User Agreement

By using Rio Power & Light's Online Account Management Service, you agree to the terms and conditions of this Agreement with Texpo Power, LP d/b/a Rio Power & Light ("RIOPL" or "RIO P&L"). RIO P&L's Online Account Management Service (the "Service") is provided in part with assistance from third parties. You agree that we may share information with such parties and understand that they will be allowed to use information collected from you only as necessary to assist RIO P&L to provide the Service according to the terms set forth herein.

RIO P&L reserves the right to modify or discontinue any or all features of the Service at any time without notice, or to offer specific features only to qualified customers. You may elect to use one or more of the features without using them all. You will not use the Service for any purpose that is not authorized by this Agreement, and you may not interfere with any other party's use of the Service. You may not attempt to gain unauthorized access to the Service through any means. Notwithstanding anything to the contrary, you are responsible for ensuring timely payment of all bills.

You may use this feature to pay your RIO P&L bill online, directly from your bank account and/or using a specific credit or debit card accepted by RIO P&L, subject to the terms and restrictions of this Agreement. "Payment Account" refers to the source used for your online payment, whether it be your bank account or your credit or debit card account. Your "RIO P&L account" refers to your energy account (and, as applicable, your balance) with RIO P&L. A reference in this agreement to a "payment" includes one-time payments and also recurring payments.

By initiating an online bill payment, or by adding, removing or updating information into your online account with us, you: (i) authorize RIO P&L to follow the payment instructions that we receive from you; (ii) certify that any Payment Account you add to your profile is an account from which you are authorized to make payments, and any payment you make using the Service will debit a Payment Account that you are legally authorized to use; (iii) authorize RIO P&L to process your payment (and any recurring payments) and debit your Payment Account and remit funds on your behalf so that the funds can be applied to your RIO P&L account; (iv) also authorize RIO P&L to credit your Payment Account for payments returned for any reason; (v) warrant, represent and covenant that the information is true and correct to your best knowledge, and (vi) if adding any accounts with us (or linking any other customer's account to your account), warrant, represent and covenant that you are at least 18 years of age and are authorized to link, access and edit all such accounts.

To process payments more efficiently and effectively, we may edit or alter payment data or data formats. However, we shall incur no liability if the Service is unable to complete any payments initiated by you because of the existence of any one or more of the following circumstances:

• If your Payment Account does not contain sufficient funds to complete the transaction or the transaction would exceed the credit limit of your Payment Account;
• The payment processing center used by the Service is not working properly and you know or have been advised about the malfunction before you execute the transaction;
• You have not provided RIO P&L with the correct Payment Account information; and/or
• Circumstances beyond our control (such as, but not limited to, fire, flood, or interference from an outside force) prevent the proper execution of the transaction.

Provided none of the foregoing exceptions are applicable, if the Service causes an incorrect amount of funds to be debited from your Payment Account, RIO P&L shall be responsible for returning the improperly debited funds to your Payment Account, and, if applicable, for any late payment related charges.

In using the online bill payment feature of the Service, you are requesting RIO P&L to make payments for you from your Payment Account. If we are unable to complete the transaction for any reason associated with your Payment Account (for example, there are insufficient funds in your Payment Account to cover the transaction or your credit limit would be exceeded), the transaction will not be completed. In some instances, you will receive a return notice from us. In such a case, you agree that:

You will reimburse RIO P&L immediately upon demand the transaction amount that has been returned to RIO P&L;

• You will be responsible for any charges due under your electricity Terms of Service;
• You will reimburse RIO P&L for any fees imposed by your financial institution as a result of the return;
• You will reimburse RIO P&L for any fees its incurs in attempting to collect the amount of the returned transaction from you; and
• RIO P&L is authorized to report the facts concerning the returned transaction to a credit reporting agency.

Without limitation to the foregoing, your RIO P&L account will be credited to reflect the amount of any Payment or Recurring Payment authorized by you through the Service after RIO P&L has initiated the processing of such Payment. Such credit is provisional and is subject to RIO P&L's final receipt and clearing of good funds. Although your RIO P&L account will be updated to reflect this credit, RIO P&L will reverse any such credit to your account and may assess any then applicable fees or charges, including fees for insufficient funds or charge backs, if your Payment or Recurring Payment is returned for lack of sufficient funds or available credit or otherwise cannot be processed or is later charged back or reversed for any reason.

Use of the Service requires both log-in information and a password. During the registration process for the Service, you must choose a unique sign-on username ("Username") and password ("Password"). Anyone with knowledge of both a User's Username and Password can gain access to the Service and the information that is available regarding your account. Accordingly, you must keep your Password secret. By agreeing to the terms and conditions of this Agreement, you agree to be solely responsible for the confidentiality and use of your Password, as well as for any communications entered on or funds transfers authorized through this Service using your Password.

Except as provided herein, you are entirely responsible for any and all activities that occur through one's use of your personal identification information with the Service. You could be held liable for losses incurred by RIO P&L or another party due to someone else's use of your Username and Password or account with the Service. Except as provided herein, RIO P&L will not be responsible for any loss you may incur as a result of someone else's misuse of your personal identification information, banking information, credit card information or account through the Service either with or without your permission.

As a condition of use, you must tell us at once if you believe your Password has been lost or stolen or that someone has transferred or may transfer money from your account without your permission. You may contact us at: customer.care@riopl.com; 1-866-552-0770. RIO P&L reserves the right to reset any Passwords.

If you've selected ACH Payment as a payment option or otherwise authorized elected to make payments to RIO P&L via electronic check or ACH payments, then you agree to the provisions of the Authorization Agreement for Automated Clearing House ("ACH") Debits attached hereto as Attachment A.

It is your sole responsibility to ensure that the contact information in your user profile is current and accurate. This includes, but is not limited to, name, address, phone number, and email address. Changes can be made either within the application or by contacting Customer Service. Any changes in your Payment Account information should also be made in accordance with the procedures outlined within the application. All changes made are effective immediately for scheduled and future payments paid from the updated Payment Account information. RIO P&L is not responsible for any payment processing errors or fees incurred if you do not provide accurate Payment Account or contact information.

You are also responsible for any telephone or Internet service fees incurred in your use of the Service. You are also responsible for all fees and charges, including payment transaction fees, if any, and for all fees and charges associated with your Payment Account or credit card account used to make Payments.

THE SERVICE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, CONFORMITY TO MODELS OR SAMPLES, AND FITNESS FOR A PARTICULAR PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR TIMELY PAYMENT OF ALL INVOICES FROM RIO P&L.

Confidentiality and Security on the Internet. Use of this Service is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. Although RIO P&L has endeavored to create a secure and reliable Service, the confidentiality of any communication transmitted over the Internet cannot be guaranteed. Accordingly, RIO P&L and its affiliates are not responsible for the security of any information transmitted via the Internet. For your protection, RIO P&L reserves the right to view, monitor, and record activity on the Service without notice or permission from you.

RIO P&L may disclose information to third parties about your account or the transfers you make in the following situations:

• Where necessary for completing transactions;
• To verify the existence and condition of your account for a third party, such as a credit bureau;
• To respond to information requests of governmental authorities or where required by law or regulation; or
• If you provide us your written permission.

We also reserve the right to provide non-personally identifying information such as aggregate data to third parties. RIO P&L is not responsible for any breach of its security or for the actions of any third parties that may obtain any personal information. RIO P&L will not be responsible for any loss resulting from a cause over which it does not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars or governmental restrictions.

This Agreement, applicable fees and service charges may be altered or amended by RIO P&L from time to time. Further, RIO P&L may, from time to time, revise or update the programs, services, and/or related material that may render all such prior versions obsolete. You are responsible for regularly reviewing this Agreement. Your continued use of the Service shall constitute your agreement to the Agreement and all amendments to this Agreement.

In case of errors or questions about your payments, contact RIO P&L at 1-866-552-0770 or email us at customer.care@riopl.com. Please contact us if you think that your statement is wrong or if you need more information about a transfer listed on the statement. Please describe the error or the transaction in question, any further information needed and the dollar amount in question. RIO P&L will investigate and contact you within a reasonable time.

If your email is returned to RIO P&L as "undeliverable", this will be considered an unsuccessful notification. Two additional attempts will be made before further attempts at notification are abandoned.

In the event you wish to discontinue the Service, you can do so by un-registering through the Service or by contacting RIO P&L Customer Care. RIO P&L may terminate this Service at any time and/or revoke your right to use this service for any or no reason. Neither termination nor discontinuation shall affect your liability or obligations under this Agreement. Termination of the Service terminates your electronic billing and payment services but does not cancel your electricity service agreement with RIO P&L

Your enrollment in the Service may not be fulfilled if the Service cannot verify your identity or other necessary information.

The terms and conditions set forth herein are in addition and are not by way of limitation to any Terms of Service or tariffs or other regulations governing the terms and conditions pursuant to which RIO P&L provides you electricity and related services or the terms and conditions pursuant to which RIO P&L provides you use of the RIO P&L website.

This Agreement shall be governed by the laws of Texas, without regard to the choice of law or conflict of law rules thereof.

In the event of a dispute regarding the Service, you and RIO P&L agree to resolve the dispute by looking to this Agreement. You agree that this Agreement constitutes the complete and exclusive statement of the agreement between you and RIO P&L, which supersedes any proposal or prior agreement, oral or written, and any other communications between you and RIO P&L relating to the subject matter of this Agreement. If there is a conflict between what a representative of RIO P&L or Customer Care says and the terms of this Agreement, the terms of this Agreement will prevail.

You may not assign this Agreement to any other party. RIO P&L may assign this Agreement or assign or delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties.

RIO P&L shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by RIO P&L. No delay or omission on the part of RIO P&L in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

The captions of sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.

When registering with RIO P&L for, or using, the Online Account Management Service, you represent and warrant that (i) you are 18 years old or older; (ii) you are using your actual identity and that any information you provide to RIO P&L is accurate and complete; and (iii) your registration with RIO P&L will not violate any local, state, national, or international laws or regulations.

You may not use any trademark or service mark appearing on the Service without prior written consent from the owner of the mark. RIO P&L account holders may not upload, post, transmit or otherwise make available any material protected by copyright in a manner that infringes that copyright. In accord with the Digital Millennium Copyright Act, it is the policy of RIO P&L to terminate, in appropriate circumstances, the services of any account holder who has infringed repeatedly. However, RIO P&L expressly reserves the right to terminate or suspend the service of any account holder even for a single act of infringement. These policies do not affect any other rights RIO P&L may have under law or contract.

You agree that an original or an ink pen signature is not necessary for this Agreement to be binding.

YOU SHOULD PRINT AND RETAIN THIS DOCUMENT FOR SAFEKEEPING AND REFERENCE AT ANY TIME DURING USAGE OF THE SERVICE.

AUTHORIZATION AGREEMENT FOR AUTOMATED CLEARING HOUSE ("ACH") DEBITS ("ACH Agreement")

General Terms and Conditions:

If you, the customer, have checked the "Automatic Withdrawal from Checking or Savings" option or otherwise selected or checked the "ACH Payment" election box, you agree to this ACH Agreement and hereby authorize Texpo Power, L.P., d/b/a Texpo Energy, YEP Energy, Southwest Power & Light (collectively, "Southwest P&L") and Rio Power & Light (collectively, "RIO P&L") to initiate one or more ACH debit entries to your checking or savings account (either one-time or recurring as checked above on this form). If you have authorized recurring debit entries, an automatic withdrawal will be made in the amount of the balance due on your monthly bill, three days after the date of invoice. If the amount of a withdrawal from your account will differ from that of the previous month, you understand that you have the right to receive 10 days prior written notice of the amount and date of the debit. The origination of ACH transactions to your account must comply with the provisions of U.S. law. This ACH Agreement shall be made in accordance with the applicable rules of the National Automated Clearing House Association (NACHA) and Article 4A of the Texas Uniform Commercial Code. This ACH Agreement shall not alter, enlarge or diminish the existing rights and obligations of the parties under your Terms of Service Agreement.

This ACH Agreement will remain in full force and effect until either party terminates this ACH Agreement, which either party may do at any time upon prior written notice to the other party, which notice will be effective at the time of its receipt by the other party, although the effectiveness of any termination notice received by RIO P&L within 10 days of any payment date may, at the election of RIO P&L, be delayed until after such payment. If you wish to terminate this ACH Agreement, you must send a confirmation of termination to customer.care@riopl.com or via mail to RIOPL, 5773 Woodway Drive, Suite 700, Houston, Texas 77057.

You acknowledge and agree that RIO P&L may assign this ACH Agreement in connection with any assignment by RIO P&L of your agreements with RIO P&L, and this ACH Agreement shall be binding on and inure to the benefit of RIO P&L and its successors and assigns. This ACH Agreement may be altered, changed, or modified by RIO P&L at any time by providing 10 days prior written notice to you. RIO P&L SHALL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OF THE TERMS AND CONDITIONS OF THIS ACH AGREEMENT, OR AS A RESULT OF ANY DELAY, ERROR OR OMISSION IN ANY AUTHORIZED RECURRING DEBIT ENTRY TO BE MADE, OR FROM ANY ACT OR OMISSION OF ANY FINANCIAL INSTITUTION, ELECTRONIC FUNDS TRANSFER SYSTEM, OPERATOR OR THIRD-PARTY SERVICE PROVIDER, EVEN IF RIO P&L HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Each party shall bear all of the respective fees and other charges assessed by its designated financial institution(s). If an authorized recurring debit entry from your account is rejected and no other provision is made for payment on or before the due date, payment will be considered delinquent. RIO P&L shall have no obligation to provide notice of delinquency to you. RIO P&L reserves the right to (a) adjust future authorized recurring debit entries from your account if any authorized recurring debit entry previously made is found to be duplicative, processed incorrectly, not at all, in excess of, or less than the required amount; and (b) choose the system used to process automatic bank debit entries and any third-party service provider it may use; and (c) initiate debit or payment entries and adjustments from any authorized recurring debit entries made in error. RIO P&L is entitled to rely upon the information supplied by you in this enrollment form. Each automatic withdrawal from your checking or savings account will be made in accordance with the information you have provided in this enrollment form, or as any person purporting to represent you may otherwise specify in written notice received by RIO P&L. RIO P&L will not be responsible for any loss arising by reason of any error, mistake or fraud with regard to such information and shall be under no obligation to verify the authority of any person who purports to act on your behalf.