Terms of Use

PLEASE READ THIS Willowpay CUSTOMER AGREEMENT CAREFULLY, AS IT GOVERNS YOUR RELATIONSHIP WITH US. THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY.

General

1.1. BY SIGNING UP FOR A Willowpay ACCOUNT AND/OR USING THE Willowpay SERVICE, YOU ARE:

1.1.1. Representing that you are acting on your own behalf, you are an individual resident of the United States or its territories other than the State of California, you are at least of the age of legal majority where you live (which is currently 18 years old, in most cases), and the application you submitted to us in connection with the account is true and complete in all material respects and that there has been no Material Adverse Change not reflected on your application. If any of the foregoing are not true, you are not eligible to use any Services and doing to will be unauthorized and a breach of this Agreement.

1.1.2. ACKNOWLEDGING THE TERMS OF AND AGREEING TO BE BOUND BY THE CURRENT (1) Willowpay CUSTOMER AGREEMENT (THIS "AGREEMENT"), (2) Willowpay E-SIGN AGREEMENT, (3) Willowpay PRIVACY POLICY, AND (4) WILLOWPAYS.COM WEBSITE TERMS OF USE, INCLUDING OUR ACCEPTABLE USE POLICY. IF YOU DO NOT AGREE WITH THIS AGREEMENT, DO NOT ACCESS THE Willowpay WEBSITE OR USE ANY Willowpay SERVICE, AND CONTACT US TO CANCEL YOUR ACCOUNT, IF YOU ALREADY HAVE CREATED ONE.

1.2. This Agreement was last revised on the date first shown above. This Agreement replaces any other agreement relating to your account that you or we made earlier or at the same time.

1.3. CHANGES TO THIS AGREEMENT.

1.3.1. We reserve the right to amend this Agreement at any time, by adding, deleting, or changing provisions of this Agreement. If we amend this Agreement, then we will provide notice on our website or as otherwise required by applicable law. Subject to any notice period that may be required by applicable law, after we provide notice of any amendment to this Agreement, if you use the Services or do not immediately close your account, then you agree to such amendments.

1.4. CERTAIN DEFINITIONS.

1.4.1. "We", "us", "our", "Willow Pays" or "Willowpay" means BillPayLater Inc, the company that operates the "Willow Pays" (also styled "Willowpay") brand and service.

1.4.2. "You" and "your" refers to the individual person who creates the associated Willowpay account and each and all of the persons who are granted access to, accept or use the account and any person who has guaranteed payment of the account.

1.4.3. "Services" means the "Buy with Willowpay" service and any other services or benefits we may provide you from time to time (including, without limitation, the "Willowpay Anywhere" service, if applicable).

1.4.4. Your "account" means your line of credit account with Willowpay, as described and governed by this Agreement. You may request extensions of credit to finance the purchase goods or services ("Goods") pursuant to a Service, which, if approved, may be accomplished via one of three ways (these are also further described later in this Agreement): (1) for any Merchant who has agreed with Willowpay to sell Goods to Willowpay customers pursuant to a retail installment sales contract, you will enter into such a contract with the Merchant, and then the Merchant will assign and transfer its interest in such contract to us; (2) for any Merchant who has agreed with Willowpay to only sell its Goods to Willowpay customers in exchange for Willowpay's directly lending to such customers, you will incur a loan from Willowpay, Willowpay will pay the proceeds of the loaned amount over to the Merchant, and the Merchant will deliver Goods to you; and (3) for any purchase you wish to make via the Willowpay Anywhere service, you will facilitate Willowpay's purchase of certain Goods and then choose to enter into a separate transaction under the terms of the Willowpay Retail Installment Contract, in order to transfer those Goods to you. Your account is an open-end credit program with a credit limit equal to your Available Spend (see below). When you choose to and we agree to finance a purchase using a Service (a "Willowpay Purchase"), your account is debited for the advance that we lend to you. Any fees, charges, or costs we impose also are debited to your account.

1.4.5. "Due Date" means any date by which you are required to make a payment as reflected on your Billing Statement or other communication provided to you by Willowpay, a Merchant, or a Retailer.

1.4.6. "Billing Statement" means any communication that Willowpay provides to you reflecting the activity on your account, the unpaid balances on your account, and/or the Due Dates associated with your account. Without limiting the foregoing, this includes any account dashboard that Willowpay makes available to you on its website and any statement or summary for a billing cycle that Willowpay makes available to you electronically or in writing.

1.4.7. "Available Spend" means the maximum aggregate amount of credit that Willowpay makes available to you under your open-end line of credit account at any given time, as determined by Willowpay in its sole discretion and as may be displayed to you on your Billing Statement or account dashboard. Your Available Spend may change from time to time, and the amount available for any individual Willowpay Purchase may be lower than your total Available Spend.

1.5. PROVISIONS OF THIS AGREEMENT ARE SEVERABLE.

If any provision of this Agreement is found to be invalid, the remaining provisions will continue to be effective.

1.6 Important Disclosures.

1.6.1. Your name and address, as set forth in the application you submitted to us for this account, is incorporated by reference.

Our Services

2.1. YOUR Willowpay ACCOUNT AND TERMS APPLICABLE TO ALL SERVICES.

2.1.1. QUALIFICATION FOR AND ACCESS TO YOUR ACCOUNT AND THE SERVICES. You must be qualified and receive an approval from Willowpay to use any Service. Whether you are qualified and whether any use of any Service is approved is determined by Willowpay in its sole discretion. Without limiting the foregoing, Willowpay may make such determinations when you request to open an account, when you request an additional Service, when you attempt to make a purchase and/or at any other time that Willowpay deems to be appropriate. Willowpay may close, suspend, restrict, or limit your account and/or your use of or ability to transact in connection with any Service in Willowpay's sole discretion at any time for any reason without notice to you. Willowpay also may cancel transactions at any time before a Merchant delivers any goods or services in its sole discretion at any time for any reason without notice to you.

2.1.2. USE OF YOUR ACCOUNT AND THE SERVICES.

You may use your account and the Services only for personal, family, or household purposes, and not for any business or commercial purposes. You may not use your account or any Service to make a payment on any other obligation you have with us or our affiliates. You may not use or permit your account to be used to make any illegal transaction. Without limiting the foregoing, you may not use your account or any Service in connection with any gambling activity or permit such use.

2.1.3. YOUR PROMISE TO PAY.

Each time you use a Service, you are requesting that Willowpay advance money for your benefit and you agree to repay each such advance and all other transactions, fees, charges, costs, expenses, and other obligations you incur in connection with your account. You promise to pay every required payment by its Due Date. Before completing any transaction involving any Willowpay Services, a Merchant, a Retailer, or Willowpay may disclose specific terms and conditions applicable to that transaction and the associated advance on your account. By completing the transaction, you accept and agree to any specific terms that are so disclosed.

3. SMS / Text Messaging Program Terms and Conditions

The following terms and conditions (the "SMS Terms") govern your participation in the Willowpay SMS/text messaging program (the "Program"). The SMS Terms are an integral part of this Agreement, and by enrolling in or otherwise participating in the Program, you agree to be bound by them. To the extent of any conflict between these SMS Terms and any other portion of this Agreement regarding the operational mechanics of the Program (such as message frequency, opt-in, opt-out, and help instructions), these SMS Terms control solely as to those operational mechanics of the Program. In all other respects, these SMS Terms are in addition to, and do not amend, limit, waive, or supersede, any other provision of this Agreement, as further described in Section 3.13 (Relationship to Other Terms) below.

3.1. PROGRAM NAME AND OPERATOR.

The Program is known as the "Willowpay SMS Program" (also referred to from time to time as "Willowpay Alerts" or "Willowpay Notifications") and is operated by BillPayLater Inc, the company that operates the "Willow Pays" (also styled "Willowpay") brand and service ("Willow Pays," "Willowpay," "we," "us," or "our"). The Program is a transactional and account-servicing messaging program and is not a marketing or promotional program.

3.2. PROGRAM DESCRIPTION.

When you provide your mobile telephone number to Willowpay in connection with creating an account, completing identity or phone verification, submitting a bill, or otherwise expressly opting in, you consent to receive recurring text (SMS and/or MMS) messages from Willowpay at the number you provided. Messages sent through the Program are directly tied to your use of the Willowpay Services and may include, without limitation: one-time passcodes and identity verification codes; account creation, login, and password-change alerts; bill submission, approval, and decline notifications; payment authorization confirmations; payment reminders and Due Date notifications; failed payment, retry, and collection alerts; refund, dispute, and chargeback updates; customer support responses; and security and fraud notifications. Messages may be sent using an automatic telephone dialing system or other automated technology.

3.3. MESSAGE FREQUENCY.

Message frequency varies based on your activity with the Willowpay Services and the status of your account. You may receive a message each time you initiate or modify a transaction, each time a payment status changes, when a Due Date is approaching, when a security event occurs on your account, or when you contact us for support. Willowpay does not commit to a fixed number of messages per day, week, or month; rather, messages are sent on an as-needed basis to operate and service your Willowpay account.

3.4. MESSAGE AND DATA RATES.

Message and data rates may apply. Standard message and data rates charged by your wireless carrier will apply to each message sent to or received from Willowpay through the Program. Willowpay does not impose any separate charge for your participation in the Program; however, you remain solely responsible for all fees and charges associated with text messaging imposed by your wireless carrier. Please consult your wireless carrier or your mobile service plan for pricing details. Willowpay is not responsible for any delays or failures in the receipt of any text messages, as delivery is subject to effective transmission by your wireless carrier and by network conditions outside of our control.

3.5. SUPPORTED CARRIERS.

The Program is available on major U.S. wireless carriers, including but not limited to AT&T, T-Mobile, Verizon Wireless, Sprint, Boost Mobile, U.S. Cellular, Cricket Wireless, MetroPCS, Virgin Mobile, and most Tier II and Tier III carriers. Supported carriers may change from time to time without notice, and the Program may not be available on all carriers at all times. T-Mobile and other carriers are not liable for delayed or undelivered messages.

3.6. OPT-OUT INSTRUCTIONS.

You may cancel your enrollment in the Program at any time. To stop receiving text messages from the Program, reply STOP to any message you have received from Willowpay (the keywords STOP, END, CANCEL, UNSUBSCRIBE, and QUIT are all supported and are not case sensitive). After you send STOP to us, we will send you a single confirmation SMS message acknowledging that you have been unsubscribed, after which you will no longer receive SMS messages from the Program. If you wish to rejoin the Program after opting out, sign up for the Program again as you did the first time, and we will resume sending SMS messages to you. Opting out of the Program does not opt you out of other communication channels (such as email, push notifications, or in-app messages) that may still be required to service your Willowpay account; to manage those, visit your account Settings or follow the unsubscribe instructions in the applicable communication.

3.7. HELP INSTRUCTIONS.

If at any time you have questions about the Program, or you have forgotten what keywords are supported, reply HELP to any message you have received from Willowpay (the keywords HELP, INFO, and SUPPORT are all supported and are not case sensitive). You will receive a response with information about the Program and instructions on how to contact customer care and how to unsubscribe. For any additional assistance, you may contact Willowpay customer care at hello@willowpays.com or via the contact form at www.willowpays.com/contact.

3.8. CUSTOMER CARE CONTACT INFORMATION.

For all questions, concerns, support requests, or complaints regarding the Program, please contact Willowpay customer care:

• Email: hello@willowpays.com
• Web: www.willowpays.com/contact
• Mail: BillPayLater Inc, Attn: Willow Pays Customer Care — SMS Program, United States

3.9. ELIGIBILITY AND CONSENT.

You must be at least 18 years of age and a resident of the United States (other than the State of California) to enroll in or otherwise participate in the Program. By providing your mobile telephone number to Willowpay and opting in to the Program, you expressly consent to receive recurring text messages from or on behalf of Willowpay at the number you provided, including messages sent using an automatic telephone dialing system or other automated technology. Your consent to receive text messages through the Program is not required as a condition of purchasing any goods or services from Willowpay. You represent and warrant that (i) you are the subscriber or customary user of the mobile telephone number you provide, or that you have the authority to provide that number and to consent to receive messages at it on behalf of the subscriber, and (ii) the wireless service plan associated with the mobile number is in your own name or you are authorized to incur charges on that plan. You agree to notify Willowpay promptly if your mobile telephone number changes, is reassigned, or is no longer in service. The consent you provide under this Section constitutes your prior express consent, and where applicable your prior express written consent, to receive the messages described in these SMS Terms under the federal Telephone Consumer Protection Act (TCPA) and any applicable state telephone-solicitation or "mini-TCPA" statute (including, where applicable, the Florida Telephone Solicitation Act). You acknowledge that the Program is transactional and account-servicing in nature and is not a telemarketing or solicitation program.

3.10. PRIVACY.

All information collected by Willowpay through the Program, including your mobile telephone number, opt-in/opt-out records, and message content, is treated in accordance with the Willowpay Privacy Policy, which is incorporated herein by reference. Willowpay does not sell, rent, lease, share, or otherwise disclose mobile telephone numbers, SMS opt-in information, or SMS message content to any third parties, affiliates, or lead generators for those parties’ marketing, advertising, or promotional purposes, and Willowpay does not use such information for marketing or promotional purposes itself. Mobile information collected through the Program is used solely to operate and service your Willowpay account and to deliver the messages described above. Mobile information may be disclosed only to the limited subcontracted service providers (such as our SMS aggregator and the wireless carriers that route the messages) strictly to the extent necessary to deliver the Program on our behalf, and only under contractual confidentiality and use-limitation obligations consistent with this Agreement.

3.11. CHANGES TO OR TERMINATION OF THE PROGRAM.

Willowpay reserves the right to modify, suspend, or terminate the Program (or any number, short code, keyword, or feature used to operate the Program) at any time, with or without notice, in its sole discretion. Willowpay will not be liable to you or any third party for any modification, suspension, or termination of the Program. Willowpay also reserves the right to terminate your participation in the Program at any time for any reason, including for misuse of the Program, breach of this Agreement, or violation of applicable law.

3.12. DISPUTES.

Any dispute, claim, or controversy arising out of or relating to the Program is governed by and subject to the dispute resolution, arbitration, class-action and jury-trial waiver, governing law, and venue provisions set forth elsewhere in this Agreement (including in the complete Willowpay Customer Agreement), which continue to apply in full to the Program and which nothing in these SMS Terms limits, waives, or supersedes. You agree that, except to the extent prohibited by applicable law, Willowpay is not liable for any delayed, failed, or misdirected messages, or for any damages arising from your use of, or inability to use, the Program.

3.13. RELATIONSHIP TO OTHER TERMS.

These SMS Terms are in addition to, and do not replace, amend, limit, or waive, any other provision of this Agreement. Your enrollment in and use of the Program remain subject to all other terms of this Agreement, including, without limitation, the payment obligations, fees and charges, privacy, electronic communications and consent, governing law, dispute resolution, mandatory arbitration, class-action and jury-trial waivers, disclaimers of warranties, limitation of liability, and indemnification provisions set forth elsewhere in this Agreement. Nothing in these SMS Terms shall be construed to expand Willowpay's liability beyond, or to reduce, waive, or otherwise diminish any limitation, disclaimer, or other protection afforded to Willowpay by, the other provisions of this Agreement. The flat service fee and any other charges applicable to your account are governed solely by the fee, payment, and disclosure provisions set forth elsewhere in this Agreement; the references in these SMS Terms to message and data rates concern only charges that may be imposed by your wireless carrier and do not create, modify, or describe any fee charged by Willowpay.

For the complete Terms of Use document, please contact us at hello@willowpays.com or visit our website for the full detailed agreement.