration Association ("AAA") at www.adr.org.

e. Prohibition of Class and Representative Actions and Non-Individualized Relief.

YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND
WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND
MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE
ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE
INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S
INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER HOLDERS OF A JC WHITNEY PREFERRED ACCOUNT.

f. Arbitration Procedures.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator or arbitrators instead of a judge or jury, and court review of an
arbitration award is very limited. However, the arbitrator(s) can award the same damages and relief on an individual basis that a court can award to an
individual. The arbitrator(s) also must follow the terms of these Terms and Conditions as a court would. All issues are for the arbitrator(s) to decide,
except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of the subsection above entitled
“Prohibition of Class and Representative Actions and Non-individualized Relief,” shall be for a court of competent jurisdiction to decide. The arbitration
will be conducted by the AAA under its rules and procedures, including the AAA's Consumer Arbitration Rules (as applicable), as modified by this
Agreement to Arbitrate. The AAA's rules are available at www.adr.org.

The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less,
you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and
us subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be
made by telephone by you and/or us, unless the arbitrator(s) requires otherwise.

The arbitrator(s) will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all
claims of privilege recognized by law. The arbitrator(s) shall not be bound by rulings in prior arbitrations involving other holders of a JC Whitney
Preferred Account, but is/are bound by rulings in prior arbitrations involving the same holder of a JC Whitney Preferred Account to the extent required
by applicable law. The award of the arbitrator(s) shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in
any court having jurisdiction thereof. Any settlement offer made by you or us shall not be disclosed to the arbitrator.

g. Costs of Arbitration. 
Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. If the
value of the relief sought is $10,000 or less, at your request, we will pay all filling, administration, and arbitrator fees associated with the arbitration. Any
request for payment of fees by us should be submitted to the AAA in your Demand for Arbitration and we will make arrangements to pay all necessary
fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of accessing arbitration
will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis, we will pay as much of the
filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the cost of accessing arbitration from being prohibitive. In the
event the arbitrator determines the Claim(s) you assert in the arbitration to be frivolous, you agree to reimburse us for all fees associated with the
arbitration paid by us on your behalf that you otherwise would be obligated to pay under the AAA's rules.

h. Severability and Future Amendments to the Agreement to Arbitrate. 
With the exception of any of the provisions in the subsection of this Agreement to Arbitrate titled "Prohibition of Class and Representative Actions and
Non-Individualized Relief," if a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to
Arbitrate shall still apply. If a court decides that any of the provisions in the subsection of this Agreement to Arbitrate titled "Prohibition of Class and

Representative Actions and Non-Individualized Relief" is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void.
The remainder of the Terms and Conditions will continue to apply.

Notwithstanding any provision in the Terms and Conditions to the contrary, you and we agree that if we make any amendment to this Agreement to
Arbitrate (other than an amendment to any notice address or website link provided in the Agreement to Arbitrate) in the future, that amendment shall not
apply to any Claim that was filed in a legal proceeding against us prior to the effective date of the amendment. The amendment shall apply to all other
disputes or Claims governed by the Agreement to Arbitrate. We will notify you of amendments to this Agreement to Arbitrate at least 30 days before the
effective date of the amendments and by providing mail notice. If you do not agree to these amended terms, you may close your account within the 30
day period and you will not be bound by the amended terms.

25. SEVERABILITY. Except as otherwise provided herein, if any provision of this Agreement is held to be invalid or unenforceable, such determination
shall not affect the validity or enforceability of the remaining provisions of this Agreement.

26. BILLING RIGHTS NOTICE. This notice is required by federal law.

Your Billing Rights - Keep This Notice For Future Use

This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.

What To Do If You Find A Mistake On Your Statement

If you think there is an error on your statement, write to us at:

JC Whitney Preferred Account
P.O. Box 5018
Timonium, MD 21094

In your letter, give us the following information:

Account information: Your name and account number.
Dollar amount: The dollar amount of the suspected error.
Description of problem: If you think there is an error on your bill, describe what you believe is wrong and why you believe it is a mistake.

You must contact us:

Within 60 days after the error appeared on your statement.
At least 3 business days before an automated payment is scheduled, if you want to stop payment on the amount you think is wrong.

You must notify us of any potential errors in writing. You may call us or email us, but if you do we are not required to investigate any potential errors and
you may have to pay the amount in question.

What Will Happen After We Receive Your Letter

When we receive your letter, we must do two things:

1. Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we have already corrected the error.

2. Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the bill is correct.

While we investigate whether or not there has been an error:

We cannot try to collect the amount in question, or report you as delinquent on that amount.
The charge in question may remain on your statement, and we may continue to charge you interest on that amount.
While you do not have to pay the amount in question, you are responsible for the remainder of your balance.
We can apply any unpaid amount against your credit limit.

After we finish our investigation, one of two things will happen:

If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that amount.
If we do not believe there was a mistake: You will have to pay the amount in question, along with applicable interest and fees. We will send you a
statement of the amount you owe and the date payment is due. We may then report you as delinquent if you do not pay the amount we think you
owe.

If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling us that you still refuse to pay. If you do so, we
cannot report you as delinquent without also reporting that you are questioning your bill. We must tell you the name of anyone to whom we reported you
as delinquent, and we must let those organizations know when the matter has been settled between us.

If we do not follow all of the rules above, you do not have to pay the first $50 of the amount you question even if your bill is correct.

Your Rights If You Are Dissatisfied With Your Credit Card Purchases

If you are dissatisfied with the goods or services that you have purchased with your credit card, and you have tried in good faith to correct the problem
with the merchant, you may have the right not to pay the remaining amount due on the purchase.

To use this right, all of the following must be true:

1. The purchase must have been made in your home state or within 100 miles of your current mailing address, and the purchase price must have been
more than $50. (Note: Neither of these are necessary if your purchase was based on an advertisement we mailed to you, or if we own the company that
sold you the goods or services.)

2. You must have used your credit card for the purchase. Purchases made with cash advances from an ATM or with a check that accesses your credit
card account do not qualify.

3. You must not yet have fully paid for the purchase.

If all of the criteria above are met and you are still dissatisfied with the purchase, contact us in writing at:

JC Whitney Preferred Account 

P.O. Box 5018
Timonium, MD 21094

While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we will tell you our decision. At
that point, if we think you owe an amount and you do not pay, we may report you as delinquent.

RSPAT0615

FACTS

Why?

What?

How?

Comenity Capital Bank Privacy Policy for the JC Whitney Preferred Account

Rev. September 2015

WHAT DOES COMENITY CAPITAL BANK DO WITH YOUR PERSONAL INFORMATION IN
CONNECTION WITH YOUR JC WHITNEY PREFERRED ACCOUNT?

Financial companies choose how they share your personal information. Federal law gives consumers the
right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and
protect your personal information. Please read this notice carefully to understand what we do.

The types of personal information we collect and share depend on the product or service you have with us.
This information can include:

Social Security number and income
Account balance and transaction history
Credit history and credit scores

When you are no longer our customer, we continue to share your information as described in this notice.

All financial companies need to share customers’ personal information to run their everyday business. In the
section below, we list the reasons financial companies can share their customers’ personal information; the
reasons Comenity Capital Bank chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information

For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal
investigations, or report to credit bureaus

Does Comenity Capital Bank share?

Can you limit this sharing?

Yes

No

For our marketing purposes – to offer our products and services to you

Does Comenity Capital Bank share?

Can you limit this sharing?

For joint marketing with other financial companies

Does Comenity Capital Bank share?

Can you limit this sharing?

Yes

No

Yes

No

For our affiliates' everyday business purposes – information about your transactions and experiences

Does Comenity Capital Bank share?

Can you limit this sharing?

Yes

No

For our affiliates' everyday business purposes – information about your creditworthiness

Does Comenity Capital Bank share?

Can you limit this sharing?

For our affiliates to market to you

Does Comenity Capital Bank share?

Can you limit this sharing?

No

No

No

No

For non-affiliated companies to market to you

Does Comenity Capital Bank share?

Can you limit this sharing?

No

No

Questions?

Call: 1-800-504-7562. For operator relay assistance, first dial 711.

Who we are

Who is providing this notice?

This privacy notice is provided by Comenity Capital Bank and is applicable to all JC Whitney Preferred
Accounts.

What we do

How does Comenity Capital
Bank protect my personal
information?

How does Comenity Capital
Bank collect my personal
information?

To protect your personal information from unauthorized access and use, we use security measures that
comply with federal law. These measures include computer safeguards and secured files and buildings.

We collect your personal information, for example, when you:

Open a JC Whitney Preferred Account or use your JC Whitney Preferred Account
Pay your bill or give us your contact information
Provide account information

We also collect your personal information from others such as credit bureaus, affiliates, and other
companies.

Why can’t I limit all sharing?

Federal law gives you the right to limit only:

sharing for affiliates’ everyday business purposes – information about your creditworthiness
affiliates from using your information to market to you
sharing for non-affiliated companies to market to you

State laws and individual companies may give you additional rights to limit sharing. See below for more on
your rights under state law.

What happens when I limit
sharing for an account I hold
jointly with someone else?

We do not offer joint accounts.

Definitions

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

Comenity Capital Bank does not share with affiliates. However, our affiliates include companies with
the Comenity name, and other nonfinancial companies, such as Epsilon, Alliance Data and
LoyaltyOne.

Non-affiliated Companies

Companies not related by common ownership or control. They can be financial and non-financial companies.

Comenity Capital Bank does not share with nonaffiliates so they can market to you. Nonaffiliates we
share with can include financial service providers – like Bill Me Later, Inc. and PayPal, Inc. – retailers,
direct marketers, publishers, and nonprofit organizations.

Joint Marketing

A formal agreement between nonaffiliated financial companies that together market financial products or
services to you.

Our joint marketing partners include financial companies – like PayPal, Inc. – banks, or insurers.

Other Important Information

We will also comply with more restrictive state laws to the extent that they apply. For example, if your billing address is in Vermont or California, we
will automatically opt you out of sharing your information with nonaffiliates for marketing purposes.