INTRODUCTION

Please carefully review the following Terms and Conditions governing the use of this website (www.reprisefinancial.com) and the online services offered by Skopos Financial, LLC dba Reprise Financial (“Services”). Use of our Services is expressly conditioned on your acceptance of this Agreement. By using the Services, you acknowledge that you have read and agree to abide by the terms and conditions of this Agreement. If you decide not to agree to the terms and conditions discussed herein, you may not use the Services or Site.

“Site” means www.reprisefinancial.com, all pages within and any related mobile application.

The terms “we,” “us,” “our,” or “Reprise” mean and include any and all entities in the Skopos Financial family of companies including Reprise. The term “you” refers to you as an individual person and, if you are accessing the Site as an employee or representative of any other person or entity, that person or entity.

This Agreement is hereby made a part of the Terms and Conditions for www.reprisefinancial.com, and all such Terms and Conditions apply to your use of the Services on those websites (the “Site”). In addition to this document, in connection with your use of the Services, you may be subject to, and/or required to agree to, various guidelines, rules, schedules, disclosures, disclaimers and other terms that we may post on the Site (as defined below) or otherwise provide or make available to you from time to time. Furthermore, if you use certain features, products or services available on or through the Services, you will be subject to, and/or required to agree to, separate user agreements, customer agreements or similar agreements governing or relating to such features, products or services. All such guidelines, rules, disclosures, disclaimers, user agreements or similar agreements, and other terms and conditions (collectively, “Additional Agreements”) are hereby incorporated by reference into this Agreement. Additional Agreements shall include, without limitation, agreements, rules or other terms governing any loan, account that you may view, modify or otherwise access while using the Services; fee schedules; our electronic funds transfer agreement and disclosures; and our Online Bill Payment Authorization and Agreement.

If the terms and conditions of this Agreement conflict with the terms and conditions contained in any Additional Agreement solely as they apply to online bill payment services, this Agreement controls; provided, that the terms and conditions of this Agreement are not intended to modify any disclosures or other terms that are required by law and that are provided by Reprise in an Additional Agreement.

This Agreement shall apply regardless of how the Services are accessed, including, but not limited to, through the URL address www.reprisefinancial.com, electronic mail, or links from another website via a computer, mobile device, or any other means of access.

DESCRIPTION OF SERVICES

The “Services” shall mean all information, materials, content, communications, features, products, services, methods of conducting transactions and transactions available, offered, made, obtained or otherwise provided or used (as applicable) on or through the Site, including, but not limited to, the ability to:

(a) Make payments

(b) Obtain account balance and certain other account information for various Reprise loan accounts that you may have;

(c) Obtain transaction information on your accounts;

(d) Download certain account transactions to your computer;

(e) Update your address;

(f) View online statements.

These features are limited to the extent, and subject to the terms, noted herein and in any Additional Agreements that apply to you. The Services shall also be deemed to include any portion of the Site and any software used to operate the Services. Subject to all terms hereof, you may use the Services seven days a week, twenty-four hours a day, except for any scheduled or unscheduled interruptions in the Services for maintenance, security or any other reasons, as further described below.

Certain features, information, types of transactions or other services available while using the Services may not be available when using a mobile device. Services may not be available due to scheduled or unscheduled maintenance or outages, and we have no obligation to notify you of such maintenance or outage.

SECURITY; CONFIDENTIALITY OF ACCESS INFORMATION

Use of the Services requires a computer or approved mobile device and Internet access connected through an Internet or mobile service provider and with a web browser (for example, Firefox or Microsoft Internet Explorer).

You agree to keep your Username (Saver ID)/Customer Number, user ID, Password/PIN, password, password reminder question and answer and any other security or access information (collectively, “Access Information”) confidential to prevent unauthorized access to your account(s) and to prevent unauthorized use of the Services. We recommend that you memorize your Access Information and do not write it down. You agree not to give or make available your Access Information to any unauthorized individual.

If you believe the security of your password or any other Access Information has been compromised in any way (for example, your password has been lost or stolen, someone has attempted to use the Services under your Username (Saver ID)/Customer Number without your consent, your accounts have been accessed), you must notify us immediately. (See YOUR RESPONSIBILITIES AND LIABILITIES below.)

We reserve the right to terminate, disable or throttle your access to, or use of, this Site and Service at any time without notice for any reason, with or without cause at Reprise’s sole discretion.

COMMUNICATIONS

You hereby consent to and agree to receive from Reprise Financial or any of our authorized agents, all telephone calls and text messages at any mobile (cell) or landline telephone number you provide to Reprise including any new or additional telephone numbers for any mobile (cell) or landline telephone number that you provide at any time in the future. This consent to receive telephone calls and text messages to you at your mobile (cell) or landline telephone number includes all telephone calls and text messages made by Reprise using an automated telephone dialing system or prerecorded message.

You agree that all electronic communications that we receive on the Site or otherwise in connection with the Services, such as those directing us to take an action with respect to your account, that match Access Information or other identity information you have provided when enrolling in or using the Services will be deemed valid, authentic, and binding obligations. Pursuant to law and regulations, these electronic communications therefore will be given the same legal effect as your written and signed paper communications, shall be considered a “writing” or “in writing” and shall be deemed for all purposes (i) to have been “signed” and (ii) to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. You agree that electronic copies of communications are valid and you will not contest the validity or enforceability of such communications or any related transactions, absent proof of altered data or tampering, under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby. You further agree such copies shall be admissible if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceeding to the same extent and under the same conditions as other business records originated and maintained in documentary form.

You agree (to the maximum extent permitted by law) to hold harmless, protect, and indemnify Skopos Financial, LLC, WebBank, and their associated companies from and against any and all claims, losses, liability, damages and/or demands (including, without limitation, reasonable attorneys’ fees and court costs) of any kind, direct or indirect, arising out of or in any way connected with any Services rendered by Skopos Financial, LLC pursuant to or in accordance with any and all electronic communications for which we have attempted to verify your identity as set forth above.

EMAIL

By enrolling in Online Servicing you agree that, as a condition of using the Services, you consent to receiving all transactional email communications from Reprise that are directly related to your use of the Services or to your account and to any disclosures that may result from Reprise sending account communications to you via the email address you provide. For more information about our privacy and information sharing practices, please visit our Privacy Policy.

BECAUSE EMAIL IS NOT A SECURE METHOD OF COMMUNICATION OVER THE INTERNET, WE RECOMMEND YOU DO NOT SEND CONFIDENTIAL INFORMATION BY EMAIL.

PAYMENTS

The cut-off time for Incoming Payments to a Reprise loan account scheduled through the Services but not scheduled through the Online Bill Pay service is 9:00 p.m. CST or CDT on Business Days. Incoming Payment requests initiated after the cut-off time will be processed the next Business Day.

If you set up a recurring payment for your Reprise loan, you, an authorized signer on the account, authorize Reprise, its successors and assigns, and the institution named, to initiate withdrawals from the designated checking, savings, debit, or credit accounts for funds payable to Reprise. This authorization will remain in effect until you notify Reprise to cancel it, in such time as to afford Reprise a reasonable opportunity to act on it. To cancel recurring ACH payments please call Reprise Customer Service at 877-505-6780 for additional information, or provide written notice to us at Skopos Financial, LLC, Attn: Customer Service, PO Box 9585, Coppell, TX, 75019.

If funds are unavailable at the time we attempt to debit your checking, savings, debit or credit accounts or your direct payment is not received for any reason you will be responsible for forwarding a payment to us. If your payment is not received by the due date, you will be assessed late fees in accordance with your contract.

If you pay with a direct draft that is dishonored or returned, a Returned Check Fee may be charged in accordance with your contract. If a direct draft is returned, Reprise reserves the right to terminate this authorization and your participation therein.

CHANGES IN SERVICES; INTERRUPTIONS IN SERVICE

We may, from time to time and at any time, revise, update, discontinue or otherwise modify, temporarily or permanently, the Services or any part thereof (including, without limitation, the Online Servicing Site, this Agreement, the scope of the Services, and any materials related to the Services, or your access thereto. We will attempt to provide prior notice of any such material changes (by posting a notice of such changes on the Online Servicing Site when you log in, and/or sending a notice to you at the address shown on our records, providing a link to the notice, sending you a secure message, or by any other method as permitted by law), but cannot guarantee that such notice will be provided. Use of the Services after notice has been provided to you constitutes acceptance of such changes. Notwithstanding the foregoing, whenever reasonably practicable, we will attempt to post or send such notice at least thirty (30) days in advance of the effective date of any additional fees for online transactions, or of any stricter limits on the type, amount or frequency of transactions or any increase in your responsibility for unauthorized transactions; provided, that we cannot guarantee that we will provide such notice by such time; and provided further, that we reserve the right to make any such changes effective immediately if necessary to maintain the security of the system or to comply with any laws or regulations. If such a change is made, and it can be disclosed without jeopardizing the security of the system, we will provide you with electronic or written notice within thirty (30) days after the change.

Changes to the Services may render prior versions of the Services obsolete. Without limiting the foregoing, we reserve the right to terminate this Agreement as to all prior versions of the Services and/or related materials and limit access to our more recent versions and updates.

You may decline changes by closing or discontinuing use of the Services to which these changes relate. Your use of the Services after we make any changes will constitute your agreement to such changes. We also reserve the option, in our sole business judgment, to waive, reduce or reverse charges or fees in individual situations.

We may, from time to time, perform maintenance upon the Services or experience hardware, software or other problems related to the Services, resulting in interrupted service, delays or errors in the Services. We will attempt to provide prior notice of such interruptions, delays or errors but cannot guarantee that such notice will be provided.

STATEMENT OF RECORD

Any account information provided by the Services is not the statement of record for your account. The periodic statement is the statement of record. If you have chosen to stop receiving paper statements, the periodic statement provided to you electronically will be the statement of record. In any case, you are responsible for reviewing any statement and other account communications sent to you. Any mailed statement and other account communications will continue to contain important information about your account, regardless of whether you access your account through the Services or whether you have chosen to receive your statement electronically.

YOUR RESPONSIBILITIES AND LIABILITIES

It is your sole responsibility to ensure that the contact information in your online servicing user profile is current and accurate and you hereby consent to any telephone calls made to the mobile (cell) and landline telephone numbers that you have provided, including any new or additional telephone numbers you may provide in the future and further consent to any and all telephone calls or text messages sent by Skopos Financial, LLC using an automated telephone dialing system or prerecorded message. This contact information includes, but is not limited to, name, address, phone numbers, email addresses, and account numbers. Changes can be made by calling Reprise Customer Service at 877-505-6780 or via U.S. mail. We are not responsible for any payment processing errors or fees incurred by you if you do not provide accurate account or contact information.

TERMINATION

We reserve the right to terminate this Agreement and your access to the Services, in whole or in part, at any time and for any reason. If your auto account is closed for any reason, such account may no longer appear in your online profile.

ASSIGNMENT

You may not assign this Agreement or your rights to the Services to any other party. We may assign this Agreement to our parent corporation or to any now-existing or future direct or indirect subsidiary of our parent corporation, or to any existing or future direct or indirect subsidiary of Skopos Financial, LLC, or to any of our existing or future affiliates. We may also assign or delegate certain of our rights and responsibilities under this Agreement to independent contractors or other third parties.

DATA RECORDING

When you contact us, the communication or the information you provide may be recorded or otherwise retained by us or our service provider. You consent to such recording or other retention. Without limiting the foregoing, you agree that we may record the conversations our employees have with you or your agents. We do this from time to time to monitor the quality of service and accuracy of information our employees give you and to ensure that your instructions are followed. For more information on the type of information we collect, how we use the information we collect, and our sharing practices please refer to our Privacy Notice and Privacy Policy posted at www.reprisefinancial.com.

NO WAIVER

We shall not be deemed to have waived any of our rights or remedies hereunder unless such waiver is in writing and signed by us. No delay or omission on our part in exercising any right or remedy shall operate as a waiver of that right or remedy or any other rights or remedies. A waiver on any occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

LIABILITY FOR LOSS OR ERRONEOUS DATA

Without limiting any other provision hereof, you will bear the sole liability and risk of any error or loss of data, information, transactions or other losses that may be due to the failure of your computer or third-party communications providers on which you may rely. We shall have no liability to you for any damage or other loss, direct or consequential, which you may incur by reason of your use of your computer.

SHARING INFORMATION/PRIVACY

Please review our Privacy Policy and Privacy Notice for an explanation of how we may use, share and safeguard the information that we collect from you in connection with the Services, and your options regarding our use and sharing of such information.

LIMITATION OF LIABILITY; DISCLAIMERS

Except as otherwise expressly provided herein, your use of the Services is at your own risk. None of Skopos Financial, LLC, WebBank, nor their respective associated companies, nor any of their respective officers, directors or employees, nor any other party involved in creating, producing, or delivering the Services is liable for any direct, incidental, consequential, indirect, punitive, or other damages of any kind arising out of your access to or use of the Services, or the inability to access or use the Services, whether caused by Skopos Financial, LLC or such other parties, online service providers, any agent or subcontractor of any of the foregoing or any other party.

WITHOUT LIMITING THE FOREGOING, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WHILE SKOPOS FINANCIAL, LLC MAKES EVERY EFFORT TO PROVIDE ACCURATE INFORMATION IN CONNECTION WITH THE SERVICES, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SKOPOS FINANCIAL, LLC MAKES NO WARRANTY THAT (i) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, or (ii) ANY INFORMATION CONTAINED ON, RESULTS THAT MAY BE OBTAINED FROM THE USE OF, OR OTHER ASPECT OF THE SERVICES WILL BE ACCURATE, CURRENT, COMPLETE OR RELIABLE.

Nothing contained in the Services is intended to provide legal, accounting, tax or financial advice. You should consult your own professional advisor on such matters. Information about products and services which you do not already have with Reprise is provided for informational purposes only and should not be considered as an offer to make those products and services available to you.

Arbitration and Disputes

You and Reprise hereby agree that either party may elect to resolve all disputes and causes of action arising out of use of the Site by binding arbitration (“this Arbitration Agreement”). The arbitration will be conducted under the rules and procedures of the American Arbitration Association (“AAA”) in effect at the time arbitration is started and under the rules set forth in this Arbitration Agreement. In the event AAA is either unable, unwilling or deemed not appropriate by a court to resolve the dispute and causes of action, or you object to the AAA for good cause, then you and Reprise agree to submit all disputes to Judicial Arbitration and Mediation Services, Inc. (“JAMS”) for proceedings conducted pursuant to JAMS’ Comprehensive Arbitration Rules. If there is a conflict between the rules of the AAA (or JAMS) and this Arbitration Agreement, this Arbitration Agreement will govern. If both of the designated arbitration forums cannot or will not administer the arbitration and you and Reprise cannot reach an agreement on a substitute, it remains Reprise‘s and your intent that all disputes and causes of action be arbitrated and that a court appoint an arbitrator pursuant to 9 U.S.C. § 5. Any court-appointed arbitrator must be an actively-licensed attorney or retired judge who has been in good standing with the bar for at least ten years.

AAA (or JAMS) maintains lists of approved arbitrators. AAA (or JAMS) will provide you and Reprise each a list of seven possible arbitrators. You and Reprise will each have an opportunity to strike three persons from that list. You will make the first strike, and Reprise and you will alternate in making strikes after that. After the last strike, the remaining person shall then serve as arbitrator.

The judgment of the arbitrator shall be binding and executable in any civil court. Reprise will pay to AAA arbitration fees in excess of the first $500 U.S. dollars for you once you have paid $500 to AAA, but in no case more than a total of $3,000 arising out of any single, group or class cause of action. Equitable actions for temporary restraining orders or injunctions may be instituted in a court of competent jurisdiction concerning the use, misuse or improper dissemination of information.

The arbitration will take place in the county where you live unless you and Reprise agree to another location. If you and Reprise agree, all or a portion of the arbitration proceedings can be conducted by telephone conference.

You and Reprise further agree that the arbitrator will be restricted to resolving only the claims, disputes or controversies between you and Reprise. Arbitration is not available and shall not be conducted on a class-wide basis or consolidated with other claims or demands of other persons. You agree not to participate in a representative capacity or as a member of any class of claimants pertaining to any disputes, claims or causes of action. To the extent that this class action waiver provision is found to be unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The determination of the validity of the enforceability of this class action waiver is to be made by the court and not the arbitrator.

This Arbitration Agreement does not affect any applicable statute of limitations or repose or any claims of privilege recognized at law in the jurisdiction that applies, which an arbitrator is bound to apply. Further, the Federal Arbitration Act applies to and governs this Arbitration Agreement. State arbitration laws and procedures shall not apply to the Arbitration Agreement.

Indemnification

You agree to indemnify and hold harmless Reprise from and against any and all claims, losses, expenses, demands or liabilities, including attorneys’ fees and costs, incurred by Reprise in connection with any claim by a third party (including any intellectual property claim) arising out of (i) materials and content you submit to, post to or transmit through the Site, or (ii) your use of the Site in violation of these Terms of Use or in violation of any applicable law. You further agree that you will cooperate fully in the defense of any such claims. Reprise reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of Reprise. You further agree to indemnify and hold harmless Reprise from any claim arising from a third party’s use of information or materials of any kind that you post to the Site.

COPYRIGHT/TRADEMARKS

The copyrights, trademarks, logos and service marks (“Marks”) displayed on the site are the property of Skopos Financial, LLC. Users are prohibited from using any Marks for any purpose without the written permission of Skopos Financial, LLC or such third party that may own the Marks.

GOVERNING LAW

This Agreement is governed by and interpreted in accordance with all applicable federal laws and regulations and, as this Agreement applies to each individual account that you may access using the Services, by the state laws and regulations governing such account or the account agreement for such account.