THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION

This Terms of Use Agreement and any additional terms incorporated by reference ("Agreement") govern the use of your ecount™ and the stored value VISA (the "Ecount Card"), ecount Web Site, http://www.myecount.com (the "Site"), and ecount services associated therewith (collectively the "Ecount Services"), made available by C/Base, Inc. ("C/Base" or "we," "us" or "our") and JPMorgan Chase Bank, N.A., the issuer of your Ecount Card (the "Issuer"). By registering for, activating, accepting, or using the Ecount Services, you (the "User") agree to be bound by all terms and conditions of this Agreement. If you have any questions concerning the Ecount Services or your use of the Ecount Card, please visit the Site, contact us at (866) 326-8689, or via email at help@myecount.com ("Customer Service").

1. The Ecount Card

The Ecount Card is a stored-value card that enables you to purchase goods and services from merchants and to obtain cash at participating automated teller machines ("ATMs"). When you apply for and are accepted as a customer of C/Base and the Issuer, you are issued an Ecount Card with an expiration date. This Ecount Card can be used to access the balance of your ecount at merchants that accept the VISA card (a “Signature Based Transaction”). In addition, in order to allow you to obtain cash at participating ATMs and to make PIN based transactions at select merchants (a “PIN Based Purchase Transaction”), you will be provided with a Personal Identification Number ("PIN") sent via U.S. Mail to the same address to which your card was mailed, or through Customer Service.

C/Base and the Issuer may add to or modify the features of the Ecount Card and Ecount Services from time to time in their sole discretion. You can find detailed information on how the Ecount Card works on the Site.

2. Eligibility for and Availability of the Ecount Services

Use of the Ecount Services is limited to individuals who can lawfully enter into and form contracts under applicable law and have reached the age of majority. C/Base may refuse to provide the Ecount Services to anyone, at any time, in its sole discretion. To use the Ecount Services, you must provide your real name, street address, e-mail address (if any), telephone number and such other information as may be reasonably requested by C/Base to determine your eligibility for the Ecount Services. Falsification of any of this information constitutes grounds for termination of the Ecount Services.

Not all of the Ecount Services discussed or referenced on the Site or that are otherwise associated with the Ecount Card are available to all persons or in all geographic locations. C/Base and the parties with whom it contracts reserve the right to limit, in their sole discretion, the provision and quantity of any ecount product or Ecount Services to any person or geographic area they so desire. Any offer for any ecount product or Ecount Service made on the Site and/or in connection with the Ecount Card is void where prohibited.

3. The Legal Relationship between You and C/Base

Based on your directions, C/Base acts as your agent to help you load value to your Ecount Card (whether such value is provided by you or a third party, such as a friend, employer or other business that desires to afford you the benefit of Ecount Services) and to help you make transactions with your Ecount Card. It also acts as the agent of the Issuer in facilitating the issuance of the Ecount Cards.

When value is loaded onto your Ecount Card or the Ecount Card of another user of the Ecount Services ("User"), C/Base or the party providing the value will deposit the corresponding funds in a bank account (the "Pooled Account") at Citizens Bank of Pennsylvania (the "Bank"). You understand and agree that you will not receive interest or other earnings on the funds in the Pooled Account. C/Base may receive interest on these funds or, more likely, a reduction in the fees or expenses the Bank charges C/Base for banking services.

You may withdraw the funds by utilizing the Ecount Card to make transactions or by providing C/Base with instructions to withdraw the funds via ACH, in each case subject to the terms and restrictions of this Agreement.

4. Fees

You agree to pay all fees associated with the Ecount Services set forth in the Fee Schedule provided to you with this Agreement (the "C/Base Fees") and authorize C/Base to collect the C/Base Fees by effecting withdrawals from the Pooled Account to the extent of the remaining value in your ecount. The Fee Schedule is incorporated into and made part of this Agreement. We may from time to time amend the Fee Schedule, in our sole discretion, as set forth in the section of this Agreement entitled "Changes to this Agreement; Electronic Communications."

5. Documentation

C/Base does not own or operate any ATMs, but has arranged for you to access your ecount through participating ATMs. We anticipate that you will be able to obtain a receipt for ecount ATM transactions at the time of the transaction, but we do not control and cannot guarantee the provision of any such receipt.

Your ecount statement is available for your review 24 hours a day, 7 days a week, at the Site. You may also check the available balance of your ecount by contacting Customer Service. A paper statement will be mailed to at the address on file. The fee for requesting paper statements is set forth in the Fee Schedule.

6. Changes to this Agreement; Electronic Communications

C/Base reserves the right, in its sole discretion, to change any of the terms and conditions of this Agreement and/or the Fee Schedule or any policies or terms of the Ecount Services, including, without limitation, by adding or increasing C/Base Fees. You will be notified of such changes as may be required by law (a "Change Notification"). All Change Notifications will be sent via U.S. Mail to your address of record unless you have elected to receive your notifications electronically. You may elect to receive electronic notifications by contacting Customer Service. Any changes will be effective upon posting of the revisions on the Site, or as otherwise set forth in any Change Notification. C/Base cannot guarantee that all e-mails and letters 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 or request a copy by contacting Customer Service.

7. Adding Funds to Your ecount

Subject to the limits described in the section of this Agreement entitled "Limits on Your Use of Your ecount," you or a third party, including your employer, may add funds to your ecount by initiating an electronic credit to your ecount (a "Direct Deposit Transaction"). In addition, you may authorize C/Base to initiate a debit to your checking or savings account on your behalf and to credit those funds to your ecount (an "ACH Transfer"). You may initiate ACH Transfers by logging onto the Site or contacting ecount Customer Service and we will provide you with the appropriate information to begin ACH Transfers. To initiate a Direct Deposit Transaction, you must enroll with your employer and we will provide you with the appropriate information to do so. If your employer does not offer direct deposit as a method of payment, you will not be able to add funds via Direct Deposit Transactions. Your bank may impose certain fees for ACH Transfers. C/Base does not control and is not responsible for such fees or charges. C/Base reserves the right to impose a reasonable hold period before crediting your ecount on ACH Transfers. ACH transfers can take up to six (6) business days before funds will be available on your ecount. If an ACH Transfer or Direct Deposit Transaction that you used to add funds to your ecount is reversed, you agree that C/Base may debit your ecount balance for the amount of the reversal and you agree to immediately pay any resulting negative ecount balance and/or related C/Base Fees. C/Base reserves the right to terminate your ecount in the event excessive returns are processed. If you request an ACH Transfer to your ecount, and the funds are not available in your designated bank account, C/Base reserves the right to charge a fee. All applicable fees are outlined in the attached Fee Schedule.

8. Third Party Funding

If your Ecount Card is funded by a third party, including your employer (a “Third Party Contribution”), you agree that the third party has the right to cancel, withdraw, or reverse any Third Party Contribution up to the amount of the original Third Party Contribution (a “Payment Reversal”) and you authorize Ecount to initiate such Payment Reversals on behalf of the Third Party Contributor.

9. Transactions at VISA Merchants

You may use your ecount Card to complete transactions, up to the amount of your ecount balance, at merchants that accept VISA. C/Base does not guarantee and is not responsible for the quality of goods or services purchased with your Ecount Card. C/Base is not involved in the actual transaction with the merchant, cannot and does not know whether any information provided by the merchant is accurate and complete or instead is misleading or deceptive, and cannot and does not know if the merchant will perform as promised. Accordingly, you should always take due care in entering into any agreement with another person or merchant. C/Base is not obligated to become involved in resolving any disputes related to or arising out of any transaction other than a processing error by C/Base.

10. PIN Based Purchase Transactions

You may use your Ecount Card to complete PIN Based Purchase Transactions, up to the amount of your Ecount balance, at merchants that accept PIN Based Purchase Transactions via the STAR® network. C/Base does not guarantee and is not responsible for the quality of goods or services purchased with your Ecount Card. C/Base is not involved in the actual transaction with the merchant, cannot and does not know whether any information provided by the merchant is accurate and complete or instead is misleading or deceptive, and cannot and does not know if the merchant will perform as promised. Accordingly, you should always take due care in entering into any agreement with another person or merchant. C/Base is not obligated to become involved in resolving any disputes related to or arising out of any transaction other than a processing error by C/Base.

11. ACH Withdrawals

You may be eligible to debit funds from your ecount and have those funds electronically transferred to your checking or savings account via ACH (a "Special Transfer"). You may initiate Special Transfers by logging onto the Site or contacting ecount Customer Service, and we will provide you with the appropriate information to begin Special Transfers. Eligibility for Special Transfers is determined by C/Base and its corporate clients that may load funds to your ecount in their sole discretion. To find out if you are eligible for Special Transfers, visit the Site or contact ecount Customer Service.

12. Protection of Your Funds

C/Base is not a bank. However, for your protection, the funds in your ecount and in other Users’ ecounts will be deposited into the Pooled Account. C/Base will only use the funds in the Pooled Account to settle transactions made by you and other Users and to collect the C/Base Fees, provided that C/Base may withdraw from the Pooled Account, at or about the time funds are deposited, up to the percentage of the deposited funds set forth in the Fee Schedule (the "Initial Withdrawal Percentage"). If, due to such withdrawals, additional funds in the Pooled Account are required to honor all ecount transactions, C/Base will immediately deposit additional funds to the Pooled Account or take such other actions as may be required to honor such transactions. You and C/Base agree that the funds in the Pooled Account at any time (including, without limitation, funds which are subject to being withdrawn pursuant to the proviso in the second preceding sentence) will be beneficially owned by you and the other Users in proportion to your respective ecount balances, and not by C/Base, and that C/Base will be acting as the agent for you and the other Users with respect to the funds in the Pooled Account.

13. Collection of Negative Balances

You should expect that any transaction in an amount that exceeds your ecount balance will be rejected. If a merchant, in its discretion, completes a transaction that results in a negative balance in your ecount, or if a reversal of an Direct Deposit Transaction or ACH Transfer results in a negative ecount balance, you agree to immediately pay the amount of the negative balance plus any applicable C/Base Fees and you authorize C/Base to initiate an ACH Transfer on your behalf in payment thereof if it has the requisite bank account information. If you fail to make any required payment, C/Base shall have the right to initiate collection proceedings against you and/or report your failure to credit reporting agencies in compliance with applicable law.

14. Limits on Your Use of Your ecount

C/Base may set limits on the dollar amount and number of transactions completed through the Ecount Card during a set time period ("Transaction Limits"). Initially, you may spend no more than the lesser of your ecount balance, $3,000 per day, or your established daily limit and may complete no more than 12 purchase transactions in a single day. You may withdraw no more than $400 per day from an ATM and may complete no more than 5 ATM transactions in a single day. You may not add more than $9,000 to your Ecount Card in a single day. We reserve the right, in our sole discretion, to modify the Transaction Limits from time to time. We will notify you of any change in the Transaction Limits as may be required by law. For security purposes, we may impose additional transaction limitations on your ecount and we will only be required to advise you of such limitations to the extent required by applicable law.

15. Your Liability for Unauthorized Use of Your Ecount Card

Tell us AT ONCE if you believe your Ecount Card has been lost or stolen. Telephoning is the best way of keeping your possible losses down. If your Ecount Card is used to make Signature Based Transactions at merchants without your authorization, you will not be responsible for such unauthorized usage provided that (1) you notify us within twenty-four (24) hours after you learn of the loss or theft; (2) you have exercised reasonable care in safeguarding your Ecount Card from risk of loss or theft; (3) you have not reported two or more incidents of unauthorized use within the preceding twelve months; and (4) your ecount is in good standing. If you share your Ecount Card number with another person, use of your Ecount Card by that person may be considered as authorized.

If you do NOT tell us within twenty-four (24) hours after you learn of the loss or theft of your card, you could be held liable for all of the unauthorized transactions.

Notwithstanding the foregoing, you will be fully liable for any PIN based transactions made with your Ecount Card including, but not limited to, ATM withdraws or PIN Based Purchase Transactions. You are responsible for the protection of your PIN number and you will not be able to recover funds lost as a result of a compromised PIN.

If your statement shows transfers or purchases that you did not make (a "Disputed Transaction"), tell us at once. If you do not tell us within 60 days after the date of the Disputed Transaction, you may not get back any money you lost as a result of the Disputed Transaction.

If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods, provided you can supply appropriate documentation.

If you believe your card has been lost or stolen or you have identified a Disputed Transaction, contact Customer Service.

You can also write us at:

Risk Management Department

P.O. Box 284

Conshohocken, PA 19428

16. Error Resolution Notice

In case of errors or questions about your electronic transfers, contact Customer Service as soon as you can.

You can also write us at:

myecount Customer Service

P.O. Box 284

Conshohocken, PA 19428

If you think your statement or receipt is wrong or if you need more information about a transaction listed on the statement or receipt, contact us as soon as you can. We must hear from you no later than 60 days after the date of the Disputed Transaction.

(1) Tell us your name and ecount number.

(2) Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe there is an error or why you need more information.

(3) Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within ten business days.

We will tell you the results of our investigation within ten business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will not credit your ecount until the investigation is complete. If we ask you to put your complaint or question in writing and we do not receive it within ten business days, we may not credit your ecount.

If we decide that there was no error, we will send you a written explanation within three business days after we finish our investigation. You may ask for copies of the documents that we used in our investigation.

17. Your Responsibility to Protect Your PIN

In order to keep your ecount balance secure, you must strictly protect the confidentiality of your PIN. If you believe that your PIN is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your PIN), you must immediately notify Customer Service. You agree not to write your PIN on your Ecount Card or keep a notation of your PIN with your Ecount Card.

18. Expiration Dates

The Card Expiration Date of your Ecount Card is embossed on the front of the Ecount Card. If you do not use the full amount on the card by the Card Expiration Date, a new card will be delivered to you at the postal address on file (the "Replacement Card"). The fee for the Replacement Card shall be set forth in the Fee Schedule attached to this Agreement. A Replacement Card will not be sent if you have an Inactive Account. If your account is inactive and you would like a Replacement Card, please contact Customer Service and a Replacement Card will be sent to you at the postal address on file.

19. Prohibitions

You may only use the Ecount Card or any Ecount Services for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding use of the Ecount Card. You may not use the Ecount Card under a false name or use an invalid or unauthorized credit card or bank account to add funds. You may not impersonate another person, or use another User's PIN. Such fraudulent conduct is a violation of federal and state laws. Suspected fraudulent or unlawful conduct may be reported to law enforcement authorities, 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 credit card cash advances and agree not to assist other Users 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 a redemption or an ATM transaction in the same amount. You agree not to represent your ecount as a bank account to third parties. We reserve the right to refuse and reverse all such transactions and to terminate any ecounts that are associated with such behavior.

20. Privacy

C/Base is committed to protecting your privacy. A copy of our Privacy Policy is included with and incorporated into this Agreement. You may also review our Privacy Policy at any time at the Site.

We will only disclose information to third parties about your ecount or the transfers you make in accordance with our Privacy Policy. We will make such disclosures if you give us your written permission, where it is necessary for completing transfers or in other circumstances described in our Privacy Policy.

21. No Guarantee of Site Accuracy

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 outside 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.

22. Limitation of Liability

C/Base, the Issuer, their affiliates and the parties with whom they contract are neither responsible nor liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating in any way to your ecount, the Ecount Card, the Site, the content or information contained within the Site, products or services (including ecounts and Ecount Services) purchased using the ecount or the Ecount Card.

23. Taxes

You acknowledge and agree that C/Base is not obligated to determine whether any federal, state or local tax applies to any transaction involving your Ecount Card and is not responsible for collecting, remitting, or reporting any sales, use, income or other taxes arising from any such transaction.

24. Termination

C/Base, in its sole discretion, may terminate this Agreement, your access to the Ecount Card, or your access to the Site for any reason and at any time by providing you any notice required by applicable law and paying your full ecount balance. C/Base may terminate this Agreement immediately, without prior notice, if you commit any fraudulent, illegal or impermissible acts or provide false information to C/Base, in which event C/Base may withhold from any payment to you any amount it reasonably believes you owe as a result of any wrongful conduct in connection with the Site. You may terminate this Agreement at any time by contacting Customer Service, provided that we may require confirmation of the authenticity of the request. If this Agreement is terminated by C/Base, your ecount will be closed and any amounts remaining in your ecount will be refunded via check or ACH transfer to your bank account subject to our right under this Agreement to withhold payment of amounts. If this Agreement is terminated by you, your ecount will be closed and any amounts remaining in your ecount will be refunded via check or ACH transfer to your bank account, subject to our right under this Agreement to withhold payment of amounts and subject to the Cancellation Fee set-forth in the Fee Schedule to this Agreement. 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 authorized refunds.

25. Arbitration Provision

a. General

This Provision governs when and how disputes between you and us will be arbitrated outside the court system. This Provision covers all Claims (defined below), except we will not elect to arbitrate an individual Claim brought in small claims court, unless that Claim is transferred or appealed to a different court. Also, as described below, you have the right to reject this Provision in its entirety if you act by November 30, 2003 or within forty-five (45) days after the date you first register for, activate or use your ecount, whichever comes later.

b. Definitions

"Claim" means any dispute between you and us that arises from or relates in any way to your Ecount Card or ecount, including disputes concerning (1) any items you purchased with your Ecount Card or ecount; (2) advertisements, promotions, disclosures or documents relating to your Ecount Card or ecount; and (3) this Provision’s applicability or enforceability. It includes disputes based on constitutional provisions, statutes, regulations, ordinances, contracts, and acts of every type (whether intentional, fraudulent, reckless, or negligent). It includes disputes that seek relief of any type, including equitable relief or damages. "Administrator" means the American Arbitration Association, 335 Madison Avenue, New York, NY 10017, www.adr.org, (800) 778-7879; JAMS, 45 Broadway, 28th Floor, New York, NY 10006, www.jamsadr.com, (800) 352-5267; or the National Arbitration Forum, 45 Broadway, 28th Floor, New York, NY 10006, www.jamsadr.com, (800) 352-5267, as the case may be.

c. Starting an Arbitration

To start an arbitration, you or we must give written notice of an election to arbitrate a Claim. This notice may be given after a lawsuit begins and may be given in papers filed in the lawsuit. If such a notice is given, the Claim shall be resolved by arbitration under this Provision and the rules of the Administrator. You can choose the Administrator in your written notice electing to arbitrate, or by giving us written notice of your selection within 20 days after we notify you of our election to arbitrate. If you do not do so, we will select the Administrator. If for any reason the selected Administrator cannot or will not serve, you will have 20 days to select a new Administrator. The arbitrator will be selected under the Administrator’s rules, except that the arbitrator must be a lawyer with at least ten years of experience or a retired judge unless you and we agree otherwise.

d. Important Notice and Limitations

IF YOU OR WE ELECT TO ARBITRATE A CLAIM, YOU WILL NOT HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR HAVE A JURY DECIDE THE CLAIM. ALSO, YOUR ABILITY TO OBTAIN INFORMATION FROM US AND TO APPEAL IS MORE LIMITED IN AN ARBITRATION THAN IN A LAWSUIT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. THE FEES CHARGED BY THE ADMINISTRATOR MAY BE HIGHER THAN THE FEES CHARGED BY A COURT.

IF YOU OR WE ELECT TO ARBITRATE A CLAIM: (1) YOU MAY NOT PARTICIPATE IN A CLASS ACTION IN COURT OR IN CLASS-WIDE ARBITRATION, EITHER AS A REPRESENTATIVE OR CLASS MEMBER; (2) YOU MAY NOT PARTICIPATE IN A PRIVATE ATTORNEY PROCEEDING IN COURT OR IN THE ARBITRATION; AND (3) CLAIMS BROUGHT BY OR AGAINST YOU MAY NOT BE JOINED OR CONSOLIDATED WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER PERSON.

e. Location and Costs

Any arbitration hearing that you attend will take place in the federal judicial district where you live. If you cannot afford the Administrator’s fees or you believe they are too high, we will consider any reasonable written request for us to bear the cost. Each party must pay for its own attorneys, experts and witnesses, regardless of who wins the arbitration, except where applicable law, this Provision and/or the Administrator’s rules provide otherwise. We will pay any fees or expenses we are required to pay by law.

f. Governing Law

This Agreement involves interstate commerce, and this Provision is governed by the Federal Arbitration Act, 9 U.S.C. §1, et seq., and not by any state law concerning arbitration. The arbitrator must follow the applicable law related to any Claim, statutes of limitations, and claims of privilege. Upon the timely request of either party, the arbitrator must write a brief explanation of the basis for the award. The arbitrator will set rules of procedure and evidence consistent with this Provision and the Administrator’s rules and need not apply federal, state or local rules of procedure and evidence.

g. Getting Information

In addition to the parties’ rights to obtain information under the Administrator’s rules, either party may ask the arbitrator for more information from the other party.

h. Effect of Arbitration Award

Any appropriate court may enter judgment upon the arbitrator’s award. The arbitrator’s decision will be final and binding, except for: (1) any appeal right under the FAA and (2) Claims involving more than $100,000. For the latter, any party may appeal the award to a three-arbitrator panel appointed by the Administrator, which will reconsider from the start any aspect of the initial award that is appealed. The panel’s decision will be final and binding, except for any appeal right under the FAA. Unless applicable law provides otherwise, the appealing party will pay the appeal’s costs, regardless of its outcome. However, we will consider any reasonable written request for us to bear the cost.

i. Changes to this Provision

Unless you consent, we will not terminate or make any changes to this Provision that materially impair your rights.

j. Partial Enforcement; Conflicting Terms

If subsection d ("Important Notice and Limitations") cannot be enforced, then this entire Provision shall be null, void and inapplicable. If any other portion of this Provision cannot be enforced, the rest of the Provision will continue to apply. In the event of any conflict or inconsistency between this Provision, and the Administrator’s rules or other provisions of this Agreement (including the provision concerning changes to the Agreement), this Provision will govern.

k. Rejection of Arbitration Provision

You may reject this Arbitration Provision by sending us a rejection notice that we receive at C/Base at 555 North Lane, Suite 5040, Conshohocken, PA 19428, Attn: Customer Service/Arbitration (and no other location) by November 30, 2003 or within forty-five (45) days after the date you first register for, activate or use the Ecount Card, whichever comes later. Any rejection notice must be signed by you and must include your name, address, telephone number and Authorization number. This is the only method you can use to reject this Arbitration Provision.

26. 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 are governed by the laws of the United States of America and the Commonwealth of Pennsylvania, without regard to conflict of laws principles, and whether or not your ecount is used in Pennsylvania.

c. Severability

If any provision of this Agreement shall be deemed unlawful, void, or unenforceable, then that provision shall be deemed severable from and shall not affect the validity and enforceability of any remaining provisions.

d. No Waiver

No failure by C/Base to enforce the strict performance of any provision of this Agreement will constitute a waiver by C/Base of its right to subsequently enforce such provision or any other provisions of this Agreement.

e. Accepting the Card

If you do not accept the terms and conditions of this agreement, please return the card to us immediately with a written notice of termination. Upon receipt of the returned Ecount Card your ecount will be closed and any amounts remaining in your ecount will be refunded via check or ACH transfer to your bank account subject to our right under this agreement to withhold payments of amounts. Failure to return the Ecount Card to us shall be deemed as accepting the terms and conditions of this agreement.