Last Updated: September 2006

Table of Contents

• Section A - General
• Section B - GMAC Account Center

Section A - General

1. Introduction to this agreement

This agreement is between you and GMACFS and its affiliates ("us" or "we"). This agreement governs your use of GMACFS web sites that you can access after selecting the "United States" link on the GMACFS home page (The "GMACFS Web Sites").

We offer the GMACFS Web Sites on the condition that you accept this agreement without change. For your convenience, we divided this agreement into sections.

• Section A tells you the terms that apply to all GMACFS Web Sites including the GMAC Account Center described in Section B. If you use any of the GMACFS Web Sites, it means you agree to the terms of Section A of this agreement.
• Section B tells you the additional terms that apply to the GMAC Account Center. If you use the GMAC Account Center, you must also agree to the terms of Section B.

2. No warranty

We do not (i) warrant or guarantee the accuracy or timeliness of any information available from the GMACFS Web Sites; or (ii) make any other warranty with respect to the GMACFS Web Sites.

We provide the GMACFS Web Sites "AS IS" and "WITH ALL FAULTS." The entire risk of the quality, performance, and accuracy of the GMACFS Web Sites is on you.

We disclaim all implied warranties of title, merchantability, and fitness for a particular purpose.

3. Liability limitation

We will not be liable to you for lost profits or any special, incidental, or consequential damages related to this agreement or the GMACFS Web Sites.

4. Information you submit or we collect

You certify that any information that you submit to us while using the GMACFS Web Sites is accurate and complete. You will update us with any changes to this information if necessary.

Any personal information you submit or GMACFS collects related to your use of the GMACFS Web Sites will be handled as described in the privacy policies posted on the GMACFS Web Sites.

Other than this personal information, we may treat any information you submit as non- confidential and non-proprietary. We have no obligations with respect to this information and may use it in any way we choose. We may also use the data, images, sounds, text, or other things in this information for any commercial or noncommercial purpose.

5. Internet communication and email

You understand that using the Internet involves certain risks including security breaches, transmission errors, and interruptions in availability. You accept these risks when using the GMACFS Web Sites.

Information sent by email may not be secure. If you request information by email, you consent to our responding by email if the law allows it. You accept the risk that a third party may intercept the information in the email you send to us or in our response. We may choose not to respond by email.

Please do not send or request sensitive or confidential information by email.

6. GMACFS Web Sites access requirements

To access the GMACFS Web Sites, you must meet the requirements found at Site Use. GMAC may change these requirements without notice.

We do not charge you for using the GMACFS Web Sites. But you must pay your own hardware, software, and communication costs for using the GMAC Web Sites.

7. Copyright and Trademarks

The following notices apply to the GMACFS Web Sites:

• Copyright: Copyright 2007 GMAC.  All Rights Reserved. All text, images, graphics, animation, videos, music, and other materials on this website are subject to the copyright and other intellectual property rights of GMAC. These materials may not be reproduced, distributed, modified, or reposted to other websites without the express written permission of GMAC.
• Trademarks: The marks appearing on the GMACFS Web Sites are trademarks and/or service marks of General Motors Corporation, GMAC, and/or their respective subsidiaries, affiliates or licensors.

The GMACFS Web Sites contain other copyright and trademark notices that you agree to observe and follow.

8. Unlawful or harmful use of the GMACFS Web Sites

You will not use the GMACFS Web Sites in any way that:

• Is unlawful;
• Harms us;
• Impairs any GMACFS Web Site (or the networks connected to any GMACFS Web Site); or
• Interferes with any other party's use and enjoyment of the GMACFS Web Sites.

We have sole discretion to decide whether you have done any of these things.

You will only access or try to access password protected areas of the GMACFS Web Sites if we provide you a password giving you access to those areas. Otherwise, you will not access or try to access password protected, secure, or non-public areas of GMACFS Web Sites without our written permission.

9. Links to independent web sites

Some links provided on GMACFS Web Sites may lead to independent web sites. The information presented on those sites is the sole responsibility of those site owners. We have no control or responsibility for the content of independent web sites. We provide these links to you for your convenience.

10. Accessing the GMACFS Web Sites from outside the United States

We intend the GMACFS Web Sites to be used primarily by United States residents. The products, programs, and services identified on the GMACFS Web Sites may not be available to persons residing outside the United States.

11. Other agreements, additional terms, notices, and instructions

This agreement does not change any other agreements between you and us. If any terms of this agreement conflict with the terms of another agreement between you and us, then the terms of the other agreement control.

A particular GMACFS Web Site may also contain additional terms or notices that govern the use of that web site. If any terms of this agreement conflict with any terms or notices of a particular GMACFS Web Site, then the terms or notices of the particular GMACFS Web Site control.

You agree to review and follow all notices and instructions on the GMACFS Web Sites.

12. Changes to the GMACFS Web Sites and this agreement

We may change the GMACFS Web Sites (including deleting features) in any way, at any time, and for any reason. However, you understand that:

• Information on the GMACFS Web Sites may not be accurate, complete, or up-to-date and you should not assume that it is; and
• We have no obligation to correct, update, or supplement information on the GMACFS Web Sites.   

We may change this agreement by:

• Posting a revised version of this Agreement on this page;
• Posting additional terms elsewhere on the GMACFS Web Sites; or
• Any other method the law permits.

We may ask you to confirm your agreement to the revised version of this agreement. Even if we do not, you must still regularly review this agreement and the GMACFS Web Sites for changes or additional terms. If you use the GMACFS Web Sites after the effective date of these changes or additional terms, it means you agree to the changes or additional terms.

13. No Offer

We provide the GMACFS Web Sites for informational purposes only.

You understand that:

• Nothing on the GMAC Web Sites should be considered an offer or an invitation to purchase any securities or as investment advice; and
• You should not rely on any information on the GMACFS Web Sites to make investment or other financial decisions.

14. Forward looking statements

The GMACFS Web Sites may contain statements regarding management's beliefs, estimates, projections, and assumptions about things like GMAC's future operations, business plans and strategies, and industry and market conditions. These statements may be forward-looking statements under the federal securities laws. You should understand that:

• Actual results and operations for future periods may differ materially from any projections or past results discussed on the GMACFS Web Sites;
• Words like "anticipate," "estimate," "believe," "expect," "intend," "may," "plan," "project," "future" and "should" and similar expressions identify forward-looking statements; and
• Forward-looking statements involve risks, uncertainties and other factors. These include the Risk Factors described in Item 1A of our most recent Form 10-K or in a Form 10-Q or Form 8-K issued since our most recent Form 10-K. Forward-looking statements may also involve other risks, uncertainties, and factors not describe in the Risk Factors.

15. Applicable law

United States federal law and Michigan law (excluding choice of law principles) apply to this agreement.

16. What happens if part of this agreement is invalid

If any part of this agreement is invalid, all other parts stay valid.

17. Restricting access

We may suspend your access to all or any part of the GMACFS Web Sites at any time and for any reason.

18. Ending this agreement

We may end this agreement at any time and for any reason, with or without notice. If this agreement ends, you no longer have the right to use the GMACFS Web Sites, but the following sections of this agreement will still apply:

• Section A.2. - No Warranty;
• Section A.3. - Liability limitation;
• Section A.7. - Copyright and Trademarks;
• Section A.15. - Applicable law;
• Section A.16. - What happens if part of this agreement is invalid; and
• Section B.4. - Account information.

Section B - GMAC Account Center

1. Introduction

The GMAC Account Center is one of the GMACFS Web Sites. If you have an eligible account, the GMAC Account Center gives you online access to:

• Account information like payment histories and payoff quotes; and
• Account services like changing your address or billing method or signing up to have your monthly payments automatically deducted from your bank account using GMAC Direct Pay.

Some of these services may not be available for some eligible accounts.

You must agree to the terms in Section B to use the GMAC Account Center.

2. Eligible accounts

You need to have an active GMAC automotive account to use the GMAC Account Center.  But the GMAC Account Center is not available for some active accounts.  For example, you will not be able to use the GMAC Account Center if:

• You have paid your account in full.
• The vehicle has already been returned on your SmartLease or SmartBuy account.
• Your account is more than 50 days past due.
• Your account is involved in a bankruptcy.
• Your account requires special handling for other reasons like its involvement in a dispute.

You will be told if your account is ineligible when you try to add it to the GMAC Account Center. If your account becomes ineligible after you have added it, you will not be able to use the GMAC Account Center for that account while it is ineligible.

3. Keeping your username and password safe

We will ask you to pick a username and password when you register for the GMAC Account Center. The username needs to be a valid email address for receiving messages from us. The password needs to be 8 to 15 characters that are different from your username.

You must keep your username and password safe. You will change your password regularly. We may require you to change your password from time to time.

We may treat actions taken using your username and password as approved by you. You will tell us right away if there is an unauthorized disclosure or use of your username or password. You will also tell us right away if there is some other security breach or fraudulent activity.

4. Account Information

Our records, kept in the regular course of business, shall be presumed to accurately reflect the contents of your instructions to us and, in the absence of manifest error, will be binding and conclusive.

We will try to keep the GMAC Account Center information up to date. Unfortunately, this information may not always be accurate or current because of processing delays, errors, or other reasons. The information is also subject to the limitations described on the GMACFS Web Sites. For these reasons, you agree that we may update or correct the information you obtain through the GMAC Account Center at any time.