TERMS OF USE AGREEMENT

January 23, 2017

PLEASE CAREFULLY REVIEW THESE TERMS AND CONDITIONS BEFORE CONTINUING WITH THIS TRANSACTION. IF THE CUSTOMER DOES NOT AGREE TO THESE TERMS, THIS TRANSACTION SHOULD BE CANCELLED IMMEDIATELY.

This Terms of Use agreement (the “TOU” or the “Agreement”) between customer and SmartPay Leasing, LLC. (“SmartPay”, “we”, “us”, “our”) sets forth the terms and conditions concerning the customer’s use of SmartPay products and services for a lease or lease-to-own purchase of a mobile device (generally referred to as “Lease Agreement”), an airtime and data service plan, and/or other accessories. By agreeing to the TOU, the customer is acknowledging that he or she has read, understood, and agreed to be bound by the terms of the TOU.

These TOU shall also be available at retail stores and on the SmartPay website at www.smartpaylease.com/terms/retailpos (the 'Website').

We reserve the right to amend this Agreement at any time and will notify the customer of any such changes by posting the revised Agreement on our Website and providing to the retailer. While the customer should check the Website periodically for changes, SmartPay may also email the customer a notice about any changes to this Agreement. The customer’s continued use of SmartPay products and services after any change to this Agreement shall confirm that he or she agrees to be bound by any such changes. We may terminate, suspend, change, or restrict access to all or any part of our Website without notice or liability.

CONSENT TO ELECTRONIC DISCLOSURES AND COMMUNICATIONS, INCLUDING EMAIL AND TEXT MESSAGING

Please read the notice below carefully and print and/or download a copy for the customer’s records.

The communications described below are being made by SmartPay as part of the customer’s ongoing lease. None of the communications described below are being made by or on behalf of the retailer.

By consenting to receive information electronically, the customer agrees to receive the required federal and state disclosures related to his or her transaction with us in the Lease Agreement and accompanying documents. In order to view those notices and disclosures, the customer must have a computer equipped with Chrome, Internet Explorer version 7.0 or above, Firefox 3.6 or above or an equivalent web browser. To retain a copy of the notices and disclosures we will provide electronically and a copy of the Agreement that the customer will sign electronically, the customer can request that the retailer print a copy in the store.

If the customer's application is approved, he or she will be asked to electronically sign his or her Lease Agreement. The customer’s electronic signature is just as binding as a pen and ink signature: it indicates that he or she has read the agreement and agrees to its terms.

At this point in time, SmartPay only accepts signed agreements and provides related disclosures in electronic form. If the customer does not wish to sign the Lease Agreement and receive the disclosures and notices in electronic form, he or she may cancel the transaction at any time before signing.

By consenting to this Agreement, the customer agrees to receive transactional emails and text messages (sometimes known as SMS) on his or her mobile device from SmartPay. The purpose of SmartPay’s transactional emails and text messages is to remind the customer when payments are due and to keep him or her updated on the status of the account.

As part of our regular email and/or text correspondence about their existing SmartPay lease, the customer may also have the opportunity to opt-in to receive an email and/or text about the opportunity to upgrade to a new mobile device through SmartPay, the retailer, and their existing no-contract carrier. If the customer does not affirmatively opt-in, SmartPay shall not send any further communications about upgrades.

The customer’s carrier may charge a fee for each text message received; however, SmartPay will not charge a fee to send the text messages to customers. Customers are not required to receive text messages to receive services from SmartPay.

By consenting to this Agreement, the customer expressly authorizes SmartPay to place calls, including auto-dialed calls to his or her telephone, in connection with introductory calls, calls concerning the account, or the collection of any amounts due.

For any calls, texts and email messages, the customer can revoke consent at anytime by texting “STOP” from his or her mobile device to 97403, sending an email to plus@smartpaylease.com, or calling SmartPay at 1-844-663-1309 and letting us know which telephone number and/or email address we should cease contacting. He or she can also revoke consent for email messages by clicking “Unsubscribe” on any email.

PRIVACY POLICY AND YOUR PERSONAL INFORMATION

SmartPay's Privacy Policy (accessible at www.smartpaylease.com/privacy/retailpos) is incorporated into this Agreement. This policy explains how SmartPay protects the privacy of certain personal information the customer shares with us and how we use that information and with whom we may share it. The policy may change from time to time at our discretion. Changes will be effective upon posting to the website.

DISCLAIMER OF WARRANTIES

THIS INFORMATION CONTAINED IN THIS AGREEMENT IS PROVIDED “AS IS”, AS AVAILABLE, “WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. THIS DOES NOT AFFECT THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

INDEMNIFICATION

The customer agrees to indemnify and hold harmless SmartPay from and against any and all claims, losses, expenses, demands or liabilities, including attorneys’ fees and costs, incurred by SmartPay in connection with any claim by a third party arising out of (i) materials and content he or she submits to, posts to or transmits to SmartPay, or (ii) the customer’s use of the SmartPay services and products in violation of this Agreement or in violation of any applicable law. The customer further agrees that he or she will cooperate fully in the defense of any such claims. SmartPay reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by customer, and customer shall not in any event settle any such claim or matter without the written consent of SmartPay.

WAIVER

Failure by SmartPay to enforce any of its rights under this Agreement shall not be construed as a waiver of those rights or any other rights in any way whatsoever.

OTHER AGREEMENTS

This Agreement shall be subject to any other agreements the customer may have entered into with SmartPay.

SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.

GENERAL PROVISIONS

This Agreement supersedes any previous Terms of Use Agreement to which customer and SmartPay may have been bound. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.