34.99% 34.99%

JCPENNEY

[WF9187981Z]

(8/2022) COMBO (REV 5/2024)

DAPPLY ONLINE PDF

SYNCHRONY BANK

SECTION I: RATES AND FEES TABLE

JCPENNEY MASTERCARD

CREDIT CARD AND JCPENNEY CREDIT CARD ACCOUNT AGREEMENT

Interest Rates and Interest Charges

JCPENNEY MASTERCARD

CREDIT CARD JCPENNEY CREDIT CARD

Annual Percentage

Rate (APR) for Purchases

34.99%

This APR will vary with the market based on the

Prime Rate.

34.99%

This APR will vary with the market based on the

Prime Rate.

APR for Cash Advances 34.99%

This APR will vary with the market based on the

Prime Rate.*

Not Applicable

Penalty APR and When It

Applies

39.99%

This APR will vary with the market based on the

Prime Rate.*

This APR may be applied to your account if you

make a late payment.

How Long Will the Penalty APR Apply?: If your

APRs are increased for this reason, the Penalty

APR may remain in effect indefinitely.

39.99%

This APR will vary with the market based on the

Prime Rate.*

This APR may be applied to your account if you

make a late payment.

How Long Will the Penalty APR Apply?: If your

APRs are increased for this reason, the Penalty

APR may remain in effect indefinitely.

How to Avoid Paying Interest

on Purchases

Your due date is at least 23 days after the close

of each billing cycle. We will not charge you

any interest on purchases if you pay your entire

balance by the due date each month.

Your due date is at least 23 days after the close

of each billing cycle. We will not charge you

any interest on purchases if you pay your entire

balance by the due date each month.

Minimum Interest Charge If you are charged interest, the charge will be no

less than $2.00.

If you are charged interest, the charge will be no

less than $2.00.

For Credit Card Tips from

the Consumer Financial

Protection Bureau

To learn more about factors to consider

when applying for or using a credit

card, visit the website of the Consumer

Financial Protection Bureau at http://

www.consumerfinance.gov/learnmore.

To learn more about factors to consider

when applying for or using a credit

card, visit the website of the Consumer

Financial Protection Bureau at http://

www.consumerfinance.gov/learnmore.

Fees

Transaction Fees

Cash Advance Either $10 or 5% of the amount of each cash

advance, whichever is greater.

Not Applicable

Foreign Transaction 3% of each transaction. Not Applicable

Penalty Fees

Late Payment

Up to $41. Up to $41.

Returned Payment

Up to $41. Up to $41.

How We Will Calculate Your

Balance

We use a method called “daily balance.” See your credit card account agreement below for more

details.

Billing Rights Information on your rights to dispute transactions and how to exercise those rights is provided in

your credit card account agreement below.

Paper Statement Fee $1.99 per month. $1.99 per month.

*Although this APR will vary, it will not exceed 39.99%.

The information about the costs of the card described above is accurate as of April 30, 2024. This information may have changed after

that date. To find out what may have changed, write to us at P.O. Box 71731, Philadelphia, PA 19176-1731. This application and the

credit card agreement will be governed by federal law, and to the extent state law applies, the laws of Utah. Subject to the requirements

and limitations of applicable law, we may change, add to or delete any of the terms of the agreement, including the interest rates, fees

and charges and we will send you notice as required.

STATE NOTICES

CALIFORNIA RESIDENTS: If you are married, you may apply for a separate account.

NEW YORK RESIDENTS: A consumer credit report may be obtained in connection with evaluating your application and subsequently in connection with updates,

renewals, or extensions of credit for which this application is made. Upon your request, you will be informed whether a report was obtained, and if so, of the name and

address of the consumer reporting agency.

OHIO RESIDENTS: The Ohio laws against discrimination require that all creditors make credit equally available to all creditworthy customers, and that credit reporting

agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with this law.

WISCONSIN RESIDENTS: No provision of a marital property agreement, a unilateral statement under sec. 766.59, Wis. Stats., or a court decree under sec. 766.70,

Wis. Stats., adversely affects the interest of the creditor unless the creditor, prior to the time credit is granted, is furnished a copy of the agreement, statement or decree

or has actual knowledge of the adverse provision when the obligation to the creditor is incurred. Married residents of Wisconsin applying for an individual account

must give us the name and address of their spouse if the spouse also is a Wisconsin resident, regardless of whether the spouse may use the card. Please

provide this information to us at P.O. Box 71731, Philadelphia, PA 19176-1731.

CONSENT TO ELECTRONIC COMMUNICATIONS

Scope. We are required to provide certain disclosures to you, some of which are required to be “in writing.” With your consent, as laid out below, we may provide any

communication, agreement, or disclosure, electronically for any Account you may have with us.

Consent. By providing your consent to receive electronic communications (such as in connection with submitting an application or registering for online or mobile services

for an Account) you hereby consent that any communication, including Account agreements or Required Information, may be provided to you electronically. You agree

that, in connection with your consent, your provision of any email address and/or mobile telephone number while using your device or that of a third party demonstrates

your ability to receive communications sent to that address and/or number.

Categories of Communications. You consent to receive any written communication relating to an Account in electronic form. Such communications may include, but

are not limited to: (i) the agreement governing your Account, (ii) any disclosure required by federal, state, or local law, (iii) Billing Statements, (iv) any other information relating

to an Account or application for an Account, and (v) any other agreements or other information relating to additional products or services you may elect to receive from us.

Method of Communications. Electronic communications may be provided by any method for which you have provided us the means (e.g., by providing an email

address and/or a mobile telephone number). Electronic communications may include information such as your name and Account information and may be viewed by

any party with access to that Account, the email address or phone number you have provided to us for delivering communications, any mobile application where such

Account may be accessed, or any hardware or software you use to view that Account or service-related communications.

Delivery Preferences. You agree that if you apply for or use online servicing for an Account, we may pre-set your communications preference to electronic delivery for

any communications on such Account and any other Account you may have with us. You can withdraw this consent at any time by calling the customer service number

for such Account. You must contact customer service for each Account for which you choose to withdraw consent.

If you do not consent to electronic communications, or if you withdraw your consent to electronic communications (and after a reasonable period of time to process your

withdrawal), we will send Required Information by paper but reserve the right to send other communications electronically. If you withdraw your consent, you may no

longer have access to online servicing for your Account(s) and therefore may not have access to electronic versions of any Billing Statement associated with the Account

(if any). You should save or print copies of Billing Statements (if any) or other information you access through online servicing before you withdraw your consent. We will

not impose any fee to process the withdrawal of your consent. However, we may impose a fee for providing a paper copy of information, such as your Billing Statement

(if any are provided in connection with the Account). Such fee, if any, is described in your Account agreement.

How to Update Your Records. You agree to promptly update the communication method you provided for purposes of receiving electronic communications (e.g., your

email address and/or your mobile telephone number) for each Account you have with us if a change occurs by updating your information through the Site associated

with servicing such Account (if any) or by calling customer service. If communications we send electronically are returned to us, we may cancel your electronic consent,

including enrollment for electronic Billing Statements (if any) and send a paper copy of such communication. If this happens, you will need to re-enroll with updated

information to receive Required Information electronically.

SPAM Filters. We make efforts to ensure our electronic communications via email are not deemed to be SPAM by your email service provider. However, you are

responsible for ensuring that any SPAM filters recognize email originating from us if that is the method you choose to receive electronic communications. If you fail to

receive email communications from us, please check with the provider of your email account and/or the SPAM filter associated with your email account.

Hardware and Software Requirements. In order to access and retain electronic communications, you must have the following:

●

A device with Internet-browsing capabilities such as a computer or mobile device;

●

Access to the Internet;

●

Secure Sockets Layer (SSL)-enabled web browser;

●

An email address and/or mobile phone number; and

●

Sufficient electronic storage capacity on your hard drive or other data storage facility, or a means to print or store notices and information through your browser

software.

You represent that you have the hardware and software required for access to and retention of the electronic communications.

Paper Copies of Electronic Communications. Upon your request we will provide you a paper copy of Required Information that we provide you electronically. We

may charge you a fee for this service as described in your Account agreement. If you would like a paper copy of any Required Information (other than for our Payment

Security (debt cancellation) product if offered in connection with your Account, product, or service), please contact the customer service number for your Account.

For those Accounts that have purchased Payment Security, to receive paper records for our Payment Security product, please write to:

Payment Security

P.O. Box 740237

Atlanta, GA 30374-0237

Retention. Using your browser, you should print or download a copy of this consent, any applicable Account agreement, any Payment Security agreement (if purchased),

and any other electronic communication that is important to you for your records.

Payments. Your obligation to pay at least the minimum required amount before any due date for any Account continues to apply regardless of the delivery method we

use to deliver Billing Statements (if any are provided in connection with the Account) or other materials.

Electronic Signatures. You acknowledge that whenever you click on a “Submit” or similar button on a Site during the course of our relationship, you are indicating your

intent to provide your signature electronically and that this shall constitute your signature.

Cancellation. We reserve the right, at any time, to stop providing you electronic communications, including Billing Statements (if any are provided in connection with the

Account). Reasons for cancellation include, but are not limited to, not viewing and/or paying your last three electronic Billing Statements. If we stop providing you electronic

communications, we may charge you a fee for providing a paper copy of information, including Billing Statements. Such fee, if any, is described in your Account agreement.

Definitions used in this consent:

●

“You” and “your” mean the primary applicant or accountholder on any applicable Account;

●

“We,” “us” and “our” mean Synchrony Bank, our affiliates, successors, assigns, agents, service providers, or other third parties acting on our behalf;

●

“Required Information” means information we are required by law to provide or make available to you in writing;

●

“Account” means any deposit account, loan (including installment loans and credit card accounts), lease agreements or any other arrangement through which we

provide a product or service to you;

●

“Billing Statement” means the billing statement for an Account although not all Accounts, products, or services have Billing Statements; and

●

“Site” means any of our websites, mobile applications, or other online services associated with an Account.

All other terms used in this consent shall have the meanings given to them in the Account agreement.

SECTIONS II AND III OF THE JCPENNEY MASTERCARD

CREDIT CARD ACCOUNT AGREEMENT

SECTION II: RATES, FEES AND PAYMENT INFORMATION

JCPENNEY MASTERCARD

CREDIT CARD ACCOUNT AGREEMENT

How Interest Is Calculated

Your Interest Rate

We use a daily rate to calculate the interest on the balance on your account each day. The daily rate is the applicable

APR times 1/365. Interest will be imposed in amounts or at rates not in excess of those permitted by applicable law.

The following rates apply to all transactions. If approved, the Annual Percentage Rates (APRs) applicable to your account

will be provided in a table at the beginning of your Agreement. Your APRs will also be shown on your billing statement.

The APR for purchases is the prime rate plus 26.49%. As of April 30, 2024, the daily rate for purchases was .09587%

(APR 34.99%).

The APR for cash advances is the prime rate plus 26.49%. As of April 30, 2024, the daily rate for cash advances

was .09587% (APR 34.99%). The daily rate for cash advances for your account will not exceed .10957% (APR

39.99%).

The Penalty APR for all transactions is the prime rate plus 36.49%. As of April 30, 2024, the daily rate for Penalty APR

was .10957% (APR 39.99%). The daily rate for Penalty APR for your account will not exceed .10957% (APR 39.99%).

A Penalty APR may be applied if we do not receive the total minimum payment due on your account by the payment

due date two or more times during any 12 consecutive billing cycles. Once the Penalty APR is in effect, the daily rates

and APRs will increase and may apply to all new transactions. After we apply the Penalty APR, we will review your

account from time to time to see if a reduction in APR is appropriate.

Daily Rates May Vary. The APRs and the daily rates on your account vary with the market based on the prime rate.

The prime rate for a billing cycle is the highest bank prime loan rate published in The Wall Street Journal in its Money

Rates section on the last business day of the calendar month preceding the first day of the billing cycle.

If the prime rate increases, the daily rates and APRs will increase, but the APR for cash advances and the Penalty APR

will not exceed 39.99%. As a result, interest, your total minimum payment and the number of payments it would take

you to pay off your account balance may increase. We apply any change in rates because of a prime rate change to

your entire account balance. A change in the prime rate will take effect on the first day of the first billing cycle after the

change. We may select a new interest rate index if the prime rate is not available.

When We Charge Interest

Purchases. We charge interest on your purchases from the date you make the purchase until you pay the purchase

in full. See exceptions below.

We will not charge you interest during a billing cycle on any new purchases if:

1. You had no balance at the start of the billing cycle; OR

2. You had a balance at the start of the billing cycle and you paid that balance in full by the due date in that

billing cycle.

We will credit, as of the start of the billing cycle, any payment you make by the due date that we allocate to purchases if:

1. You had no balance at the start of the previous billing cycle; OR

2. You had a balance at the start of the previous billing cycle and you paid that balance in full by the due date

in the previous billing cycle.

If you did not pay your balance in full in the prior billing cycle, interest will be calculated on your balance from the first

day of the current billing cycle until we receive your payment in full, even if you pay your balance in full and on time and

make no new charges in the current billing cycle. This interest, plus interest on that interest, will be reflected on your

next billing statement.

Cash Advances. We charge interest on your cash advances, and their related fees, from the date you make the

transaction until you pay them in full. You cannot avoid paying interest on cash advances or their related fees.

How We Calculate Interest

We figure the interest charge on your account separately for each balance type. We do this by applying the daily rate to

the daily balance for each day in the billing cycle. A separate daily balance is calculated for the following balance types,

as applicable: purchases, cash advances and balances subject to different interest rates, plans or special promotions.

See below for how this works.

1. How to get the daily balance: We take the starting balance each day, add any new charges and fees, and subtract

any payments or credits. This gives us the daily balance.

We apply fees to balance types as follows:

a. paper statement fees are treated as new purchases;

b. late payment fees or returned payment fees are treated as new purchases;

c. debt cancellation fees are added proportionately to each balance;

d. cash advance fees are added to the cash advance balance; and

e. foreign transaction fees are added to the purchase balance.

2. How to get the daily interest amount: We multiply each daily balance by the daily rate that applies.

3. How to get the starting balance for the next day: We add the daily interest amount in step 2 to the daily balance

from step 1.

4. How to get the interest charge for the billing cycle: We add all the daily interest amounts that were charged during

the billing cycle.

We charge a minimum of $2.00 of interest in any billing cycle in which you owe interest. This charge is added

proportionately to each balance type.

How Fees Work

Paper Statement Fee

We will charge a $1.99 monthly Paper Statement Fee to your account. We will charge this fee in any billing cycle in

which your balance is greater than $2.50 and you are sent a monthly billing statement in paper form, even if you also are

provided it in electronic form. You can avoid the fee each billing cycle you are provided your monthly billing statement

only in electronic form. To make an election regarding the form of your monthly billing statement, please log in to our

servicing site.

Cash Advance Fee

We will charge this fee for each cash advance you make. For ATM cash advances this fee is in addition to any fee the

ATM owner may charge you for use of the ATM.

Foreign Transaction Fee

We will charge this fee for purchases or cash advances you make in currencies other than U.S. dollars and/or in a country

other than the U.S., whether or not the transaction was in a foreign currency.

If you make a transaction with your account in a currency other than U.S. dollars, Mastercard will convert the transaction

amount into U.S. dollars using its currency conversion procedure. Under the currency conversion procedure that

Mastercard currently uses, the non-U.S. dollar transaction amount is converted into a U.S. dollar amount by multiplying

the transaction amount in the non-U.S. dollar currency by a currency conversion rate. Mastercard’s currency conversion

procedure is based on rates observed in the wholesale market or government-mandated rates, where applicable. The

currency conversion rate that Mastercard uses for a particular transaction is the rate for the applicable currency on

the date that the transaction occurred. However, in limited situations, particularly where transaction submissions to

Mastercard for processing are delayed, the currency conversion rate that Mastercard uses may be the rate for the

applicable currency on the date that the transaction is processed.

Late Payment Fee

We will charge this fee if we do not receive the total minimum payment due on your account by the due date in accordance

with the requirements set forth on each billing statement. This fee is equal to:

$30, if you have paid your total minimum payment due by the due date in each of the prior six billing cycles.

$41, if you have failed to pay your total minimum payment due by the due date in any one or more of the prior

six billing cycles.

The late payment fee will not be more than the total minimum payment that was due.

Returned Payment Fee

We will charge this fee for any returned payment, such as if any check, other instrument, or electronic payment

authorization you provide us in payment on your account is not honored, returned unpaid or cannot be processed for

any reason. This fee is equal to:

$30, if you have not had a returned payment fee in each of the prior six billing cycles.

$41, if you have had a returned payment fee in any one or more of the prior six billing cycles.

The returned payment fee will not be more than the amount permitted by applicable law. We may represent any returned

payment. A returned payment fee may be charged even if your payment is honored on a subsequent representment.

Minimum Payment Calculation

Your total minimum payment is calculated as follows.

The greater of:

1. The sum of:

a. $30, or $41 (which includes any past due amounts) if you have failed to pay at least the total minimum payment due by the due date in any one or more

of the prior six billing cycles; PLUS

b. Any credit insurance premiums charged in the current billing cycle.

2. The sum of:

a. The following amounts, rounded up to the next highest whole dollar:

i. Any past due amounts; PLUS

ii. 1% of your new balance (excluding any balance in connection with a special promotional purchase with a unique payment calculation) shown on your

billing statement; PLUS

iii. Any late payment fees charged in the current billing cycle; PLUS

iv. All interest charged in the current billing cycle; PLUS

b. Any credit insurance premiums charged in the current billing cycle; PLUS

c. Any payment due in connection with a special promotional purchase with a unique payment calculation.

3. The sum of:

a. Any unpaid interest; PLUS

b. Any credit insurance premiums and other insurance premiums charged in the current billing cycle; PLUS

c. Any payment due in connection with a special promotional purchase with a unique payment calculation; PLUS

d. Any past due amounts.

In any event, your total minimum payment will never be more than your new balance. Any payment due in connection with a special promotional purchase with a unique

payment calculation will not be increased to, but may be included in, the $30 or $41 minimum amount otherwise due on your account.

Special Promotional Financing Offer Information

At times, we may offer you special financing promotions for certain transactions (“special promotions”). The terms of this Agreement apply to any special promotions.

However, any special promotional terms that are different than the terms in this Agreement will be explained on promotional advertising or other disclosures provided to you.

Below is a description of certain promotions that may be offered at JCPenney Stores and online at jcp.com:

No Interest For 6 Months

No Interest For 12 Months

No Interest For 18 Months

No Interest For 24 Months

No Interest For 30 Months

For each promotion, after the promotion ends, the variable Purchase APR that applies to your account

when the promotional purchase is made will apply.

At the time your account is opened, the variable Purchase APR is 34.99%.

Your Purchase APR will vary with the market based on the prime rate.

When you make a qualifying purchase under one of these promotions, no interest will be assessed on the purchase during the promotional period, but minimum monthly

payments are required. Regular account terms apply to non-promotional purchases and, after promotion ends, to your promotional purchases. Offers are subject to credit

approval. These promotional offers may not be available at all times for all purchases. Please see any special promotional advertising or other disclosures provided to

you for the full terms of any special promotion offered.

In addition, the special promotions described below may be offered at JCPenney Stores and online at jcp.com:

No Interest if Paid in Full Within 6 Months

No Interest if Paid in Full Within 12 Months

No Interest if Paid in Full Within 18 Months

No Interest if Paid in Full Within 24 Months

No Interest if Paid in Full Within 30 Months

For each promotion, if the promotional balance is not paid in full within the promotional period, interest

will be imposed from the date of purchase at the APR that applies to new purchases on your account

when the purchase (or a part of the purchase) is charged to your account.

At the time your account is opened, the variable Purchase APR is 34.99%.

Your Purchase APR will vary with the market based on the prime rate.

When you make a qualifying purchase under one of these promotions, no interest will be assessed on the purchase if you pay the promotional purchase amount in full

within the applicable promotional period. If you do not, interest will be assessed on the promotional purchase from the date of the purchase. Minimum monthly payments

are required. Regular account terms apply to non-promotional purchases and, after promotion ends, to promotional purchases. Offers are subject to credit approval.

These promotional offers may not be available at all times for all purchases. Please see any special promotional advertising or other disclosures provided to you for the

full terms of any special promotion offered.

SECTION III: STANDARD PROVISIONS

JCPENNEY MASTERCARD

CREDIT CARD ACCOUNT AGREEMENT

ABOUT THE CREDIT CARD ACCOUNT AGREEMENT

This Agreement. This is an Agreement between you and Synchrony Bank, 170 Election Road, Suite 125, Draper, UT 84020, for your credit card account shown

above. By opening or using your account, you agree to the terms of the entire Agreement. The entire Agreement includes the four sections of this document and

the application you submitted to us in connection with the account. These documents replace any other agreement relating to your account that you or we made

earlier or at the same time.

Parties To This Agreement. This Agreement applies to each accountholder approved on the account and each of you is responsible for paying the full amount

due, no matter which one uses the account. We may treat each of you as one accountholder and may refer to each of you as “you” or “your.” Synchrony Bank

may be referred to as “we,” “us” or “our.”

Changes To This Agreement. We may change, add or delete terms of this Agreement, including interest rates, fees and charges.

Special Promotions. The terms of this Agreement apply to any special promotions. However, any special promotional terms that are different than the terms in

this Agreement will be explained on promotional advertising or other disclosures provided to you.

HOW TO USE YOUR ACCOUNT/CARD

Use Of Your Account. You may use your account only for lawful personal, family or household purposes. You may use your account for purchases from any

JCPenney Store, jcp.com, or anywhere that accepts Mastercard credit cards. You may get cash advances as further explained below. You may not use your

account to pay amounts you owe us on this account or any other account you have with us. If you have credit insurance on this account, for the purpose of your

credit insurance certificate of insurance, the regular charge plan balance is your account balance. Any benefit which may be paid on this account by your credit

insurance will be subject to the terms, limitations and exclusions contained in the master policy and your certificate of insurance.

Cash Advances. We may offer you the opportunity to get a cash advance with convenience checks that we send you. We may not honor a convenience check for

any reason stated on the check. You can also get cash or make a withdrawal from any institution or ATM that accepts the card or the account. In addition, we will

treat any purchase of certain cash-like items as cash advances. Cash-like items include for example, money orders, cashier’s checks, traveler’s checks, electronic

or wire transfers (including, but not limited to, person-to-person money transfers (P2P)), foreign currency or other in-bank transactions, tax payments, lottery tickets

or other legalized gambling transactions, court costs, bail bonds and fines. We rely on third parties to send us the accurate classification of transactions, including

certain transactions as purchases and others as cash advances, and this classification affects how the transaction is treated under the terms of this Agreement.

You Promise To Pay. You promise to pay us for all amounts owed to us under this Agreement.

Your Responsibility. Each accountholder will receive a card. You may not allow anyone else to use your account. If you do, or if you ask us to send a card to

someone else, you will be responsible for paying for all charges resulting from their transactions.

Transaction Limits. To prevent fraud, we may limit the number or dollar amount of transactions you can make in any particular amount of time. We also may

decline any particular charge on your account for any reason.

Credit Limit. You will be assigned a credit limit and cash advance limit on your account that we may increase or decrease from time to time. If we approve a

transaction that makes you go over your credit limit or your cash advance limit, we do not give up any rights under this Agreement and we do not treat it as an

increase in either limit.

HOW AND WHEN TO MAKE PAYMENTS

When Payments Are Due. You must pay at least the total minimum payment due on your account by the due date of each billing cycle in accordance with the

requirements set forth on each billing statement. Payments received after the due date will be credited as of the next day. You may at any time pay, in whole or in part,

the total unpaid balance without any additional charge for prepayment. If you have a balance subject to interest, earlier payment may reduce the amount of interest

you will pay. We may delay making credit available on your account in the amount of your payment even though we will credit your payment when we receive it.

Payment Options. You can pay by mail or online. We may allow you to make payments over the phone but we may charge you a fee to make expedited phone

payments. Your payment must be made in U.S. dollars by physical or electronic check, money order or a similar instrument from a bank located in the United States.

How To Make A Payment. You must follow the instructions for making payments provided on your billing statement. If you do not, credit of your payment may

be delayed up to five days. Your billing statement also explains how information on your check is used.

Payment Allocation. We will apply the required total minimum payment to balances on your account using any method we choose. Any payment you make in

excess of the required total minimum payment will be applied to higher APR balances before lower APR balances. Applicable law may require or permit us to apply

excess payments in a different manner in certain situations, such as when your account has a certain type of special promotion.

INFORMATION ABOUT YOU

Using And Sharing Your Information. When you applied for an account, you authorized and directed us to give information about you and your account to

JCPenney and its affiliates and licensees (the “JCPenney family”). The JCPenney family will use the information in connection with the credit program and for things

like creating and updating its records for you, assisting them in better serving you, and providing you with notices of special promotions, marketing materials and

tailored offerings. More information about how we use and share information is set forth in the privacy policy for your account.

Address/Phone Change. You represent that any phone number that you provide to us belongs to you and/or that you are authorized to provide that number.

You also agree to tell us right away if you change your address or any phone number.

Consent To Communications. You consent to us, as well as any other owner or servicer of your account, contacting you through any channel of communication

and for any purpose and at any time, as permitted by applicable law. For informational, servicing, fraud, or collection related communications, you agree that we

may use the phone numbers that you provide to us to contact your cellular phone or wireless device with text messages, artificial or prerecorded voice calls, and

calls made by an automatic telephone dialing system. Text frequency may vary and may be recurring. This consent applies even if you are charged for the call under

your plan. You are responsible for any charges that may be billed to you by your communications carrier when we contact you. Message and data rates may vary.

We and any carrier are not liable for delayed or undelivered messages. If you have questions, please call the number on the back of your card.

Telephone Monitoring. For quality control, you allow us to listen to and/or record telephone calls between you and us.

IMPORTANT INFORMATION ABOUT YOUR ACCOUNT

Closing Your Account. You may close your account at any time by sending a letter to the address shown on your billing statement or calling customer service.

We may close your account at any time, for any reason. If your account is closed, you must stop using it. You must still pay the full amount you owe and this

Agreement will remain in effect until you do.

Collection Costs. If we ask an attorney who is not our salaried employee to collect your account, we may charge you our collection costs. These include court

costs and reasonable attorneys’ fees.

Credit Bureau Reporting. We may report information about your account to credit bureaus. Late payments, missed payments, or other defaults on your account

may be shown in your credit report. Tell us if you think we reported wrong information about you to a credit bureau. Write to us at P.O. Box 71729, Philadelphia,

PA 19176-1729 (Puerto Rico and U.S. Virgin Islands residents, write to P.O. Box 166013, Altamonte Springs, FL 32716-6013). Tell us what information is wrong

and why you think it is wrong. If you have a copy of the credit report that includes the wrong information, send us a copy.

Default. You are in default if you make a late payment, do not follow any other term of this Agreement or become bankrupt or insolvent. If you default or upon your

death, we may (a) request payment of the full amount due right away, (b) take legal action to collect the amounts owed, and/or (c) take any other action allowed.

Disputed Amounts. The billing rights summary in section IV of this Agreement describes what to do if you think there is a mistake on your bill. If you

send us correspondence about a disputed amount or payment, you must send it to the address for billing inquiries. We do not give up any rights

under this Agreement if we accept a payment marked “payment in full” or given with any other conditions or limitations.

Unauthorized Use. If your card is lost, stolen or used without your consent, call us immediately at 1-800-542-0800 (Puerto Rico and U.S. Virgin Islands residents,

call 1-800-981-8400). You will not be liable for unauthorized use on your account, but you will be responsible for all use by anyone you give your card to or allow

to use your account.

IMPORTANT INFORMATION ABOUT THIS AGREEMENT

Assignment. We may sell, assign or transfer any or all of our rights or duties under this Agreement or your account, including our rights to payments. We do not

have to give you prior notice of such action. You may not sell, assign or transfer any of your rights or duties under this Agreement or your account.

Enforceability. If any part of this Agreement is found to be void or unenforceable, all other parts of this Agreement will still apply.

Governing Law. Except as provided in the Resolving a Dispute with Arbitration section, this Agreement and your account are governed by federal law and, to the

extent state law applies, the laws of Utah without regard to its conflicts of law principles. This Agreement has been accepted by us in Utah.

Waiver. We may give up some of our rights under this Agreement. If we give up any of our rights in one situation, we do not give up the same right in another situation.

RESOLVING A DISPUTE WITH ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IF YOU DO NOT REJECT IT, THIS SECTION WILL APPLY TO YOUR ACCOUNT, AND MOST DISPUTES

BETWEEN YOU AND US, AND/OR PENNEY OPCO, LLC, WILL BE SUBJECT TO INDIVIDUAL ARBITRATION AS SET FORTH BELOW. THIS MEANS THAT:

(1) NEITHER A COURT NOR A JURY WILL RESOLVE ANY SUCH DISPUTE; (2) YOU WILL NOT BE ABLE TO PARTICIPATE IN A CLASS ACTION OR SIMILAR

PROCEEDING; (3) LESS INFORMATION WILL BE AVAILABLE; AND (4) APPEAL RIGHTS WILL BE LIMITED.

What claims are subject to arbitration

1. If you, we, or Penney OpCo, LLC make a demand for arbitration, you, we and/or Penney OpCo, LLC must arbitrate any dispute or claim, including, but not

limited to, statutory, common law, and equitable claims, between you or any other user of your account, and us, our affiliates, agents and/or Penney OpCo,

LLC that relates to your account, including, but not limited to, any dispute or claim involving any purchase or credit made with or to, or otherwise involving your

account, except as noted below. The parties intend for Penney OpCo, LLC to be a third-party beneficiary of this Arbitration section of this Agreement.

2. We will not require you to arbitrate: (1) any individual case in small claims court or your state’s equivalent court, so long as it remains an individual case in that court;

or (2) a case we file to collect money you owe us. However, if you respond to the collection lawsuit by claiming any wrongdoing, we may require you to arbitrate.

3. Notwithstanding any other language in this section, only a court, not an arbitrator, will decide disputes about the validity, enforceability, coverage or scope of

this section or any part thereof (including, without limitation, the next paragraph of this section and/or this sentence). However, any dispute or argument that

concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to decide.

No Class Actions

YOU AGREE NOT TO PARTICIPATE IN A CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION AGAINST US AND/OR PENNEY

OPCO, LLC, IN COURT OR ARBITRATION. ALSO, YOU MAY NOT BRING CLAIMS AGAINST US AND/OR PENNEY OPCO, LLC, ON BEHALF OF

ANY ACCOUNTHOLDER WHO IS NOT AN ACCOUNTHOLDER ON YOUR ACCOUNT, AND YOU AGREE THAT ONLY ACCOUNTHOLDERS ON YOUR

ACCOUNT MAY BE JOINED IN A SINGLE ARBITRATION WITH ANY CLAIM YOU HAVE.

If a court determines that this paragraph is not fully enforceable, only this sentence will remain in force and the remainder will be null and void, and the court’s

determination shall be subject to appeal. This paragraph does not apply to any lawsuit or administrative proceeding filed against us by a state or federal government

agency even when such agency is seeking relief on behalf of a class of borrowers, including you. This means that we will not have the right to compel arbitration

of any claim brought by such an agency.

How to start an arbitration, and the arbitration process

1. The party who wants to arbitrate must notify the other part(ies) in writing. This notice can be given after the beginning of a lawsuit or in papers filed in the

lawsuit. For arbitration demands against Synchrony Bank, your notice must be sent to Synchrony Bank, Legal Operation, P.O. Box 29110, Shawnee Mission,

KS 66201-5320, ATTN: ARBITRATION DEMAND. For arbitration demands against Penney OpCo, LLC, your notice must be sent to Registered Agent/Legal

Department, 6501 Legacy Drive, Plano, TX 75024, ATTN: ARBITRATION DEMAND. The party seeking arbitration must select an arbitration administrator, which

can be either the American Arbitration Association (AAA), 120 Broadway, Floor 21, New York, NY 10271, www.adr.org, 1-800-778-7879, or JAMS, 620 Eighth

Avenue, 34th Floor, New York, NY 10018, www.jamsadr.com, 1-800-352-5267. If neither administrator is able or willing to handle the dispute, then the court

will appoint an arbitrator.

2. If a party files a lawsuit in court asserting claim(s) that are subject to arbitration and another party files a motion with the court to compel arbitration, which is

granted, it will be the responsibility of the party asserting the claim(s) to commence the arbitration proceeding.

3. The arbitration administrator will appoint the arbitrator and will tell the parties what to do next. The arbitrator must be a lawyer with at least ten years of legal

experience. Once appointed, the arbitrator must apply the same law and legal principles, consistent with the FAA, that would apply in court, but may use different

procedural rules. If the administrator’s rules conflict with this Agreement, this Agreement will control.

4. The arbitration will take place by phone or at a reasonably convenient location. If you ask us to, we will pay all the fees the administrator or arbitrator charges,

as long as we believe you are acting in good faith. We will always pay arbitration costs, as well as your legal fees and costs, to the extent you prevail on claims

you assert against us in an arbitration proceeding which you have commenced.

Governing Law for Arbitration

This Arbitration section of your Agreement is governed by the Federal Arbitration Act (FAA). Utah law shall apply to the extent state law is relevant under the FAA. The

arbitrator’s decision will be final and binding, except for any appeal right under the FAA. Any court with jurisdiction may enter judgment upon the arbitrator’s award.

How to reject this section

You may reject this Arbitration section of your Agreement. If you do that, only a court may be used to resolve any dispute or claim. To reject this

section, you must send us a notice within 60 days after you open your account or we first provided you with your right to reject this section. The

notice must include your name, address and account number, and must be mailed to Synchrony Bank, P.O. Box 71734, Philadelphia, PA 19176-1734.

This is the only way you can reject this section.

SECTIONS II AND III OF THE JCPENNEY CREDIT CARD ACCOUNT AGREEMENT

SECTION II: RATES, FEES AND PAYMENT INFORMATION

JCPENNEY CREDIT CARD ACCOUNT AGREEMENT