Cardholder Agreement – UPside Clear Visa^® Prepaid Card

IMPORTANT - PLEASE READ CAREFULLY

1. Terms and Conditions for the UPside Visa^® Prepaid Card (all programs but UPside Clear)
This document constitutes the agreement ("Agreement") outlining the terms and conditions under which the UPside Visa Prepaid Card has been issued to you. By accepting and using this card, you agree to be bound by the terms and conditions contained in this Agreement. In this Agreement, "Card" means the UPside Card issued to you by MetaBank. "You" and "your" means the person or persons who have received the Card and are authorized to use the Card as provided for in this Agreement. "We," "us," and "our" mean MetaBank, our successors, affiliates or assignees. The Card will remain the property of MetaBank and must be surrendered upon demand. The Card is nontransferable, and it may be canceled, repossessed, or revoked at any time without prior notice subject to applicable law. Please read this Agreement carefully and keep it for future reference.

2. Definitions
The Card is a prepaid card. The Card allows you to access funds you place on the Card. The Card does not constitute a checking, savings or other bank account and is not connected in any way to any other account you may have. The Card is not a credit card. You will not receive any interest on your funds on the Card.
Authorized Users: You may permit another person, including a minor, provided however that no authorized minor should be under the age of thirteen (13), to have access to your Card or Card number. You remain liable for all transactions made with the Card or Card number by those persons. You must notify us to revoke permission for any person you previously authorized to use your Card. You are responsible for all transactions and fees incurred by you or any other person you have authorized. If you tell us to revoke another person's use of your Card, we may revoke your Card and issue a new Card with a different number. You are wholly responsible for the use of each Card according to the terms of this Agreement.
Personal Identification Number ("PIN"): Your card will be issued to you with a Personal Identification Number ("PIN"). With your PIN, you may use your Card, (i) to obtain Cash from any Automated Teller Machine ("ATM") or (ii) at any Point-of-Sale (POS) device which requires entry of a PIN, that bears the InternlinkR brand. All ATM transactions are treated as Cash withdrawal transactions. You are responsible for the confidentiality of the Card's PIN. You should not write or keep your PIN with your Card. If you believe that anyone has gained unauthorized access to your PIN, you should advise us immediately, following the procedures in the paragraph labeled "Your Liability for Unauthorized Transfers."

3. Loading Your Card
You may add funds to your Card, called "value loading", at any time. The amount of each value load must be at least $25.00 and no more than $500. There is no limit on the number of times you may value load your Card, provided that you do not value-load your card in excess of $500 during any 24-hour period or $3,000 during any 30-day period. The maximum balance on your Card is restricted to $1,500. You agree to present the Card and meet identification requirements to complete load transactions as may be required from time to time.
Loading of the Card can be done by accessing www.upsideaccount.com, where you are given the option of designating a U.S. bank account and initiating ACH (Automated Clearing House) transactions to move funds from your U.S. checking or savings account into your Card. Alternatively you may also designate one of your US credit or debit cards to load funds When transferring funds from your bank account to the Card, you are responsible for insuring that there are sufficient funds in your bank account to cover the transfer. In addition, we may delay posting your transfer to your card for 4 business days to allow for the transaction to clear. We reserve the right to delay posting beyond 10 business days in our sole discretion if we believe that the transaction may be returned.
When you establish your linked bank account on the www.upsideaccount.com website, you are also affirming that you have the authority to draw funds from that account. Each reload from your checking account or debit or credit card is authorized by either logging onto the web site and using your User ID and Password or by virtue of having defined recurrent value loads to take place at chosen intervals.

4. Using Your Card
You may use your Card to purchase or lease goods or services wherever the Card is honored as long as you do not exceed the value available on your Card. You are responsible for all transactions initiated by use of your Card. If you permit someone else to use your Card we will treat this as if you have authorized such use and you will be responsible for any transactions made subject to such use. If you do not have enough value loaded on your Card you can instruct the merchant to charge a part of the purchase to the Card and pay the remaining amount with cash or another card. These are called "split transactions". Some merchants do not allow cardholders to conduct split transactions. Some merchants will only allow you to do a split transaction if you pay the remaining amount in cash.

If you use your Card number without presenting your Card (such as for a mail order or telephone purchase), the legal effect will be the same as if you used the Card itself. For security reasons, we may limit the amount or number of transactions you can make on your Card. Your Card cannot be redeemed for cash. You may use your Card to access cash at an Automated Teller Machine (ATM), provided however that not more than 3 withdrawals are made for a maximum cumulative amount of $500 in any given 24 hour period. You may not use your Card for any illegal transactions, use at casinos, and any gambling activity.
If you have elected to be issued multiple Cards, each Card usage is governed separately by this Cardholder Agreement and you may not transfer the balance from one Card to another Card.
You are responsible for keeping track of the amount of value loaded on Cards issued to you. You may access securely the Card balance by logging in to www.upsideaccount.com from any personal computer equipped with an SSL ("Secure Socket Layer") compatible, browser program or by logging into wap.upsidecard.com from any mobile phone equipped with a TLS ("Transport Layer Security") compatible browser. You may also call us at the Customer Service number shown on your Card and listed below at any time to obtain the current value on your Card. To reach us, call toll-free 1-866-845-6273 for the balance. Our business hours are Monday through Friday, 8 a.m. to 5 p.m. CST, excluding bank holidays.
Each time you use your Card, you authorize us to reduce the value available on your Card by the amount of the transaction. You are not allowed to exceed the available amount on your Card through an individual transaction or a series of transactions. Nevertheless, if a transaction exceeds the balance of the funds available on your Card (creating a "shortage") you shall remain fully liable to us for the amount of the transaction and any applicable fees or charges. We reserve the right to bill you for any shortage together with a shortage fee of $3. You agree to pay us promptly for the shortage and any applicable shortage fees. We also reserve the right to suspend use of and/or cancel this Card should you create one or more shortages with your Card.

You do not have the right to stop payment on any purchase transaction originated by use of your Card. If you authorize a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold for that amount of funds for up to ten (10) days.

5. Returns and Refunds
If you are entitled to a refund for any reason for goods or services obtained with your Card, you agree to accept credits to your Card for such refunds. The amounts credited to your Card for refunds may not be available for up to five (5) days from the date the refund transaction occurs.

6. International Transaction Fee
If you obtain your funds (or make a purchase) in a currency other than the currency in which your Card was issued, the amount deducted from your funds will be converted by Visa^® into an amount in the currency of your Card. Visa will establish a currency conversion rate for this convenience using a rate selected by Visa from the range of rates available in wholesale currency markets for the applicable central processing date which may vary from the rate Visa itself receives, or the government-mandated rate in effect for the applicable central processing date, in each instance, plus or minus any adjustment determined by the Issuer. This percentage amount is independent of any amount taken by the Issuer in accordance with the following section of these Terms & Conditions.
If you obtain your funds in a currency other than the currency in which your Card was issued, the Issuer will increase the currency conversion rate (described in the immediately preceding section) by an additional 2% and will retain this amount as compensation for its services. This charge is independent of the currency conversion rate established by Visa.

7. Receipts
You should get a receipt at the time you make a transaction or obtain cash using your Card. You agree to retain your receipt to verify your transactions.

8. Periodic Statements
Statements in electronic format will be made available free of charge at www.upsideaccount.com during each month in which a transaction occurs.

9. Fees and Charges

Additional fees may apply in addition to the phone inquiry fee:

	Plan A (UPside Access)	Plan B (UPside Edge)
Purchase fee	$4.95	None
Yearly fee	None	$24.95 (charged at the beginning of every yearly cycle)
Monthly maintenance fee	$0.99 each month. After 6 months of inactivity, fee is increased to $2.50.	No fee on active cards. After 6 months of inactivity, a monthly fee of $2.50 may be charged.
Value loads initiated through the Upside website or a phone inquiry	Maximum amount to be loaded per 24 hours is $500, regardless of the funding source to be used.
Reload fee from a checking account	$0.99	None (unlimited)
Credit card reload fee	$2.50. Maximum amount per reload is $150.
ATM
Withdrawal	$1.49 in addition to any fee which may be charged by the ATM provider.
Balance inquiry	$0.99 in addition to any fee which may be charged by the ATM provider.
Phone inquiry	May be up to $2.99 per call.
PIN Change	$0.99 (first ever is free)
Reload fees	See fees on "Value loads"
Card replacement
Standard fee	$6.95
Express delivery	$14.95 surcharge
Others
Overdraft fee	$3.00
Decline fee on reloads from ACH	$10.00
Decline fee on POS or ATM withdrawal	$2.00
Foreign currency conversion	2% (in addition to Visa commission)
Account closure fee	$8.95
Check issuance fee for reimbursing remaining funds on card balance	Up to $12.00

10. Confidentiality
We may disclose information to third parties about your Card or the transactions you make:
(1) Where it is necessary for completing transactions;
(2) In order to verify the existence and condition of your Card for a third party, such as merchant;
(3) In order to comply with government agency, court order, or other legal reporting requirements;
(4) If you give us your written permission, or;
(5) To our employees, auditors, affiliates, service providers, or attorneys as needed.


11. Our Liability for Failure to Complete Transactions
In no event will we be liable for consequential damages (including lost profits), extraordinary damages, special or punitive damages. We will not be liable, for instance:
(1) If, through no fault of ours, you do not have enough funds available on your Card to complete the transaction;
(2) If a merchant refuses to accept your Card;
(3) If an ATM where you are making a cash withdrawal does not have enough cash;
(4) If an electronic terminal where you are making a transaction does not operate properly, and you knew about the problem when you initiated the transaction;
(5) If access to your Card has been blocked after you reported your Card lost or stolen;
(6) If there is a hold or your funds are subject to legal process or other encumbrance restricting their use;
(7) If we have reason to believe the requested transaction is unauthorized;
(8) If circumstances beyond our control (such as fire, flood or computer or communication failure) prevent the completion of the transaction, despite reasonable precautions that we have taken;
(9) Any other exception stated in our Agreement with you.


12. Your Liability for Unauthorized Transfers
Tell us AT ONCE if you believe your Card has been lost or stolen. Telephoning toll-free at 1-866-845-6273 is the best way of keeping your possible losses down. You may incur no liability for unauthorized use of your Card provided that you notify us within a reasonable time after learning of the loss or theft of your Card. A transaction will be considered unauthorized if it is initiated by someone other than you without your authority, and you receive no benefit from the transaction, and if we do not conclude, for any reason, that the facts and circumstances do not reasonably support a claim of unauthorized use. Reasonable time will be determined in our sole discretion based on the circumstances but will not be less than 60 days from the transaction date. If your Card has been lost or stolen, we will close your Card to keep losses down. We reserve the right to investigate any claim you may make with respect to a lost or stolen Card, and you agree to cooperate with such investigation. We may ask you for a written statement, affidavit or other information in support of the claim. Also, if your transaction history shows transactions that you did not make, tell us at once. If you do not tell us within 60 days after the transaction history was made available to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. Our liability is limited to reimbursing you for the amount of your loss up to the face amount of any unauthorized transaction.

13. Other Terms
Your Card and your obligations under this Agreement may not be assigned. We may transfer our rights under this Agreement. Use of your Card is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. We do not waive our rights by delaying or failing to exercise them at anytime. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected. This Agreement will be governed by the law of the State of South Dakota except to the extent governed by federal law.

14. Amendment and Cancellation
We may amend or change the terms of this Agreement at any time. You will be notified of any change in the manner provided by applicable law prior to the effective date of the change. However, if the change is made for security purposes, we can implement such change without prior notice.
We may cancel or suspend your Card or this Agreement at any time. You may cancel this Agreement by returning the Card to "Upside Cardholder Services", PO Box 550160 Ft. Lauderdale, Fl 33355-0160 Your termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.

15. Information About Your Right to Dispute Errors
In case of errors or questions about your Card transactions, call 1-866-845-6273 or write to "Upside Cardholder Services", PO Box 550160 Ft. Lauderdale, Fl 33355-0160 if you think your statement or receipt is wrong or if you need more information about a transaction listed on the statement or receipt. You must contact us no later than sixty (60) days after we have sent you the FIRST statement on which the problem or error appeared. (1) Provide your name and Card number (if any);
(2) Describe the error or the transaction you are unsure about, and explain why you believe it is an error or why you need more information;
(3) Provide the dollar amount of the suspected error.
If you provide this information orally, we may require that you send your complaint or question in writing within ten (10) business days. We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days to investigate your complaint or question. If we ask you to put your complaint or question in writing and you do not provide it within ten (10) business days, we may not credit your Card.
For errors involving new Cards, point-of-sale, or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question. We will tell you the results within three (3) business days after completing the investigation. If we decide that there was no error, we will send you a written explanation. Copies of the documents used in the investigation may be obtained by contacting "Upside Cardholder Services", PO Box 550160 Ft. Lauderdale, Fl 33355-0160.


16. Privacy and Data Protection
(i) Information We Collect ("Cardholder Information"):
(a) Information about purchases made with the Card, such as date of purchase, amount and place of purchase
(b) Information you provide to us when you apply for a Card, or for replacement Cards or when you contact us with customer service issues, such as name, address, phone number.
(ii) Information Security: Only those persons who need it to perform their job responsibilities are authorized to have access to Cardholder Information. In addition, we maintain physical, electronic and procedural security measures that comply with federal regulations to safeguard Cardholder Information.
(iii) Disclosure: We may use Cardholder Information to provide customer services, to process claims for lost or stolen Cards, to develop marketing programs, to help protect against fraud and to conduct research and analysis. In addition, it is often necessary for us to disclose Cardholder Information for the same purposes to companies that work with us. For example, we may provide certain Cardholder Information to companies that perform business operations or services, including marketing services, on our behalf. We may also provide certain Cardholder Information to others as permitted by law, such as government entities or other third parties in response to subpoenas.

17. Telephone Monitoring/Recording
From time to time we may monitor and/or record telephone calls between you and us to assure the quality of our customer service or as required by applicable law.

18. No Warranty Regarding Goods and Services
We are not responsible for the quality, safety, legality, or any other aspect of any goods or services you purchase with your Card.

19. Arbitration
(a) Purpose: This Arbitration Provision sets forth the circumstances and procedures under which claims (as defined below) may be arbitrated instead of litigated in court.
(b) Definitions: As used in this Arbitration Provision, the term "Claim" means any claim, dispute or controversy between you and us arising from or relating to the Card or this Agreement as well as any related or prior agreement that you may have had with us or the relationships resulting from this Agreement, including the validity, enforceability or scope of this Arbitration Provision or the Agreements. "Claim" includes claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law and equity. The term "Claim" is to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to (i) your Card, or the Cards of any Additional Cardholders designated by you; (ii) the amount of Available Funds on the Cards; (iii) advertisements, promotions or oral or written statements related to the Cards, goods or services purchased with the Cards; (iv) the benefits and services related to the Cards; and (v) your enrollment for any Card. We shall not elect to use arbitration under the Arbitration Provision for any Claim that you properly file and pursue in a small claims court of your state or municipality so long as the Claim is individual and pending only in the court.
As used in the Arbitration Provision, the terms "we" and "us" shall for all purposes mean the Bank, wholly or majority owned subsidiaries, affiliates, licensees, predecessors, successors, and assigns; and all of their agents, employees, directors and representatives. In addition, "we" or "us" shall include any third party using or providing any product, service or benefit in connection with any Cards (including, but not limited to merchants who accept the Card, third parties who use or provide services, debt collectors and all of their agents, employees, directors and representatives) if, and only if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim asserted by you. As solely used in this Arbitration Provision, the terms "you" or "yours" shall mean all persons or entities approved by us to have and/or use a Card, including but not limited to all persons or entities contractually obligated under any of the Agreements and all Additional Cardholders.
(c) Initiation of Arbitration Proceeding/Selection of Administrator: Any Claim shall be resolved, upon the election by you or us, by arbitration pursuant to this Arbitration Provision and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed. Claims shall be referred to either the National Arbitration Forum ("NAF"), Judicial Arbitration and Mediation Services ("JAMS"), or the American Arbitration Association ("AAA"), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you shall have the right within 30 days after you receive notice of our election to select either of the other organizations listed to serve as arbitrator administrator. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: (i) the NAF at P.O. Box 50191, Minneapolis, MN 55404; website at www.arbitration-forum.com; (ii) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; (iii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org .
(d) Significance of Arbitration: IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF THE NAF, JAMS, OR AAA, AS APPLICABLE (THE "CODE"). FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. EXCEPT AS SET FORTH BELOW, THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
(e) Restrictions on Arbitration: If either party elects to resolve a Claim by arbitration, that Claim shall be arbitrated on an individual basis. There shall be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other Cardholders or other persons similarly situated. The arbitrator's authority to resolve Claims islimited to Claims between you and us alone, and the arbitrator's authority to make awards is limited to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties.
(f) Location of Arbitration/Payment of Fees: Any arbitration hearing that you attend shall take place in the federal judicial district of your residence. At your written request, we will consider in good faith making a temporary advance of all or part of the filing administrative and/or hearing fees for any Claim you initiate as to which you or we seek arbitration. At the conclusion of the arbitration (or any appeal thereof), the arbitrator (or panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration (or appeal). If and to the extent you incur filing, administrative and/or hearing fees in arbitration, including for any appeal, exceeding the amount they would have been if the Claim had been brought in the state or federal court which is closest to your billing address an would have had jurisdiction over the Claim, we will reimburse you to that extent unless the arbitrator (or panel) determines that the fees were incurred without any substantial justification.
(g) Arbitration Procedures: This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the "FAA"). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this arbitration Provision shall control if it is inconsistent with the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the request party, within fifteen (15) days of receiving the requesting party's notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of the objecting party's submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator's decision will be final and binding, except for any right of appeal provided by the FAA. However, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which shall consider anew any aspect of the initial award objected to by the appealing party. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct the arbitration pursuant to its Code and issue its decision within one hundred twenty (120) days of the date of the appellant's written notice. The decision of the panel shall be by majority vote and shall be final and binding.
(h) Continuation: This Arbitration Provision shall survive termination of your Card as well as voluntary payment of the debt in full by you, any legal proceeding by us to collect a debt owed by you, and any bankruptcy by you or us. If any portion of this Arbitration Provision is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Provision, the Agreement or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity.

The UPoints Program is a service provided through Plastyc Inc.

HOW TO EARN UPOINTS:

Points may be earned through the following activities:

Value loads on your UPside card (only available to UPside Edge cardholders). 1 point is earned for every dollar deposited. Please note that this excludes any possible value load fee.

Sponsoring of a friend who successfully applies for the card and activates the card once it has been received. Points earned for each sponsoring event may vary depending on promotions.

Making purchases through the UPside Mall. The point/dollar ratio varies depending on the merchant and/or where the purchase was made. Please note that points are only accrued when the shopping process is initiated from the UPside mall. Any purchase made by accessing the merchant website directly is not be eligible for earning points.

Please note that points may not register to your account for up to 30 days, if applicable.

REDEMPTION OF UPOINTS:

UPoints can be redeemed in one or several of the following manners:

They can be exchanged for gift cards, paper gifts certificates or electronic gift certificates valid at designated merchants, where the card, paper certificate or electronic certificate have a certain monetary face value usable against the purchase of goods or services from the merchants issuing them.

They can be exchanged directly for certain goods or services provided by designated merchants or Plastyc itself.

They can be exchanged for a cash credit added to the balance of the UPside card.

GENERAL

The UPoints Program and rewards are offered at the sole discretion of Plastyc which reserves the right to modify, suspend, cancel, or change the Program and the redemption value of UPoints (including already accumulated UPoints) at any time without notice and without restriction or penalty. Changes to the Program may include without limitation modifications that affect UPoints accrual and/or that result in the cancellation of any outstanding, unredeemed UPoints. UPoints may be forfeited due to (i) fraud, (ii) misuse, (iii) violations of these Rules, the agreement governing your Account, or the Cardholder Agreement, or (iv) any other reason in Plastyc's discretion. UPoints are non-transferable, have no cash value and cannot be exchanged for cash or credit other than as provided in these Rules, may not be used with any other offer, promotion or discount, cannot be combined with cash to obtain an Award, cannot be earned from or transferred to any credit or debit card or other accounts, and cannot be transferred or used in conjunction with any other loyalty programs. UPoints accumulated under any other loyalty programs may not be transferred or used in conjunction with the UPoints Program. You agree that your UPSide card account may be charged for the actual cash difference between the cost of the reward redeemed and the net value of the actual UPoints available in the event you redeem unearned UPoints., You agree to hold Plastyc, Inc. and any third parties associated with the Program harmless if the Program is interrupted, terminated, suspended or cancelled for any reason prior to your redemption of any accumulated or pending UPoints. You are responsible for any applicable federal, state or local taxes related to participation in the UPoints Program. Your redemption of UPoints following receipt of these Rules will indicate your agreement to these Rules.

For further information regarding the UPoints Program, please contact UPSide Customer Service

This website is operated by Plastyc, Inc, a Delaware Corporation, which also operates the UPside Card program in cooperation with certain third parties.

Consent

Please read these terms of use ("terms of use") carefully before using this web site ("this site"). By accessing this site, you agree to be bound by these terms of use. If you do not agree to these terms of use, do not access this site. If you have not reached your 18th birthday, the parent, guardian or tutor who will complete or has completed the enrollment into the UPside Card service, must himself or herself agree to these terms of use.

Plastyc, Inc reserves the right to change these terms of use at any time, at its own discretion and without individual notice to you; however, all such changes will be posted to this site. Plastyc encourages you and your parent, guardian or tutor, as applicable, to review the terms of use from time to time so that you are aware of any such changes. The terms of use that are applicable to you at any given time are the then-current terms of use.

Plastyc retains the right to deny access to this site to anyone at its complete discretion for any reason, including for violation of any of these terms of use. This site provides links to various other web sites, whether affiliated with Plastyc or otherwise. These other web sites may have their own terms of use policies which are different from, or in addition to, the terms of use specified herein.

Copyright, Trademarks, and Intellectual Property Rights.

Copyright c 2006 Plastyc, Inc.. All Rights Reserved. All text, formatting (including without limitation the selection, coordination and arrangement of materials on the site, and the "look and feel" of the site), images, graphics, animation, videos, music, sounds, trademarks, logos, and subsidiary, parent, or affiliate company names and other materials on this site are subject to the intellectual property rights of Plastyc, Inc., its affiliates, and their respective licensors and licensees. These materials may not be copied, reverse engineered, decompiled, or disassembled, nor may these materials be modified, re-posted to other web sites, framed, deep linked to, pirated, or otherwise redistributed in any form. Nothing contained on the Web site shall be construed as granting, by implication, estoppel or otherwise, any license or right to use any Plastyc or Plastyc's licensors trademark, intellectual property right or copyrighted material without Plastyc's prior written permission. Any unauthorized use of these materials will violate Plastyc's intellectual property rights and will be subject to Plastyc's full legal rights and remedies.

Limited Representations and Warranties

Plastyc represents and warrants that the content displayed on this site as it relates to UPside card accounts in good standing, inclusive of their associated loyalty points transactions and balances, reflects accurately the latest states of such accounts, as made available to the Plastyc website servers, to the extent that users have correctly logged into their accounts prior to viewing them. However, no representation or warranty is made that card usage data, card balance amount data, loyalty points usage data and loyalty points balance amount data obtainable from this site reflect in real time the latest and most up-to-date values of such data, as they may result from transactions having occurred shortly before logging into the site, due to either the imperfect nature of electronic communications over the Internet, or to procedures such as aggregation and settlement that merchants and networks may implement when handling transactions.

If you have questions relative to the accuracy or timeliness of data displayed on this site relative to your UPside card account or its associated loyalty points, please contact us at 1 866 845 6273.

While Plastyc will use reasonable efforts to ensure that all material on this site is correct, accuracy cannot be guaranteed for those parts of the site that include links, banners or text provided by third parties, such as merchants featured in the UPside Mall. Such text, links or banners may become obsolete as a result of their respective third party originators having updated them without having informed Plastyc of such updates. Plastyc does not assume any responsibility or liability for the accuracy or completeness of information contained in this site which is not directly related to the UPside card activities resulting from normal usage of the card.

This site and all content contained herein are provided to you "as is," and "as available," and all warranties, express or implied, are hereby disclaimed, including any warranty of merchantability, noninfringement or fitness for a particular purpose other than keeping you informed from time to time of the status of your UPside account, if you are a registered user with an account in good standing. No information obtained by you from Plastyc through the site shall create any warranty not expressly stated herein.

While Plastyc will use reasonable efforts to ensure that this site will be free of viruses, spyware, and other harmful components, Plastyc disclaims all warranties regarding the availability of the site, that the site will operate error-free, that defects will be corrected or that the site is always free of viruses or other harmful components. Your use of this site is at your own risk, any content downloaded or otherwise obtained through this site is provided at your own risk, and you are solely responsible for any damage to your computer system or any data loss that may result from your use of the site, including without limitation, damage resulting from computer viruses.

Limited Right to Use Content.

The viewing, printing or downloading of any content from this site grants you only a limited, nonexclusive, revocable license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, transfer, sale, preparation of derivative works or other non-personal use. No part of any content, graphic or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use. You may not create a web page or site or computer application of any kind that deep links to or frames this site, any page of this site, or any graphics, trademark or other proprietary information of any kind located on this without Plastyc's express written permission.

This site also contains images from Getty Images, of which the Marks are and shall remain the sole property of Getty Images. Extraction and download of such images from this web site as separate files is prohibited.

You may not use meta tags or any other type of hidden text utilizing Plastyc's or any of its affiliates names, trademarks or intellectual property rights on a web site without Plastyc's express written permission.

Except for the limited rights expressly granted herein, all right, title and interest in and to the site and all materials contained therein are reserved by Plastyc. Your right to access this site may be terminated at any time by Plastyc without notice.

Editing, Deleting and Modification.

Plastyc reserves the right to modify, add or delete any documents, information, graphics or other content appearing on or in connection with the site, including these Terms of Use, at any time without notice.

Indemnification

You, or, if you have not reached your 18th birthday, your parent, guardian or tutor, agree to indemnify, defend and hold Plastyc and its business partners, staff and affiliates harmless from any liability, loss, claim and expense, including reasonable attorneys' fees and expenses, related to either your violation of these Terms of Use or your use of the site.

Governing Law Limitations

These Terms of Use shall be construed, interpreted and performed exclusively according to the laws of the State of New York, United States of America, without giving effect to any principles of conflicts of law. You expressly agree that any action at law or in equity arising out of or directly or indirectly relating to these Terms of Use or this site shall be filed only in the Federal or state courts sitting in New York. You hereby consent and submit to personal jurisdiction of such courts for the purposes of any action related to the site, your access or use thereof, or these Terms of Use, and to extra-territorial service of process.

United Sates and foreign export control laws regulate the export and re-export of technology originating in the United States and such foreign countries. You agree to abide by these laws and regulations as applicable and will not transfer, directly or indirectly, by electronic transmission or otherwise, any content or software from this site to or from any countries or foreign nations in violation of such laws or regulations.

Should any part or provision of these Terms of Use be held unlawful, void, invalid or unenforceable, that portion shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

These Terms of Use constitute the only terms between Plastyc and you with regard to this site. These Terms of Use supersede any and all prior or contemporaneous agreements, representations, warranties and understandings with respect to the site, the content, goods and/or services provided by or through the site, and the subject matter of these Terms of Use. To the extent that anything in or associated with the site is in conflict or inconsistent with these Terms of Use, the Terms of Use shall take precedence. Plastyc's failure to enforce any provision of these Terms of Use shall not be deemed a waiver of such provision nor of its right to enforce such provision.

System Integrity.

You may not use any hardware or software intended to damage or interfere with the proper and timely functioning of the site or to surreptitiously intercept any system, data or personal information from the site. You may not take any action that imposes an unreasonable or disproportionately large load on the site's network or other infrastructure.

The risk of error, failure, incompatibility or nonperformance of your computer system is your risk and includes the risk that you do not operate your computer or your software incorrectly. Plastyc is not responsible for any errors or failures from any malfunction of your computer or software. Plastyc shall have no liability to you for any damage or other loss, direct or consequential, which you may suffer or incur by reason of your use of your computer or software

Web Site Hyperlinks

Users will notice hyperlinks when browsing pages within this web site. Users acknowledge and understand that "clicking" or otherwise activating such hyperlinks may transfer the user to other third-party web sites and associated resources beyond the control and boundaries of this web site. Plastyc disclaims any responsibility or control for external web sites. Although a user may be referred to an external web site for information that may be relevant and useful to the user, Plastyc neither endorses the information content, presentation, or accuracy nor makes any warranty, express or implied regarding any external site.

Web Site Security

Plastyc utilizes industry standards to monitor Internet traffic that comes in contact with this web site to identify and defined against unauthorized attempts to upload, modify, corrupt or otherwise damage information content or interfere with legitimate attempts to access this web site. If Plastyc's reasonable precautions fail or are somehow circumvented, Plastyc is neither responsible nor liable for the undesirable situations that might arise, such as electronic contact with worms, viruses or other compromising contamination of a user's system, nor for any delays, inaccuracies, errors or omissions that might arise from these or similar security breach situations.