This Terms of Use Agreement (this "Agreement") describes the terms and conditions governing your use of the Ecount online payment service (the "Service"), a product of C/Base, Inc. ("C/Base" or "we"). By registering for and using the Service, you (the "Customer") agree to be bound by all terms and conditions of this Agreement, including all terms and conditions incorporated by reference. The Ecount Service, which is described in Section 2 below, includes an electronic MasterCard® account that you may use to effect payments over the Internet using your Ecount balance at any Web site where MasterCard is accepted. As such, this Agreement also constitutes the agreement (the "Card Member Agreement") between you and JPMorgan Chase Bank, N.A. ("JPMorgan Chase Bank"), the issuer of the account. If you have any questions concerning the Service or your use of the Service, please visit the Ecount Web site at http://www.ecount.com or contact Customer Service at customerservice@ecount.com.

1.        Your Eligibility: Use of the Service is limited to individuals that can lawfully enter into and form contracts under applicable law, are over the age of 18 and are residents of the U.S. The Service is not available to minors. C/Base may refuse our Service to anyone, at any time, in our sole discretion. To use the Service, you must provide your real name, address, email address, telephone number and such other information as may be requested to determine your eligibility for the Service and for a MasterCard account. Falsification of any of this information constitutes grounds for termination of your account.

2.        The Service: The Service facilitates secure online person-to-person transactions through transfer of Ecount balances to and from other Customers using Internet email. The Service also facilitates consumer-to-merchant transactions at merchants that are also Ecount Customers or that accept MasterCard for transactions through their Web sites. When you register and are accepted as a Customer of the Service, you choose a unique User ID and Password. You are also issued a 16-digit MasterCard account number and an expiration date, which together can be used to access the balance of your Ecount at online merchants that accept MasterCard.

We may offer you the option of requesting a plastic (i.e., general purpose) MasterCard, bearing the same 16-digit account number and expiration date that will allow you to use your Ecount balance for payment in offline and "Dual-Mode" transactions. A "Dual-Mode" transaction occurs when presentment of your plastic card at a physical store is required in order for you to take delivery of an item that you purchased over the Internet. If you do not opt for a plastic card, you will be unable to use your Ecount balance for offline or "Dual-Mode" transactions. You will be charged a nominal fee to obtain a plastic card.

C/Base may add to or modify the features of the Service from time to time in its sole discretion. You can find detailed information on how the Service works on the Ecount Web site at http://www.ecount.com.

3.        Change of Terms; Notices: C/Base reserves the right to change any of the terms and conditions of this Agreement or any policies or terms of service governing use of your Ecount, including without limitation adding or increasing fees. Any changes will be effective upon posting of the revisions on the Ecount Web site at http://www.ecount.com (the "Site"), or following the expiration of any prior notice period stated by C/Base. If you do not agree with the changes, you always have the option of terminating your use of the Service in accordance with Section 17 below. Your continued use of the Service following C/Base's posting of any changes to the terms of this Agreement will constitute your acceptance of such changes.

By entering into this Agreement and using the Service, you agree to receive notice of changes to this Agreement and other communications electronically rather than on paper. We will use our best efforts to notify you of the posting of changes to the terms and conditions of this Agreement by email sent to the primary email address you have provided to C/Base, but the Internet is insecure and we cannot guarantee that all emails sent by us will be delivered to you. If at any time you want to ensure that you have the then-applicable version of this Agreement, please visit the Site at http://www.ecount.com.

4.        Funding Your Ecount: Subject to the limits described in Section 7 below, you enable Ecount transfers and payments by first transferring funds from a Visa®, MasterCard or Discover® account with a U.S. bank, savings association or credit union (a "Bank") into your Ecount, or, if and when offered by Ecount as a funding option, by authorizing an electronic debit to your Bank checking account ("ACH Transfers"). You do this by logging in as a Customer at the Ecount Web site and following the instructions for adding funds into your Ecount. Your credit card issuer or Bank may impose fees or charge interest on credit card transactions or ACH Transfers; C/Base does not control and is not responsible for such fees or charges. As soon as you have added funds into your Ecount, you may initiate payments as a "Sender" to other Customers ("Recipients"), in accordance with Section 5. C/Base reserves the right to impose a reasonable hold period before crediting your Ecount on ACH Transfers. If you charge back a Visa or MasterCard charge or ACH Transfer that you used to fund your Ecount, you agree that C/Base may recover the amount of the charge-back by either reducing your Ecount balance or re-charging your Visa or MasterCard for the amount of the charge-back. Further, if you charge back a Visa or MasterCard charge or ACH Transfer that you used to fund your account, C/Base may terminate your account.

5.        Payments and Transfers

a.        General: Through the Service, you may initiate payments to other U.S. persons or merchants online by debiting your Ecount balance and crediting a corresponding amount (minus any applicable fees) to the Recipient's Ecount, subject to the limits in Section 7. If the intended Recipient does not already have an Ecount, the intended Recipient will be presented by email with an invitation to establish an Ecount and receive the payment. You acknowledge and agree that, if the intended Recipient does not agree to the terms of the then-current Agreement or for any other reason does not establish an Ecount, C/Base will not be able to complete your payment transaction. If C/Base is unable to complete your payment transaction within 180 days, C/Base will reverse the transaction and credit your Ecount. If and when the intended Recipient accepts the payment, unless there has been an error by C/Base, such payment will be non-reversible and non-refundable. You may also use the Service, following the instructions on the Site, to send a request to another person to transfer funds to your Ecount. The request will be transmitted by email. If the recipient of such a payment request is not already a Customer, they will have to become a Customer and add funds to their Ecount in order to complete the payment to you. The recipient of a payment request is not required to respond to the request, and C/Base is not responsible if the recipient does not complete the requested payment.

b.        Special Rules for MasterCard Merchants: For online U.S. merchants that accept MasterCard, you may use your MasterCard account number and expiration date to complete transactions, up to the amount of your Ecount balance, even if the merchant is not an Ecount Customer. If you elect to obtain a plastic MasterCard with the same account number and expiration date, the plastic card can be used offline to make purchases or to complete Dual Mode transactions at merchants that accept MasterCard, up to the amount of your Ecount balance.

c.        C/Base does not Warrant the Quality of Goods or Services that you Purchase: C/Base is not involved in the actual transaction between payors and payees and is not the agent of either. C/Base cannot and does not know whether any information provided by payors or payees is accurate, complete, misleading or deceptive or if the payor or payee will perform as promised, so you should always take due care in entering into any agreement with another person or merchant. Your use of the Service is at your own risk. C/Base is not obligated to become involved in resolving any disputes related to or arising out of any transaction other than processing errors by C/Base. C/Base urges parties to cooperate with each other to resolve such disputes.

d.        Collection of Negative Balances: You may complete transactions only up to the balance in your Ecount, and you should expect that any transaction in an amount that exceeds your balance will be rejected. If C/Base in its sole discretion completes a transaction that results in a negative balance in your Ecount, you acknowledge and agree that C/Base may collect the amount of the negative balance, plus any applicable fees, by initiating an electronic funds transfer from the Visa, MasterCard or Discover account or Bank checking account that you used to add funds to your Ecount. If this funds transfer is not successful or is not sufficient to repay in full your negative balance, C/Base shall have the right to initiate collection proceedings against you in compliance with applicable law.

6.        Redemption of Ecount Balance: You may elect a redemption of all or part of your Ecount balance by requesting a credit to your existing Visa, MasterCard or Discover account or, if and when offered by C/Base as a redemption option, by requesting an electronic credit ("ACH credit") to your Bank checking account. You do this by logging in as a Customer at the Ecount Web site and following the instructions for requesting a redemption of all or part of your Ecount balance. You may access information on your Ecount balance online at http://www.ecount.com.

All redemption requests will be processed only after verification of the request and of the requester's identity to C/Base's satisfaction. In C/Base's discretion, ACH credits will be processed only to an account with the same name as your Ecount, and subject to confirmation of your bank routing number and bank account number. You acknowledge and agree that it may take at least three business days after your request for an ACH credit until such transfer can be completed and the credit is reflected in your Bank checking account. C/Base reserves the right to require seven (7) days' advance notice of any redemption in excess of $2,000.

If you elect to receive a physical MasterCard, you may also use it to withdraw funds at any ATM that accepts MasterCard. You may withdraw a minimum of $20, up to a maximum of $300 per day or the balance in your Ecount, whichever is less. You will be charged a fee by C/Base to withdraw funds in this manner, in accordance with Section 8 below. In addition, the owner of the ATM may impose charges on your use of the ATM; C/Base does not control and is not responsible for such charges.

7.        Limits on Your Use of Your Ecount: Until we have verified your postal address, you may deposit only up to a cumulative aggregate of $100 into your Ecount Once we have verified your postal address, you may deposit up to $500.00 per 24 hours into your Ecount, up to a maximum of $1000.00 every 30 days. In addition, there is a $1,000 limit on any single transfer from your Ecount balance. We may, in our sole discretion, increase or decrease any or all of the foregoing limits.

C/Base may set limits on the dollar amount and number of transactions completed through the Service during a set time period ("Transaction Limits") for both Senders and Recipients, in addition to the maximum amounts set forth above for single transactions. For security reasons, we do not disclose Transaction Limits. Transaction Limits are different from the credit limits set by your credit card issuer. In order to enhance the security of your Ecount and prevent evasion of the Transaction Limits and single-transaction limits described above, you agree that you may not establish more than one Ecount. If we reasonably believe that you have established more than one Ecount, we may close all of such Ecount’s opened after your first Ecount, and we may transfer all of the balances in such additional Ecount’s, net of any applicable fees, to your first Ecount.

Unless you have opted to obtain a plastic card, your MasterCard number and expiration date can only be used at U.S. merchant Internet sites where MasterCard is an accepted form of payment. Your card number may not be used to affect purchases from merchants located outside of the United States. The MasterCard account number and, if applicable, plastic card issued in conjunction with your Ecount are the property of their issuer, JPMorgan Chase Bank.

If you use your Ecount to receive a payment (i.e., if you are a Recipient) and a Sender charges back any amount relating to a payment made to you, C/Base may, at its option, elect to recover any portion of the amount charged back by debiting your Ecount balance or charging your MasterCard.

If your Ecount is used without your authorization, you will be responsible for the first $50 of such unauthorized usage. You will not be responsible for any amount of unauthorized usage in excess of $50. Please recognize that if you share your User ID and Password or your MasterCard account number with another person, use of your Ecount by that person may be considered as authorized.

C/Base may delay or stop a payment or transfer from your Ecount if it reasonably suspects that such payment or transfer was originated fraudulently. In such instances, C/Base shall use its reasonable best efforts to promptly ascertain the authenticity of such payment or transfer. Provided C/Base acts reasonably and in good faith, it shall in no event be responsible for any loss or damages attributable to any such delay or stoppage of payment or transfer to or from your Ecount.

8.        Fees: C/Base will not initially charge any fees for the Service, except for a nominal fee charged to Customers who elect to receive a plastic MasterCard to cover the cost of issuing the card and for ATM cash withdrawal fees. However, C/Base reserves the right to impose fees for use of the Service and/or enhancements to the Service if business circumstances warrant. You should visit http://www.ecount.com to view the fees, if any, that are in effect from time to time for Ecount transactions, which are incorporated into this Agreement by reference. Fees charged for a specific transaction will also be disclosed at the time of the transaction. All fees are in U.S. Dollars unless stated otherwise. For any transaction that is subject to a fee, you will be charged the fee that is in effect on the date the transaction is submitted to C/Base.

9.        C/Base is Not a Bank and Your Account is Not Insured: You acknowledge and agree that C/Base is not a bank and that your Ecount balance is not a deposit, does not bear interest and is not insured by any government agency. You acknowledge and agree that you may only transfer or redeem the value of your Ecount balance in accordance with the terms and procedures described in this Agreement and on the Ecount Web site.

10.     Your Responsibility to Protect Your Password: When you become an Ecount Customer, you will be asked to create a User ID and Password for access to your Ecount. This Password is stored in encrypted form by the Service and is not available to anyone at C/Base. C/Base employees are never authorized to ask you for your Password, and you should assume that any request for your Password is improper. Once you have established your Ecount, access to your Ecount will be possible only through your User ID and Password. If you opt to receive a plastic MasterCard to access your Ecount, you will also have the opportunity through a set-up procedure on the Site to establish a Personal Identification Number ("PIN") for use with the card. In order to keep the value in your Ecount secure, you must strictly protect the confidentiality of your User ID, Password and PIN.

If you believe that your Ecount User ID and Password or PIN is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your User ID and Password or your PIN), you must immediately notify Customer Service at customerservice@ecount.com. Until you notify C/Base of the possible breach of security, C/Base will not be liable for any transfers of your Ecount balance by a third party that learned of your User ID and Password or PIN through no fault of C/Base. C/Base reserves the right to require additional forms of verification, such as digital certificates, as a prerequisite to granting access to your Ecount information.

11.     IF YOU DO NOT USE YOUR ACCOUNT: An Account Maintenance Fee will be applied to inactive ecounts.  This Account Maintenance Fee will be applied for each month of inactivity until the ecount becomes active or the balance of the ecount is reduced to $0.00.  An "Inactive Account" is DEFINED AS AN ACCOUNT THAT MEETS THE FOLLOWING CRITERIA: 1) It HAS been SIX Months since the account was created; 2) There have not been funds added to your account in last THREE MONTHS; AND 3) There have not been any purchases made with your account in last THREE months.

IF YOUR ECOUNT IS DORMANT FOR MORE THAN ONE YEAR, ECOUNT WILL FOR FRAUD PREVENTION PURPOSES SUSPEND YOUR ACCOUNT. YOUR ACCOUNT WILL STILL BE MAINTAINED WITHIN eCOUNT’S DATABASE, BUT WILL REQUIRE REVERIFICATION OF THE ACCOUNT TO CHANGE THE STATUS BACK TO ACTIVE. DURING THIS TIME, THE ACCOUNT WILL CONTINUE TO INCUR ANY APPLICABLE FEES.

12.     Prohibitions: The Service may only be used for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Service. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate another person, or use another Customer's User ID and Password. Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and C/Base will cooperate to ensure that violators are prosecuted to the fullest extent of the law. Illegal or fraudulent conduct constitutes grounds for termination of your Ecount.

You agree not to use your Ecount for the purpose of avoiding fees associated with a credit card cash advance, and agree not to assist other Customers who engage in behavior that could reasonably be construed as seeking to avoid such fees. Such behavior includes, but is not limited to, adding funds to your Ecount and shortly thereafter requesting redemption or an ATM transaction in the same amount. You also agree not to use your Ecount for the purpose of claiming an award or incentive and shortly thereafter closing the account without conducting any material transaction. We reserve the right to reverse all such transactions and to terminate any accounts that are associated with such behavior.

13.     Privacy: C/Base is committed to protecting your privacy. You may review our Privacy Policy at http://www.ecount.com/privacy.asp. We may change the Privacy Policy in the future. Unless otherwise authorized, you agree not to use any information regarding other Customers that is accessible from the Ecount Web site or disclosed to you by C/Base except to enter into and complete transactions. You agree not to use any such information for purposes of solicitation, advertising, unsolicited email or spamming, harassment or invasion of privacy. C/Base also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect C/Base's Customers, or to ensure the integrity and operation of C/Base's business and systems, C/Base may access and disclose any information it considers necessary, including, without limitation, user contact details, IP addressing and traffic information, and usage history.

14.     No Warranty: THE ECOUNT WEB SITE AND ECOUNT SERVICE ARE PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE ECOUNT WEB SITE, THE ECOUNT SERVICE, AND ANY OTHER SITES ACCESSIBLE THROUGH THE SITE, AND ANY OTHER ECOUNT-RELATED SERVICES.

Some jurisdictions may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

A possibility exists that the Site could include inaccuracies or errors and that unauthorized additions, deletions and alterations could be made to the Site by third parties. Although C/Base attempts to ensure the integrity and accuracy of the Site and the materials it contains, C/Base makes no guarantees or representations whatsoever as to the correctness or accuracy of the Site. In the event that such an inaccuracy arises, please inform C/Base so that it can be corrected.

Not all products or services discussed or referenced in the Site or that are otherwise associated with the C/Base Service are available to all persons or in all geographic locations. C/Base and its designers, as well as the providers of such products or services, reserve the right to limit, in their sole discretion, the provision and quantity of any product or service to any person or geographic area they so desire. Any offer for any product or service made in the Site and/or in connection with the C/Base Service is void where prohibited.

15.     Limitation of Liability: C/BASE, ITS AFFILIATES AND ITS PARTNERS ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE ECOUNT SERVICE, THE ECOUNT WEB SITE, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE, PRODUCTS PURCHASED USING THE ECOUNT SERVICE, AND/OR ANY OTHER ECOUNT-RELATED SERVICES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR THE ECOUNT SERVICE IS TO STOP USING THE SITE AND/OR THE ECOUNT SERVICE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH GOODS OR SERVICES YOU PURCHASE USING THE ECOUNT SERVICE FOR PAYMENT IS TO CONTACT THE SELLER AND ATTEMPT TO RESOLVE THE DISPUTE.

16.     Sales Taxes: You agree that it is the Sender's and the Recipient's responsibility to determine whether sales or use taxes apply to the transactions and to collect, report, and remit the correct tax to the appropriate tax authority. You also agree that C/Base is not obligated to determine whether sales or use taxes apply and is not responsible for collecting, remitting, or reporting any sales or use taxes arising from any transaction.

17.     Termination: C/Base, at its sole discretion, may terminate this Agreement, your access to the Site, or your access to the Service for any reason and at any time by providing you five (5) days' advance notice and payment of your full Ecount balance. C/Base may terminate this Agreement immediately, and you will forfeit your entire Ecount balance, if you commit any fraudulent, illegal or impermissible acts as specified in Section 12 or provide false information to C/Base. You may terminate this Agreement at any time by email request to cancel@ecount.com, provided that we may require confirmation of the authenticity of the request. Upon termination, if any amounts remain in your Ecount, you may request a credit of such amounts to your Visa, MasterCard or Discover card or to your Bank checking account. You acknowledge and agree that C/Base may set off the amount of any outstanding fees or payments due to C/Base prior to issuing any such credit.

18.     Miscellaneous

a.        Entire Agreement: This Agreement constitutes the entire agreement between you and C/Base with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, claims, representations and understandings of the parties in connection with the subject matter hereof.

b.        Governing Law: This Agreement and your Ecount is entered into in C/Base's home state of Pennsylvania and is governed by the laws of the State of Pennsylvania, without regard to its conflict of laws principles, whether or not your Ecount is used outside Pennsylvania.

c.        Dispute Resolution/Use of Arbitration: Except for allegations that you have infringed or have threatened to infringe our intellectual property rights, you and we agree that any dispute or controversy between us, or arising under or concerning performance or breach of this Agreement, shall be settled by one arbitrator in binding arbitration, to be held in Philadelphia, Pennsylvania, under the then-current rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction. In the event we allege that you have infringed or threatened to infringe our intellectual property rights, then, in addition to any other rights and remedies we may have, we may seek preliminary or permanent injunctive relief from any court of competent jurisdiction. For such actions, you consent to the exclusive personal jurisdiction and venue of the federal and state courts in and for Philadelphia, Pennsylvania. Any claim that you seek to initiate must be brought within one year of the event giving rise to the claim.

d.        No Agency; Third-Party Beneficiary: C/Base is not your agent, fiduciary, trustee or other representative. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of you and C/Base.

e.        Severability: If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

f.         No Waiver: C/Base's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of C/Base' right to subsequently enforce such provision or any other provisions of this Agreement.