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CCB2/2021

BREAD TERMS OF USE

LAST UPDATED: JANUARY 19TH, 2022

Please read these Terms of Use carefully and print or save for your records.

By accessing the Bread website www.breadpayments.com, including any subdomain
(Site), or using any Bread online products or services (Services), you represent
that you have read and agree to be bound by these Terms of Use and the Bread
Privacy Policy & Notices.

If you do not agree to these terms, do not access the Site or use the Services.

These Terms of Use include an Arbitration Provision with class action and jury
trial waivers.

As used in these Terms of Use, “you” means the person using the Site or Services
and “Bread,” “we,” “us,” and “our” mean Lon Operations LLC (d/b/a Bread) and its
affiliates, successors and assigns.

TABLE OF CONTENTS

E-SIGN Consent
Services and Loans
Communications
Restrictions, Privacy, and Security
General Terms
Arbitration and Jury Trial Waiver

E-SIGN CONSENT

You are agreeing to transact business with us electronically. You will not
receive paper copies of important notices, agreements, and disclosures. Your
electronic signature on agreements and documents, including checking a box or
clicking a button, has the same effect as if you signed them in ink.

SCOPE OF CONSENT

Your consent applies to the following disclosures (Disclosures):

* Any communication from us or our representatives or agents to you; and
* Any disclosure, notice, and other information we are required to give you
under applicable law, including attempts to collect debt.

ELECTRONIC DELIVERY OF COMMUNICATIONS

We may deliver Disclosures to you by:

* Displaying them in on a website or app (for example, as part of an online or
mobile application for credit);
* Sending them to the email address or mobile phone number that you have
provided (or may provide later) to us; or
* Posting them on the Site or Member Portal (defined below).

You agree to take a screenshot of, print, or email yourself a copy of any
Disclosures you wish to keep.

MINIMUM REQUIREMENTS

You will need the following to access Disclosures:

* A valid working email account;
* A cellular device capable of receiving text messages;
* Access to a computer, operating system, and telecommunication connection to
the Internet capable of receiving, accessing, displaying, and either printing
or saving information electronically;
* An Internet browser with one of the current and previous major releases of
Chrome, Firefox, Microsoft Edge, or Safari;
* Sufficient electronic storage capacity on your computer’s hard drive or other
data storage unit; and
* Adobe Acrobat or equivalent software.

We will notify you of any changes to these requirements that create a risk that
you may not be able to receive Disclosures.

WITHDRAWING CONSENT

You may withdraw your consent to receiving Disclosures electronically at any
time by contacting us via email at support@getbread.com or calling (844)
992-7323. Any withdrawal of your consent will be effective only after we have a
reasonable period of time to process your withdrawal. If you withdraw your
consent, your Account (as defined below) may be closed or access to your Account
and the Services may be limited.

CHANGES TO YOUR CONTACT INFORMATION

You agree to inform us of any changes in your email address, mobile phone
number, or any other contact information by sending an email to
support@getbread.com or calling (844) 992-7323.

REQUESTING PAPER COPIES

To request paper copies of any Disclosures, send an email to
support@getbread.com or call (844) 992-7323 within a reasonable time after we
first provided the Disclosure to you. We may also send you Disclosures in paper
form at our option.

ACKNOWLEDGING YOUR ABILITY TO ACCESS DISCLOSURE

You agree and acknowledge that you can access, receive, and retain Disclosures
electronically.

SERVICES AND LOANS

General

Services include:

* Bread’s technology interface (Bread API), which may be used to determine
potential eligibility and submit an application for a loan (Loan) from
Comenity Capital Bank (Bank);
* The portal (Member Portal) by which you may access information and manage
your account with Bread (Account); and
* Other ancillary products and services that we may provide from time to time.

Loans we make available (Bread Loan Program) may include:

* A biweekly payment plan (Bread SplitPay) for purchases from an eligible
merchant (Merchant) on third-party website, in a retail store, by phone, or
by any other method we make available;
* A monthly payment plan (Installments) for purchases from a Merchant on
third-party website, in a retail store, by phone, or by any other method we
make available; and
* A debt consolidation loan (Bread Loan).

CHANGES TO THESE TERMS OF USE

We may change these Terms of Use (including adding or removing provisions) at
any time in our sole discretion. We will post the revised Terms of Use on the
Site and indicate the date the Terms of Use were last revised. You agree to
review these Terms of Use periodically to ensure you are aware of any changes.
By using the Services after the Terms of Use have been updated, you are agreeing
to the new Terms of Use.

ELIGIBILITY

To be eligible for a Loan, you must be of legal age to enter into contracts in
your state (generally 18) and be a legal resident of the United States, except
as otherwise provided in any offer of credit.

Loans may be used to finance a purchase or consolidate debt for your personal,
family, or household use only, unless otherwise provided in any offer of credit.
If you have been denied a Loan from the Bank using the Services during the
preceding 90 days, you are ineligible to submit a new application under the
Bread Loan Program.

By using the Services or accessing this Site, you:

* Represent that you are eligible to do so. If you misrepresent your
eligibility to us you may be prohibited from using the Services in the
future;
* Certify that the information you have provided as part of any Loan
application is true and correct; and
* Authorize the Bank and Bread to verify the information you have provided
and/or verify your identity, including contacting third parties to do so.

In addition, if you apply for a Bread SplitPay Loan, you must have:

* A valid, unexpired credit or debit payment card (Payment Card) associated
with an account you are authorized to use;
* Sufficient capacity on such Payment Card as determined by Bread; and
* No more than the maximum allowed Bread SplitPay Loans permitted by Bread,
which may vary from time to time.

COLLECTING INFORMATION ABOUT YOU

By accessing this Site or by using the Services, you authorize us or a third
party acting on our behalf to collect and store information about you and the
device you are using to access the Services. This includes information that we
will collect, obtain and verify, on behalf of the Bank, pursuant to Section 326
of the USA PATRIOT Act. Review the Bread Privacy Policy & Notices for more
information.

CREDIT REPORTS

You authorize the Bank and Bread to obtain your credit report and other
information from one or more consumer reporting agencies for the purposes of
processing your Loan application, evaluating your Prequalification (as defined
below) request, and/or at the Bank’s or Bread’s discretion from time to time
thereafter in connection with the underwriting, servicing, and/or collection of
any Loan the Bank extends to you.

This written authorization permits the Bank and Bread to make “soft inquiries”
for your credit report from one or more consumer reporting agencies. Soft
inquiries do not impact your credit score.

The Bank and Bread may, at their sole discretion, report information about your
Loan to consumer reporting agencies. Such information may appear on your credit
report and may impact your credit score.

California and Utah residents: As required by law, you are hereby notified that
a negative credit report reflecting on your credit record may be submitted to a
credit reporting agency if you fail to fulfill the terms of your credit
obligations.

We may report information about your loan to credit bureaus. Late payments,
missed payments, or other defaults on your loan may be reflected in your credit
report.

PREQUALIFICATION AND APPLICATION

Prior to submitting a Loan application, you must request an initial
determination of your eligibility and the terms that may be available to you
(Prequalification). The Prequalification terms are not the final terms on which
credit will be available and may change when the Loan Agreement is presented to
you or thereafter. The Prequalification is not a guarantee that you will be
approved for credit because the Prequalification is an estimate and may change
based on a variety of factors.

If you are initially eligible, you may submit a Loan application to the Bank.
All Loans are subject to final approval and funding by the Bank. Any transaction
may be held as pending, delayed for processing, or canceled at any time prior to
the issuance of your Loan by the Bank.

For Installments and Bread SplitPay, if the goods or services you are attempting
to purchase cost more than the amount of the Loan that may be offered to you, or
a Merchant wishes to collect some portion of the payment separately, you may be
permitted to pay the remaining purchase amount directly to the Merchant through
a third-party payment processor by credit or debit card. If a partial refund is
later issued for your purchase, any partial refund will be applied first to the
card used for the separate payment and then to the Loan.

YOUR LOAN AGREEMENT WITH THE BANK

Your Loan agreement with the Bank (Agreement) has important terms, which you
should read. A copy of the Agreement will be provided to you before you complete
your purchase or debt consolidation request so you can review and decide whether
to accept the terms offered.

There may be a delay in the issuance of Loan proceeds. For Installments and
Bread SplitPay, Loan proceeds may be issued to the Merchant before they have
fulfilled shipment of the goods to you and interest may start accruing on your
Loan or payments may be due before you have received your goods or services from
the Merchant. You should notify the Merchant if there are any unexpected delays
or issues with your order. Please review the Merchant Disputes, Refunds, and
Cancellations section on how to resolve disputes with a Merchant. Please review
the Debt Consolidation Loans section for additional details about Bread Loans.

After the Loan has been issued by the Bank, you will receive an email with
instructions on how to access the Member Portal, where you can view your
Agreement.

DEBT CONSOLIDATION LOANS

We may offer you the ability to apply for a Bread Loan to pay the outstanding
balance on one or more credit cards issued in your name by eligible U.S. banks.
All Bread Loan proceeds will be paid to your credit card issuers and you will
not receive any proceeds directly.

We are unable to consolidate balances from Comenity Bank or Comenity Capital
Bank, creditors who are unable to accept payment electronically and require a
paper check, or non-U.S. creditor accounts. Bread Loans may not be used to
consolidate other types of loans, including post-secondary education expenses,
real estate, mortgages, securities, vehicle financing, or any other purpose
prohibited by law, these Terms of Use, any requirements or limitations we
disclosed at the time of offer, or the terms of your Agreement. Additional
limitations may apply, including the number of credit card accounts that you may
designated for one Bread Loan or the minimum and maximum Bread Loan amount that
you may apply for.

Your Bread Loan may result in a higher annual percentage rate (APR) or higher
monthly payment than you would otherwise pay through your current creditor.
Please review your agreement with your credit card issuers for more information
about rates, fees, and other charges to decide what is best for your needs.

We rely on the accuracy of the credit card information that you provide to us
and are not required (but reserve the right) to verify information before
sending any Bread Loan proceeds.

You are responsible for making all required payments on your credit card
accounts until your transfers are complete. In addition, the amount you
designated to be paid to a particular credit card issuer may not fully pay off
your balance at the time that credit card issuer receives the proceeds and posts
them to your account.

We reserve the right to cancel or reject any Bread Loan payment to any or all
credit card issuers. In addition, if we cannot process a Bread Loan payment to a
credit card issuer, for whatever reason, within 10 business days from executing
your Agreement, we may cancel that payment. In certain cases, your credit card
issuer may not be able to post a Bread Loan payment to your account (for
example, if the credit card information you provided is incorrect or your credit
card issuer rejects the payment). We will reduce the total amount of your Bread
Loan by the cancelled or failed amount and you will not owe any interest on the
cancelled or failed payment.

We will not be liable for:

* Your failure to make your required payments on your credit cards;
* Any loss or injury you may incur for any delayed, canceled, or failed Bread
Loan payment; or
* Any credit card balance that may remain after your Bread Loan proceeds are
posted to your credit card account.

You agree to help us resolve any disputes with other creditors.

Third Party Loan Recipients (Merchants, Credit Card Issuers)

You acknowledge that Bread is not responsible for:

* Any defect or warranty associated with any goods or services provided by
Merchants;
* Your use of a Merchant’s goods or services; or
* The content of or your use of Merchant websites, which are governed by the
Merchants’ own terms of use and privacy policies.

You agree that you will not hold Bread liable under any theory of products
liability, personal injury, or breach of warranty for your purchase or debt
consolidation.

MERCHANT DISPUTES, REFUNDS, AND CANCELLATIONS

Any disputes pertaining to the product or service, the amount you were charged,
delivery, or any other aspect of your retail transaction with a Merchant must be
first directed to the Merchant.

If you are unable to resolve an issue regarding your purchase with the Merchant
you may contact us to submit a dispute on your behalf. Please review the FAQ How
do I dispute a purchase on my Bread account on the Site for more information.

If the Merchant processes a refund, we will make adjustments to your Loan as
provided in your Agreement. If the refund is for the entire borrowed amount, you
may still owe finance charges depending on when the Merchant notifies us of the
refund. If a refund is processed by the Merchant before the Loan is issued, your
Loan will be issued in the reduced amount or your Loan will be canceled in its
entirety if the reduced amount is equal to the full amount of the Loan. You will
still be responsible for any outstanding balance on your Loan. You may also owe
other amounts (such as interest, late fees, or non-sufficient funds fees) that
accrued prior to issuance of the refund and were not paid. Review your Agreement
for further details.

For Bread Loans, you are solely responsible for identifying the amount to be
paid to your credit card issuers. If the amount results in an overpayment to
your credit card account, we will not issue a refund or cancel your Loan (in
whole or in part) and your repayment obligation under your Agreement will remain
unchanged. Once your Bread Loan proceeds have been posted by your credit card
issuers to your accounts, any disputes regarding overpayments must be directed
to the credit card issuers.

REPAYMENT

You may log into the Member Portal at member-portal.breadpayments.com/login or
call (844) 992-7323 to make a payment via electronic fund transfer from your
bank account or debit card for Installments and Bread Loans or debit or credit
card for Bread SplitPay Loans.

For Bread SplitPay Loans, you must consent to enroll in AutoPay prior to or at
the time of checkout and authorize Bread to authorize recurring charges to your
Payment Card on each due date. You can unenroll in AutoPay or change your
registered Payment Card at any time by logging into the Member Portal or calling
(844) 992-7323.

If you attempt to complete a purchase using a Bread SplitPay Loan, you agree
that we may authorize a debit or charge to your Payment Card equal to up to half
the amount of your purchase. Any unpaid portion of that authorization that is
canceled or refunded to you may take several days to be reflected on your
Payment Card account. We are unable to control when that amount will be credited
back to you. We are not responsible for the release of any holds. Please contact
your card issuing bank.

Denial, Suspension or Termination

At any time, we or the Bank may without notice:

* Discontinue providing the Services or any part thereof;
* Deny or suspend your use of the Services;
* Prevent your access to the Site or to the Services;
* Remove and discard any content within the Services;
* Suspend or terminate your Account or any part thereof;
* Cancel, deactivate, or delete your Account and delete all information and
files in your Account; and
* Refer suspected fraudulent, abusive, or illegal activity to appropriate law
enforcement authorities.

We may take these actions for any reason permitted by applicable law, including
but not limited to your creditworthiness, suspected fraud, your history of using
the Services, your violation of any agreement with us or the Bank, including
these Terms of Use, or if we have reason to believe that you have engaged in any
of the Restricted Activities (as defined below).

We will not be liable to you or any third party for taking any of these actions.

COMMUNICATIONS

General

Bread and any party acting on our behalf may communicate with you about your
Loan electronically, by phone, or in writing. Any electronic communications will
be considered to be received by you at the time we email it to you or otherwise
send it to your attention (such as via SMS or other online or mobile
notification). Bread may monitor or record telephone conversations you or anyone
acting on your behalf has with Bread or its agents for quality control and
training purposes.

Mobile Communications

By providing your mobile phone number, you agree that Bread, its affiliates, and
service providers may communicate with you about your account and any Bread
Service through phone calls or texts, including any such telephonic
communications that may be made or generated using an automatic dialer system,
automatic telephone dialing system, pre-recorded voice message, or artificial
voice. Message and data rates may apply. The frequency of text messages may
vary. We may contact you at the mobile phone number you provided to us at the
time of application or any other phone number you may provide to us in the
future. You represent that you are the owner, or authorized user of the mobile
phone number and are authorized to consent to receive texts and other
communications.

How to Opt Out of Text Communications for Account Servicing Purposes. You may
opt out of future account servicing texts by replying “STOP.” Opting out of
account servicing text messages will not opt you out of other text messages that
we may send you, such as texts we may send you if we suspect fraud, if you have
missed a payment and are in default, or marketing texts you may have separately
elected to receive.

Safeguarding your Mobile Phone. Anyone with access to your mobile phone may be
able to view texts that we send you. If you do not want anyone to view your
Bread texts, you should safeguard your mobile phone. You accept full
responsibility for safeguarding any communications that we may send to your
mobile phone.

Third-Party Providers. You authorize your wireless operator to disclose your
mobile number, name, address, email, network status, customer type, customer
file, billing type, mobile device identifiers (IMSI and IMEI), and other
subscriber status and device details, if available, to our third-party service
provider, solely to verify your identity and prevent fraud for the duration of
the relationship. See the Bread Privacy Policy & Notices for how we treat your
data.

Text Carriers and Delivery. We do not guarantee that you will receive servicing
texts. Circumstances beyond our control may result in your not receiving texts.
Supported carriers for text messages may change from time to time. Not all
carriers may support Bread’s texts messages. Your carrier may not deliver texts
while you are roaming, out of the country, or otherwise outside of its service
area.

Support/Help. For questions,call (844) 992-7323. You may also text “HELP” for
more information.

Communication in Languages Other Than English

You agree to receive all communications on the Site and/or in connection with
the Services in English. We may, at our option, communicate with you in other
languages as a courtesy. We may stop communicating with you in non-English
languages at any time. While we try to ensure accuracy of translations, we are
not responsible for any inaccuracies in translation or misunderstandings due to
differences in usage or dialect. In the event of inconsistency between the
English version and the translation, the English version will control.

Contact Information

You agree to inform us immediately of any changes in your billing address, email
address, or phone number by sending an email to support@breadpayments.com or
calling (844) 992-7323.

RESTRICTIONS, PRIVACY, AND SECURITY

Restricted Activities

The items listed below are a non-exclusive list of prohibited activities
(Restricted Activities) when using the Services:

* You will not provide any false, inaccurate, or misleading information;
* You will not provide information belonging to any person other than yourself
or use an account that belongs to another person for yourself or on behalf of
another person;
* Using the Services for any illegal purpose or engaging in any activity that
is illegal or in contravention of any agreement you have with Bread,
including these Terms of Use;
* Using the Services to purchase any age-restricted goods or services or
products and services with varying legal status on a state-by-state basis,
which restriction may be waived in our sole discretion;
* Using any software, device, or other technology, including but not limited to
viruses, trojan horses, or other bots intended to interfere with the
Services, commit unauthorized use of the Site or attempt to gain unauthorized
access to Bread systems or disrupt the Site or the Services in any way;
* Using any robot, spider, site search/retrieval application or other manual or
automatic device to retrieve, index, “scrape,” “data mine,” or otherwise
gather Site content or reproduce or circumvent the navigational structure or
presentation of the Site without Bread’s express prior written consent.
However, Bread grants the operators of public search engines permission to
use spiders to copy materials from the Site for the sole purpose of and
solely to the extent necessary for creating publicly available, searchable
indices of such materials, but not caches or archives of such materials,
subject to compliance with any instructions posted in the robots.txt file
located in the Site’s root directory. Bread reserves the right to revoke such
permission either generally or in specific cases at any time and without
notice;
* Using the Services for competitive purposes, including to reverse engineer
Bread’s technology or the Bread API or to engage in mystery shopping; or
* Using the Site or Services to engage in any other activities that we
consider, in our sole discretion, to be objectionable or to be a violation of
our policies or agreement with our Merchant partners.

Account Security

You are responsible for maintaining security of the login credentials for your
Account. If you think your Account has been compromised, contact us immediately
by sending an email to support@breadpayments.com or calling (844) 992-7323.

Your Account on the Member Portal will include personal and sensitive
information about you and your Account. You agree that you are fully responsible
for any activity that occurs on your Account in the Member Portal by anyone you
have given your access credentials to or have permitted to access your Account.

Third Party Access

If you authorize a third party to access your Account or share your Account
information with them, Bread may disclose information about your Account with
such third party. Granting a third-party authorization to take action on your
behalf or use your information does not relieve you of any responsibilities
under these Terms of Use or any Agreement. Payments made on your behalf from
third parties, including those whom you authorize to access your Account, may be
accepted and reflected in your Account.

Privacy

Please review the Bread Privacy Policy & Notices, which are incorporated into
these Terms of Use by reference. By accessing the Site or using the Services,
you are consenting to have your personal data transferred to and processed by
Bread in accordance with the Bread Privacy Policy & Notices. Under no
circumstances does Bread guarantee that particular information will be recorded
and retained.

User Content; Feedback

You represent and warrant that you own all right, title, and interest in the
content, data, or other materials you upload or otherwise submit through the
Services (User Content). By uploading or otherwise submitting any User Content,
you grant Bread and its affiliated companies a nonexclusive, worldwide, royalty
free, fully paid up, transferable, sublicensable, perpetual, irrevocable license
to copy, display, upload, perform, distribute, store, modify, and otherwise use
your User Content in connection with the operation of the Services.

Bread may preserve content and may also disclose content if required to do so by
law or in the good faith belief that such preservation or disclosure is
reasonably necessary to:

* Comply with legal process, applicable laws, or government requests;
* Enforce these Terms of Use;
* Respond to claims that any content violates the rights of third parties; or
* Protect the rights, property, or personal safety of Bread, its users, and the
public.

The technical processing and transmission of the Services, including your User
Content, may involve:

* Transmission over various networks; and
* Changes to conform and adapt to technical requirements of connecting networks
or devices.

From time to time we may ask you to provide feedback on the Services or you may
affirmatively provide us with feedback. Unless otherwise indicated, any content
submitted to Bread via the Site will be deemed and remain the property of Bread.
Any comments, ideas, or feedback you provide us are non-confidential and we may
use them without any restriction or compensation to you. We do not waive any
rights to use similar or related ideas or feedback previously known to us,
developed by our employees, or obtained from other sources.

Links to Other Web Sites and Content

The Services may appear on other websites, including Merchant websites, and the
Site may contain links to, or you may be directed to, other websites (Third
Party Sites), as well as articles, photographs, text, graphics, pictures,
designs, music, sound, video, information, software, and other content belonging
to or originating from third parties (Third Party Content). Such Third Party
Sites and Third Party Content are not monitored or checked for accuracy,
appropriateness, or completeness by us and we are not responsible for any Third
Party Sites or any Third Party Content posted on the Site. If you decide to
leave the Site and access any Third Party Sites, you do so at your own risk and
you should be aware that our terms and policies no longer govern. You should
review the applicable terms and policies, including privacy and data gathering
practices, of any Third Party Site.

GENERAL TERMS

Statute of Limitations

Regardless of any statute or law to the contrary, any claim or cause of action
arising out of or related to these use of the Services or these Terms of Use
must be filed within one year after such claim or cause of action arose or
within the shortest limit permitted under applicable law. However, any claims or
causes of action arising out of related to your Agreement (including with
respect to any assignees of the Loan or the Bank’s rights under the Loan) are
expressly excluded from this provision.

Intellectual Property—Limited License

By using the Services, you acknowledge that Bread or one of its affiliates owns
all right, title, and interest in any software, code, system, technology,
content, design, graphics, procedures, and other intellectual property embedded
in the Services, the Site, or through the Bread API, including Bread’s name,
logo, and any other trademarked material but expressly excluding your User
Content (Bread IP).Copying, redistributing, or publishing any part of the
Services is strictly prohibited, unless otherwise expressly permitted. Posting
of information or materials on the Services by Bread does not constitute a
waiver of any right in such information and materials.

Provided that you are eligible to use of the Site and the Services, you are
granted a limited, revocable, nontransferable license to access and use the
Bread IP and the Services solely for your personal, noncommercial use (including
to access any disclosures). Any other use of the Bread IP is strictly prohibited
and will terminate the license granted herein. Any rights not expressly granted
herein are reserved by Bread.

Limitation on Liability

To the extent permitted by applicable law, notwithstanding anything in these
Terms of Use to the contrary, in no event will we, our affiliates, or our
respective directors, employees, or agents be liable to you or any third party
for any indirect, consequential, exemplary, incidental, special, or punitive
damages, including for any lost profits or lost data, arising from your use of
or inability to use the Site or the Services or otherwise arising under or
relating to these Terms of Use (including your use of any product purchased
using the Services, the unavailability of the Services for any reason, or any
system failure or malfunction associated with the Services). These limitations
on liability will apply even if we are advised of the possibility of such
damages or claims. In all other instances and to the extent permitted by
applicable law, notwithstanding anything in these Terms of Use to the contrary,
our liability to you for any cause whatsoever, and regardless of the form of the
action, will at all times be limited to the amount paid, if any, by you for the
Services in the six months preceding the applicable claim. You expressly
understand and agree that Bread would not provide the Services to you without
such limitations.

If you are a user from New Jersey, this Limitation on Liability section is
intended to be only as broad as is permitted under the laws of New Jersey. If
any portion of this section is held to be invalid under the laws of New Jersey,
the invalidity of such portion will not affect the validity of the remaining
portions.

Disclaimer of Warranties

Your use of the Site and the Services is at your sole risk. The Site and
Services are provided on an “as is” and “as available” basis. Bread expressly
disclaims all warranties of any kind, whether express, implied, or statutory,
including but not limited to the implied warranties of merchantability, title,
non-infringement, or fitness for a particular purpose. In addition, Bread
expressly disclaims any liability for errors or omissions in any information
provided as part of the Services or on the Site and any warranties regarding the
operability of the Services or liability for any service interruptions or
systems failures that may affect the Services at any time. We cannot guarantee
and do not warrant that your access will be uninterrupted, timely, secure, or
error-free or that the Site will be free of computer viruses.

If you are a user from New Jersey, this Disclaimer of Warranties section is
intended to be only as broad as is permitted under the laws of New Jersey. If
any portion of this section is held to be invalid under the laws of New Jersey,
the invalidity of such portion will not affect the validity of the remaining
portions.

Governing Law, Venue, and Jurisdiction

Except and to the extent the Arbitration Provision may apply to any dispute, by
accessing the Site or using the Services, you agree:

That the laws of the State of New York, without regard to any principles of
conflict of laws, will govern these Terms of Use or your use of the Services; To
the personal jurisdiction by and venue in the state and federal courts in New
York County, New York; and That such courts are the exclusive forum for
litigation of any claim or cause of action arising out of or relating to your
use of this Site or the Services.

Indemnity and Release

You agree to release, indemnify, and hold Bread, its affiliates, and each of
their respective directors, employees, and agents harmless from and against any
and all loss, liability, damages, costs, and expenses, including reasonable
attorneys’ fees, rights, claims, actions of any kind, or injury arising out of
or in connection with your use of the Site or the Services, any User Content, as
well as any claims based on breach of contract, tort, product liability, or
breach of warranty, or any violation of the Terms of Use. You agree to fully
cooperate at your expense as reasonably required by Bread. Bread may, at its
election, assume the defense and control of any matter for which it is
indemnified hereunder. You shall not settle any matter involving Bread without
the consent of Bread.

Notwithstanding the foregoing, you will have no obligation to indemnify or hold
harmless any indemnitee from or against any liability, losses, damages, or
expenses incurred as a result of any action or inaction of such Indemnitee. If
you are a California resident, you waive Cal. Civ. Code § 1542, which says: “A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.” If
you are a resident of another jurisdiction, you waive any comparable statute or
doctrine.

If you are a user from New Jersey, this Indemnity and Release section is
intended to be only as broad as is permitted under the laws of New Jersey. If
any portion of this section is held to be invalid under the laws of New Jersey,
the invalidity of such portion will not affect the validity of the remaining
portions.

Other

* Our failure to exercise or enforce any right or provision of these Terms of
Use will not constitute a waiver of such right or provision in that or any
other instance.
* Except as specified above, if any provision of these Terms of Use is held
invalid, the remainder of these Terms of Use will continue in full force and
effect.
* The section headings used in the Terms of Use are for reference only and do
not carry any legal significance.
* Although Bread will make commercially reasonable efforts to make the Services
available to you, delays may result from first or third-party service
outages, hardware failure, telecommunications issues, software failure,
overloading of system capacities, acts of God (including weather, fire, water
damage, explosion, and natural disasters), pandemics, epidemics, changes in
government or regulatory restrictions, issues with Merchant technology or
fulfillment, delays in approval by the Bank, or for other reasons outside of
Bread’s control. Bread is not responsible for any such delays.
* The Site and Services are available only in the United States in
jurisdictions where the Bread Loan Program is available. We do not make any
representations that the Services or the Site are appropriate for or comply
with the laws or regulation of any other jurisdiction.
* We may limit the Site’s availability, in whole or in part, to any person,
geographic area or jurisdiction that we choose, at any time and in our sole
discretion.
* The Site is controlled and/or operated from the United States and is not
intended to subject Bread to non-U.S. jurisdiction or laws, except as
otherwise expressly stated in these Terms of Use.
* If you access or use the Site, you do so at your own risk, and you are
responsible for complying with all local laws, rules, and regulations.
* Upon our request, you will take any actions necessary to evidence your
compliance with these Terms of Use.
* The Terms of Use are between you and Bread and these Terms of Use will not
vest any rights to any third party from your use of the Services or the Site.
However, affiliates of Bread are intended third party beneficiaries of these
Terms of Use.
* You may not assign your rights or obligations under these Terms of Use to any
other party without our prior written consent. We may freely assign our
rights and obligations under these Terms of Use at any time without notice.
* Provisions of these Terms of Use that would reasonably be expected to survive
termination or expiration of these Terms of Use, including, but not limited
to Intellectual Property—Limited License; Limitation on Liability; Governing
Law, Venue, and Jurisdiction; Indemnity and Release; and Arbitration and Jury
Trial Waiver, will survive termination or expiration of these Terms of Use.
* In addition to these Terms of Use, you may enter into other agreements with
us or the Bank that will govern your use of the Services. If there is a
conflict between these Terms of Use and another agreement that you enter into
with us and/or the Bank (including, without limitation, your Agreement), such
other agreement will take precedence with respect to the specific aspects of
the Services to which it applies.
* These Terms of Use constitute the entire understanding between you and Bread
about your use of the Site and Services and supersede all prior
understandings of the parties relating to the subject matter at hand but are
subject to other agreements we may enter into with you specific to the
Services.

Notice for California Users

Per Cal. Civil Code § 1789.3, you may contact the Complaint Assistance Unit of
the Division of Consumer Services of the California Department of Consumer
Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, (916)
445-1254 or (800) 952-5210. You may contact us at Lon Operations LLC, P.O. Box
1264, New York, NY 10276 or (844) 992-7323.

ARBITRATION AND JURY TRIAL WAIVER

If you are a covered borrower under the Military Lending Act, 10 U.S.C. § 987,
the Arbitration and Jury Trial Waiver section does not apply to you.

Key provisions: Please read the following important provisions carefully. Pay
special attention to Paragraphs:

* A (Jury trial waiver);
* C.5 (Court and Jury Trials Prohibited; Other Limitations on Legal Rights);
and
* C.6 (Prohibition Against Certain Proceedings (Class Action Waiver)).

A. Jury trial waiver

To the extent permitted by law, you and we waive any right to trial by jury in
the event of a lawsuit arising out of or related to these Terms of Use. This
jury trial waiver shall not affect the Arbitration Provision below (including
the jury trial waiver contained therein). You and we each represent that this
waiver is given knowingly, willingly and voluntarily.

B. Notice and cure

Prior to bringing a lawsuit or initiating an arbitration that asserts a claim
arising out of or related to these Terms of Use (as further defined below,
“Claim”), the party asserting the Claim (“Claimant”) shall give the other party
(“Defendant”) written notice of the Claim (“Claim Notice”) and a reasonable
opportunity, not less than 30 days, to resolve the Claim.

Any Claim Notice to you shall be sent to the address we have in our records (or
any updated address you subsequently provide to us). Any Claim Notice to us
shall be sent by mail to C/O Bread Compliance, P.O. Box 11499, Tampa, FL 33680
(or any updated address we subsequently provide). Any Claim Notice you send must
provide your name, address, and Loan number (if applicable) and explain the
nature of the Claim and relief demanded. You may only submit a Claim Notice on
your own behalf and not on behalf of any other party. No third party, other than
a lawyer you have personally retained, may submit a Claim Notice on your behalf.
The Claimant must reasonably cooperate in providing any information about the
Claim that the Defendant reasonably requests.

C. Arbitration provision

Read this provision carefully.

1. Parties: Solely as used in this Arbitration Provision (and not elsewhere in
these Terms of Use), the terms “we,” “us,” and “our” mean (a) Lon
Operations LLC (d/b/a/ Bread) and its successors and/or assigns, as well as
any parent, subsidiary, or affiliate of theirs and their employees,
officers, and directors (the “Bread Parties”); and (b) any other person or
company that provides any services in connection with these Terms of Use if
you assert a Claim against such other person or company at the same time
you assert a Claim against any Bread Party.
2. Covered Claims: “Claim” means any claim, dispute, or controversy between
you and us that in any way arises from or relates to these Terms of Use,
any other documents referenced in these Terms of Use, the Loan, and/or any
prior agreement or Loan. “Claim” includes disputes arising from actions or
omissions prior to the date of the Loan, including the advertising related
to, application for or approval of the Loan. “Claim” has the broadest
possible meaning and includes initial claims, counterclaims, cross-claims,
and third-party claims. It includes disputes based upon contract, tort,
consumer rights, fraud, and other intentional torts, constitution, statute,
regulation, ordinance, common law, and equity (including any claim for
injunctive or declaratory relief). “Claim” does not include disputes about
the validity, enforceability, coverage, or scope of this Arbitration
Provision or any part thereof (including, without limitation, the
prohibition against class proceedings, private attorney general
proceedings, and/or multiple party proceedings described in Paragraph C.6
(Prohibition Against Certain Proceedings (Class Action Waiver)), Paragraph
C.12 (Severability), and/or this sentence); all such disputes are for a
court and not an arbitrator to decide. However, any dispute or argument
that concerns the validity or enforceability of these Terms of Use as a
whole is for the arbitrator, not a court, to decide.
3. Starting an Arbitration: Arbitration may be elected by any party with
respect to any Claim, even if that party has already initiated a lawsuit
with respect to a different Claim. Arbitration is started by giving a
written demand for arbitration to the other party. We will not demand to
arbitrate an individual Claim that you bring against us in small claims
court or your state’s equivalent court, if any. But if that Claim is
transferred, removed or appealed to a different court, we then have the
right to demand arbitration.
4. Choosing the Administrator: “Administrator” means the American Arbitration
Association (“AAA”), 120 Broadway, 21st Floor, New York, NY 10271,
www.adr.org; JAMS, 620 Eighth Avenue, 34th Floor, New York, NY 10018,
www.jamsadr.com; or any other company selected by mutual agreement of the
parties. If both AAA and JAMS cannot or will not serve and the parties are
unable to select an Administrator by mutual consent, the Administrator will
be selected by a court. The arbitrator will be appointed by the
Administrator in accordance with the rules of the Administrator. However,
the arbitrator must be a retired or former judge or a lawyer with at least
10 years of experience. You get to select the Administrator if you give us
written notice of your selection with your notice that you are electing to
arbitrate any Claim or within 20 days after we give you notice that we are
electing to arbitrate any Claim (or, if you dispute our right to require
arbitration of the Claim, within 20 days after that dispute is finally
resolved). If you do not select the Administrator on time, we may do it.
Notwithstanding any language in this Arbitration Provision to the contrary,
no arbitration may be administered, without the consent of all parties to
the arbitration, by any Administrator that has in place a formal or
informal policy that is inconsistent with the Class Action Waiver.
5. Court and Jury Trials Prohibited; Other Limitations on Legal Rights: If you
or we elect to arbitrate a Claim, you will not have the right to pursue
that Claim in court or have a jury decide the Claim. Also, your ability to
obtain information from us is more limited in arbitration than in a
lawsuit. Other rights that you would have if you went to court may also not
be available in arbitration.
6. Prohibition Against Certain Proceedings (Class Action Waiver): If you or we
elect to arbitrate a Claim: (1) neither you nor we may participate in a
class action in court or in class-wide arbitration, either as a plaintiff,
defendant, or class member; (2) neither you nor we may act as a private
attorney general in court or in arbitration; (3) Claims brought by or
against you may not be joined or consolidated with Claims brought by or
against any other person; and (4) the arbitrator shall have no power or
authority to conduct a class-wide arbitration, private attorney general
arbitration, or multiple-party arbitration.
7. Location and Costs: Any arbitration hearing that you attend must take place
at a location reasonably convenient to you. We will pay any and all fees of
the Administrator and/or the arbitrator if applicable law requires us to,
if you prevail in the arbitration or if we must bear such fees in order for
this Arbitration Provision to be enforced. If you demand an arbitration, we
will pay your reasonable attorneys’ and experts’ fees if you prevail or if
we must bear such fees in order for this Arbitration Provision to be
enforced. Also, we will bear any fees if applicable law requires us to.
8. Governing Law: This Arbitration Provision involves interstate commerce and
is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), and
not by any state arbitration law. The arbitrator must apply applicable
substantive law consistent with the FAA and applicable statutes of
limitations and claims of privilege recognized at law. The arbitrator may
award any remedy provided by the substantive law that would apply if the
action were pending in court (including, without limitation, punitive
damages, which shall be governed by the Constitutional standards employed
by the courts). At the timely request of either party, the arbitrator must
provide a brief written explanation of the basis for the award.
9. Discovery: In addition to the parties’ rights to obtain discovery pursuant
to the arbitration rules of the Administrator, either party may submit a
written request to the arbitrator to expand the scope of discovery normally
allowable under the arbitration rules of the Administrator. The arbitrator
shall have discretion to grant or deny that request.
10. Result and Appeals: Judgment upon the arbitrator’s award may be entered by
any court having jurisdiction. The arbitrator’s decision is final and
binding, except for any right of appeal provided by the FAA and/or the
rules of the Administrator. Any finding, award, or judgment from an
arbitration of any Claim shall apply only to that arbitration. No finding,
award, or judgment from any other arbitration shall impact the arbitration
of any Claim.
11. Interpretation: This Arbitration Provision shall survive the termination of
these Terms of Use and any bankruptcy to the extent consistent with
applicable bankruptcy law. In the event of a conflict or inconsistency
between this Arbitration Provision and the applicable arbitration rules or
the other provisions of these Terms of Use, this Arbitration Provision
shall govern. This Arbitration Provision replaces any Prior Arbitration
Agreement.
12. Severability: If any portion of this Arbitration Provision is held to be
invalid or unenforceable, the remaining portions shall nevertheless remain
in force, subject to two exceptions. First, if a determination is made that
the Class Action Waiver is unenforceable, and that determination is not
reversed on appeal, then the Arbitration Provision shall be void in its
entirety. Second, if a court determines that a public injunctive relief
Claim may proceed notwithstanding the Class Action Waiver, and that
determination is not reversed on appeal, then the public injunctive relief
Claim will be decided by a court, any individual Claims will be arbitrated
and the parties will ask the court to stay the public injunctive relief
Claim until the other Claims have been finally concluded.

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