Terms and Conditions of the Bill Me Later® Payment System

Bill Me Later® is an open-end credit plan offered through Chase Bank USA, N.A. (The Bank). By using Bill Me Later® to complete this purchase, you apply for credit and you agree that you have read the Terms and Conditions; you authorize The Bank to review your credit report and you understand that this account is subject to finance charges and late fees and is governed by Delaware and Federal law. You authorize the Merchant to share your personal information, including email address, with The Bank, and authorize The Bank to use that information for all lawful purposes in connection with the account.

The Terms and Conditions of Bill Me Later® include the following:

Bill Me Later® E-Sign Consent

Consumer Consent to receive disclosures and other information electronically.

IMPORTANT NOTICE. In order to complete this transaction online, the Lender must provide the consumer with certain disclosures required by law. The Lender can provide these disclosures to the consumer online only if the consumer consents. The consumer should choose another payment option if the consumer does not consent.

1. DEFINITIONS. In this Bill Me Later E-Sign Consent, the following definitions apply:
"I", "me" and "Borrower" mean the person who is asking to use Bill Me Later to make a purchase. "You" and "Lender" mean Chase Bank USA, N.A., located at Wilmington, Delaware, U.S.A.and any person, company or bank to whom the rights of the Lender have been assigned. "Bill Me Later Payment System" is your payment system, which allows me to pay for purchases from participating Merchants by charging the costs to my Bill Me Later Account. It may be called simply "Bill Me Later".

2. IMPORTANT NOTICE. In order to complete this transaction online, you must provide me with certain disclosures required by law. You can provide these disclosures to me online only if I consent. If I do not consent, I will choose another payment option.

3. CONSUMER CONSENT. By checking the "I agree to have the Terms and Conditions presented electronically", which I hereby adopt as my electronic signature, I consent and agree that:

4. WHAT I WILL NEED. I understand that in order to access and retain the electronic disclosures I will need an email client such as Netscape or Microsoft Outlook. By consenting, I acknowledge that I am able to access the electronic disclosures online.

5. REQUESTING PAPER DOCUMENTS AND WITHDRAWING CONSENT. I understand that I may request paper copies of the disclosures and other information at any time, and that you will provide them to me by mail at no charge. I understand that I may withdraw my consent to receive electronic disclosures at any time after this transaction is completed. In order to request paper copies and/or to withdraw consent, I will contact you at:

Bill Me Later
PO Box 21998
Tulsa OK 74121-1998

Bill Me Later® Important Disclosures

NOTICE TO BORROWER: (1) CAUTION - IT IS IMPORTANT THAT BORROWER THOROUGHLY READ THE DISCLOSURES AND AGREEMENT BEFORE BORROWER AGREES, (2) BORROWER SHOULD RETAIN A COPY OF THE DISCLOSURES AND AGREEMENT FOR BORROWER'S RECORDS.

Daily Periodic Rate and ANNUAL PERCENTAGE RATE for Standard, Promotional, and Financed Installment Purchases The fixed Daily Periodic Rate is 0.04929%. This corresponds to an ANNUAL PERCENTAGE RATE of 17.99%. *
Grace Period for Standard and Promotional Purchases At least 25 days, if the New Balance is paid in full by the Payment Due Date**
Grace Period for Financed Installment Purchases None; there is no grace period in which to repay Financed Installment Purchases before a finance charge will be imposed.
Method of Computing the Balance for purchases Average Daily Balances (including new purchases)
Annual Fees None
Minimum Finance Charge $ 2.00
Fee for paying late If the balance is:
Under $5.00
$5.00 to $49.99
$50.00 to $149.99
$150.00 to $499.99
Over $499.99
The late fee is:
$0.00
$9.00
$19.00
$29.00
$35.00

* Daily Periodic Rate and Annual Percentage Rate for Promotional Purchases. From time to time, Lender may offer Promotional Purchases with a lower rate that may apply for a limited time.

** Grace Period for Standard and Promotional Purchases. Lender will not assess a Finance Charge on Standard or Promotional Purchases during any Billing Cycle in which payments and credits made on or before the Payment Due Date reduce the outstanding balance for Standard and Promotional Purchases (excluding Standard and Promotional Purchases made during the Billing Cycle and Promotional Purchases subject to a Deferred Payment option) to zero or to a credit balance. The Grace Period does not apply to a Promotional Purchase subject to a Deferred Payment option.

Amendment of the Terms and Conditions. Lender may amend the Agreement, including any of the terms stated above, from time to time, in accordance with the paragraph of the Agreement called "Amendment of this Agreement."

Important information about procedures for opening a new account. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

What this means for Borrower: When Borrower opens an account, Lender will obtain Borrower's name, address, date of birth, and other information that will allow Lender to identify Borrower. Lender will verify this information with Borrower or others.

The Ohio laws against discrimination require that all creditors make credit equally available to all creditworthy customers and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with this law.

As required by California law, a married applicant may apply for a separate account.

Lender may obtain a report from a consumer credit reporting agency in connection with this application and/or for any updates, renewals, extensions of credit on this Account or collection of any loan made as a result of the application. If Applicant(s) requests to be informed whether or not a consumer credit report was obtained, Lender will provide that information, including the name and address of each consumer reporting agency from which a consumer credit report was obtained.

NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.

Bill Me Later® Account Agreement

This Agreement sets forth the terms and conditions of the Bill Me Later Credit Account (the "Account") offered through Chase Bank USA, N.A., located in Wilmington, Delaware, U.S.A. Please read this Agreement and keep a copy.

1. DEFINITIONS. In this Bill Me Later Account Agreement, the following definitions apply:

"Agreement" means the Bill Me Later Important Disclosures, Account Agreement, and any amendment or addendum to this Agreement.
"Bill Me Later Payment System" is the payment system which allows me to pay for purchases from participating Merchants by charging the Costs to my Account. In this Agreement it may be called simply "Bill Me Later."
"Purchases" are loans made on the Account to the Borrower, when the Borrower chooses the Bill Me Later payment option to pay for a purchase from a Merchant.
a. Parties to this Agreement.
"I", "me" and "Borrower" mean the person who applied for this Account and agrees to this Agreement.
"You" and "Lender" mean Chase Bank USA, N.A., and any person, company or bank to whom the rights of the Lender have been assigned.
b. Other Parties.
"I4 Commerce"(and "Bill Me Later," which is a service mark of I4 Commerce) means I4 Commerce, Inc., located in Timonium, Maryland. I4 Commerce developed Bill Me Later and provides services for the Lender, such as processing transactions, keeping records, sending billing statements and providing customer service.
"Merchant" means a merchant participating in and authorized to accept the Bill Me Later payment option.
c. Parts of the Account.
i) Revolving Parts.
"Standard Purchases" are subject to the standard repayment terms and Annual Percentage Rate of the Account.
"Promotional Purchases" may be subject to special, promotional repayment terms and/or Annual Percentage Rate for all or part of the time they are unpaid. Promotional Purchases are subject to the standard repayment terms and rate, except to the extent that the promotional offer states different terms. Some Promotional Purchases may be subject to a Deferred Payment option, such as "90 days same as cash."

(ii) Installment Parts.
"Installment Purchases" are loans from the installment part of the account, which will be repaid in monthly installments called "Monthly Plan Payments."
"Interest-free Installment Purchases" will not be subject to Finance Charge imposed by the Lender, if Borrower pays the balance in full by the End Date.
"Financed Installment Purchases" will be subject to a Finance Charge imposed by the Lender.
d. Other Definitions used in this Agreement.
"Billing Cycle" means the time between the dates on which you prepare billing statements, or would have prepared them if statements were required under the paragraph of this Agreement called "Billing Statements." The Billing Cycle will end on approximately the same day of each month. You may change the day the Billing Cycle ends, at your option. The Billing Cycle will end on any day that you or I Terminate the Account.
"Closed-end Loan" means a closed-end loan from the Lender to the Borrower, the proceeds of which are paid to a Merchant to pay the Cost of Borrower's purchase from the Merchant, using Bill Me Later, at a time when the Borrower does not have an active Account.
"Cost" means the price of any item I purchase from a Merchant using Bill Me Later, plus any fee or charge I agree to pay the Merchant, including Finance Charges, the cost of shipping and taxes, less any applicable discount or credit offered by the Merchant.
"End Date" is the Payment Due Date of the final Monthly Plan Payment on an Installment Purchase. "Expiration Date" is the date a Deferred Payment option on a Promotional Purchase ends. "Grace Period" means the time during which you will not charge a Finance Charge or any fees on Standard and Promotional Purchases. The Grace Period does not apply to a Promotional Purchase subject to a Deferred Payment option.

"Payment Due Date" means the date which will appear each month as the "Payment Due Date" on the billing statement. The Payment Due Date will be not less than 25 days after the last day of the Billing Cycle (the Statement Date).
"Termination" means that I will no longer be able to obtain loans or any extension of credit on this Account. Termination affects the Account permanently, at the sole discretion of the lender.

2. GENERAL DESCRIPTION OF THE ACCOUNT. This is a multi-part open-end credit account. I will request a loan on this Account by choosing the Bill Me Later payment option when I make a purchase from a Merchant at a web site, by telephone, or at another authorized location. Purchases will be added to the balance of the Standard Purchases part of the Account, unless they are subject to special terms for Promotional or Installment Purchases. You will charge a Finance Charge on all parts of this Account, beginning on each transaction date, except during the Grace Period and as otherwise provided in the paragraph of this Agreement called "Finance Charge." I will only have the right to use some parts of the Account from time to time, when you make a special offer. The rate of Finance Charge may be different for different parts of the Account. You may make changes in this Agreement as explained in the paragraph called "Amendment of this Agreement."

3. HOW I AGREE TO THIS AGREEMENT. I agree to this Agreement and I make the promises it contains by doing either of the following:

a. Requesting an Account. I may request an Account in any of the ways you may provide.
b. Using Bill Me Later after I receive this Agreement. If I obtain a Closed-end Loan from you, you may send me information about Bill Me Later, including this Agreement. By using Bill Me Later after I receive this Agreement, I agree to this Agreement.

4. HOW I CAN OBTAIN LOANS ON THIS ACCOUNT.

a. Standard and Promotional Purchases. I can obtain loans on this Account by choosing the Bill Me Later option when I make a purchase from a Merchant at a web site, by telephone, or at another authorized location. You will make a loan to me, in the amount of the Cost of the purchase, by paying the Merchant on my behalf. You will make loans subject to the Standard Purchase terms, unless special Promotional terms are in effect at the time of the loan or are offered by the Merchant.
b. Installment Purchase. You may offer me the opportunity to make purchases from some Merchants as Installment Purchases. You may offer this as the only method I can use to make a purchase from a Merchant, or as an option to the Standard Purchase method. If I make an Installment Purchase, the Merchant will inform me if it is a Financed Installment Purchase and of the payment amount and terms, before I agree to the purchase.
c. Refinance of Closed-end Loan. If I have any unpaid Closed-end Loans from you at the time I open this Account, I request that you refinance the Closed-end Loans by making a loan from this Account. The loans will be from Installment Purchase parts of the Account, subject to the same Finance Charges, if any, payment terms and End Dates as the Closed-end Loans that were refinanced.
d. Other Agreements about Obtaining Loans.
(i) No Pre-Established Credit Line. There is no pre-established credit line for this Account, but I understand that you may evaluate each request for a loan at the time I make the request. You have the option to refuse my request for any loan, but you will notify me of the reasons for any refusal.
(ii) You may charge my Account for Purchases. I authorize you to charge this Account for the Cost of any purchase I, or anyone to whom I have given permission to use this Account, make from a Merchant using Bill Me Later. I understand that the amount that you actually pay to the Merchant may be less than the Cost, because the Merchant may agree that you may retain a portion of the Cost in order to participate in Bill Me Later.
(iii) You may charge my Account for Finance Charges and Other Charges. I authorize you to charge this Account for Finance Charges, any Other Charges, costs of collection, and amounts that I agree in this Agreement to pay.

5. MY PERSONAL INFORMATION. Each time I choose Bill Me Later, I authorize the Merchant to share my personal information with you to the extent necessary for you to make a credit decision and complete the transaction, including paying the Merchant on my behalf, opening my Account, charging my Account for the Costs of the purchase, sending me a billing statement, and for all other lawful purposes in connection with this Account. I authorize the Merchant to share my email address with you. I consent to your sending me emails for any lawful purpose in connection with this Account, including commercial emails for marketing Bill Me Later, its features, and the benefits of using Bill Me Later at Merchants who accept it. I may withdraw my consent to your sending me commercial emails, at any time, by changing my "email preferences" at the "Update Personal Info" section of the www.billmelater.com website, under the "Update Account" tab, or by "unsubscribing" when you send me an email.

6. PROMISE TO PAY. I promise to pay to you the balance on this Account, including all purchases, loans and other amounts I have authorized you to charge to this Account. I promise to pay these amounts as agreed in this Agreement, including my promise to make the Minimum Payment Due each month on or before the Payment Due Date.

7. I ALSO PROMISE:

a. To pay for all purchases made by me and by someone I authorized to use this Account. You (and any person who may decide whether I am liable for amounts charged to this Account) may presume that I have authorized any purchase made in my name using this Account, if the purchase is delivered in my name to my address, unless I return the purchase to the Merchant within a reasonable period of time. I will not be responsible for any unauthorized purchases using this Account.
b. To give you personal financial information about me that you may reasonably request, from time to time.
c. To pay all costs of collection if you take any action to collect this Account or take any action in a bankruptcy proceeding filed by or against me, if you are permitted by applicable law to charge those costs. This shall include, unless prohibited by applicable law, reasonable attorneys' fees and expenses to the maximum amount permitted by applicable law.
d. Not to give you false information or signatures, electronic or otherwise, at any time.
e. To pay a Late Fee and Return Check Fee, as provided in this Agreement.
f. To make all payments by check, money order, or other legal instrument in U.S. Dollars, so that you receive it at the remittance address disclosed on the billing statement. If I make a payment using a non-standard check, money order or other instrument, I agree to pay your costs of processing the payment. This includes, among other things, oversized and undersized instruments, instruments using non-standard materials, instruments in a non-standard format, and any other non-standard instrument that requires special handling.
g. To promptly notify you if I change my name, my mailing address, my e-mail address or my telephone number.
h. To honor any other promises that I make in this Agreement.
i. That I will not accept this Account unless I am of legal age in the state where I reside and am a resident of the U.S.A.
j. To attempt to resolve any dispute I have with a Merchant directly with that Merchant; I agree to allow a reasonable period of time for the Merchant to resolve the dispute. This shall in no way limit or reduce my rights in case of a billing error.
k. To use Bill Me Later only for personal, family or household purposes.

8. SECURITY INTEREST. You will not take any security interest to secure this Account.

9. FINANCE CHARGE. Except during the Grace Period and during the term of an Interest-free Installment Purchase prior to the End Date, I agree to pay a Finance Charge on the outstanding balance of each part of this Account at all times that this Account is in effect, including any period after Termination in which there remains an outstanding balance. The Finance Charge will be calculated for each part of the Account separately, as of the last day in the Billing Cycle (the "Statement Date"), in the following way:

a. Parts of the Account. For the purposes of the Finance Charge, each part of the Account will be calculated separately. Parts may be called "Transaction Types" on the billing statements.

(i) Standard Purchases. All Standard Purchases and other balances that are moved to the Standard Purchases part of the Account will be a single part.
(ii) Promotional Purchases. Promotional Purchases while subject to different Promotional rates, terms and Deferred Payment options will be different parts.

b. When the Finance Charge begins. The Finance Charge begins to accrue on the transaction date, except Finance Charge does not accrue during the Grace Period, if applicable to that part, and does not accrue prior to the End Date on an Interest-free Installment Purchase.
c. Grace Period. You will not assess a Finance Charge on Standard or Promotional Purchases during any Billing Cycle in which my payments and credits on or before the Payment Due Date reduce the outstanding balance for Standard and Promotional Purchases (excluding Standard and Promotional Purchases I made during the Billing Cycle and Promotional Purchases which are subject to a Deferred Payment option) to zero or to a credit balance. No Grace Period will apply to a Promotional Purchase subject to a Deferred Payment option or to a Financed Installment Purchase.
d. How you will determine the balance on which the Finance Charge is computed. You will compute the Finance Charge for each part on the "Average Daily Balance" (including new purchases) for that part during the Billing Cycle. To get the Average Daily Balance for each part, you will take the beginning balance for each part each day and add any new loans and adjustments posted that day; then subtract any payments, credits, and unpaid Finance Charges allocated to that part. This gives you the "Daily Balance." Then, you add up all the Daily Balances for the Billing Cycle for that part and divide the total by the number of days in the Billing Cycle. The result is the Average Daily Balance for that part. You will treat any Average Daily Balance which is a credit balance as zero.
e. How you compute the Finance Charge. You will compute the Finance Charge during the Billing Cycle for each part separately. For each part, you will multiply the Average Daily Balance for the Billing Cycle by the number of days in the Billing Cycle; then you will multiply the product by the Daily Periodic Rate in effect for that part during that Billing Cycle. The result is the Finance Charge for that part. You will then add up the Finance Charge for all the parts, to get the Finance Charge for the Account.
f. Minimum Finance Charge. If the Daily Balance of any part (excluding any balance on an Interest-free Installment Purchase part), on the last day of a Billing Cycle (the Statement Date), is greater than zero, and if the Finance Charge for the Billing Cycle is greater than zero but less than $2.00, you may assess a Finance Charge of $2.00 for the Billing Cycle.
g. Rate of Finance Charge. You will compute the Finance Charge on the Standard, Promotional and Financed Installment Purchases parts using the Daily Periodic Rate disclosed in the enclosed Important Disclosures. This corresponds to the ANNUAL PERCENTAGE RATE disclosed in the enclosed Important Disclosures. However, if you have disclosed a special promotional rate at the time you made the special offer, according to law, you will compute the Finance Charge on the Promotional Purchases parts using that special promotional rate.
10. OTHER CHARGES. I agree to pay the following Other Charges, as applicable. I agree that you may allocate any Other Charge to the Standard Purchases part of the Account.
a. Late Fee. You will charge me a Late Fee for each month the Minimum Payment is not paid in full by its Payment Due Date. The amount of the late fee is disclosed in the Important Disclosures.
No Late Fee will be due if the reason the Payment is late is either:
(i) attributable to a Late Fee assessed on an earlier payment; or
(ii) because, after default, the entire balance on this Account is due.
b. Return Check Fee. You will charge me a service charge of $25.00 if my payment on this Account is made with a check, including a draft, order or other instrument that is returned by a drawee for "not sufficient funds" in the account on which the check is written. You will not charge the service charge, however, if you redeposit the check and it is paid.
c. Fee for providing a copy of billing statement. Unless you are required by law to provide me with a copy of a billing statement for a Billing Cycle other than the current Billing Cycle, I agree to pay you a fee of ten dollars ($10.00) per billing statement if I request a copy.
11. MINIMUM PAYMENT DUE. The Minimum Payment will be due each Billing Cycle, on or before the Payment Due Date. The amount of the Minimum Payment Due will be the sum of the Monthly Plan Payments due on each Installment Purchase part plus the payment due for the revolving parts plus any amounts past due from previous Billing Cycles.
a. Revolving Parts. The payment due for the revolving parts will be the greater of (A) $10.00; or (B) 3% of the sum of the balances on the revolving parts (excluding any balance subject to a Deferred Payment option), on the last day of the Billing Cycle. The payment will be rounded down to the next whole dollar. In no event, however, will the payment due be greater than the sum of the total outstanding balances on those parts.
b. Installment Parts. The Monthly Plan Payment due for each Installment Purchase which has not reached its End Date and on which a balance is outstanding will be the installment payment amount I agree to when I make an Installment Purchase. The Monthly Plan Payments for an Installment Purchase will be calculated so that they are substantially equal over the term of the Installment Purchase. In no event, however, will the Monthly Plan Payment due for any Installment Purchase be greater than the outstanding balance due on that part of the Account. The Monthly Plan Payment due on the End Date may be more or less than the others, because it will be adjusted as necessary to pay the actual balance and accrued Finance Charge owing on the End Date.

12. PREPAYMENT. If I pay an amount greater than the Minimum Payment Due in any Billing Cycle, this will not affect the way you calculate the amount of the next Minimum Payment, and I will nevertheless make the Minimum Payment the next Billing Cycle. I MAY MAKE PAYMENTS IN ANY AMOUNT IN EXCESS OF THE MINIMUM PAYMENT AND MAY PAY THE ENTIRE BALANCE OR ANY PART OF IT AT ANY TIME PROVIDED THAT I PAY AT LEAST THE MINIMUM PAYMENT DUE IN EACH BILLING CYCLE WHEN IT IS DUE.

13. PAYMENT APPLICATION. You will use each payment that I make, when I am not in default, first to pay billed Monthly Plan Payments on the Installment Purchases (in any order you choose), then billed Finance Charge, then billed other charges, then the principal balance of the revolving parts (in any order you choose), and then any other amounts due.

14. BILLING STATEMENTS. You will provide me with a billing statement for each Billing Cycle in which:
a. You impose a Finance Charge to this Account; or
b. The New Balance is more than $1.00 (whether a credit or debit balance).
I agree to notify you in writing of any errors in the billing statement within 60 days from the date it is provided. I agree to examine the billing statement and to notify you in writing, immediately, of any purchases which were not made or authorized by me. You need not provide a billing statement to me if you deem this Account uncollectible or if delinquency collection proceedings have been started.

15. DEFAULT. I will be in default if any of the following happen:
a. If I fail to pay any Minimum Payment Due on or before the Payment Due Date.
b. If I fail to keep any promise or perform any duty in this Agreement, or in any other loan or agreement with you.
If default occurs, you will have no duty to make loans or advances from this Account and this Account will be Terminated. You may refuse to make any new loans and may cancel any approved loans from the Account for any Purchase or transaction that has not yet appeared on a billing statement sent to me. This may happen without any prior notice to me. If you choose, at your sole option, to make new loans from this Account after default, I agree that you may charge those loans to this Account. In addition, if a default occurs, all amounts which I owe under this Agreement shall be due and payable immediately, at your option (subject to any applicable law to the contrary); you may apply any payments I make after default to satisfy the amounts I owe on any part of the Account, in any order you choose. The other provisions of this Agreement will continue to apply to this Account. If you get a judgment after default and/or if I am a debtor in an action filed by or against me under the Bankruptcy Code, unless prohibited by applicable law, the rates of Finance Charge applicable to this Account will continue to apply to the balances on this Account. A default under this Agreement is a default under every other account or loan which I have with you.

16. TERMINATION OF THE ACCOUNT. In addition to Termination by default, you may Terminate this Agreement at any time and for any reason subject to the requirements of applicable law. I can terminate my Account by sending written notice to the address on the billing statement. After Termination, I will not be able to make new purchases on this Account. Termination under this paragraph will not affect any purchase which complies with this Agreement and which was made before the date of the Termination notice. If you choose, at your sole option, to allow purchases after you have Terminated this Account (whether or not I have given you notice Terminating this Account), I agree that you may charge those purchases to this Account. After Termination under this paragraph, balances will continue to accrue Finance Charges until paid in full and I agree to pay the balance on this Account, the Finance Charges and all other amounts due in accordance with the terms of this Agreement. All other provisions of this Agreement will continue to apply.

17. YOUR LIABILITY. You have no responsibility for the failure of any Merchant to accept payment using the Bill Me Later Payment System. Your liability, if liability is provided under applicable law, for a wrongful failure to make a loan on this Account is limited to my actual damages. Failure to make a loan for any reason as provided under the terms of this Agreement will not be wrongful.

18. AMENDMENT OF THIS AGREEMENT. You may amend this Agreement from time to time, in any respect by giving me written notice where required by law. An amendment may change something in this Agreement (for example, the rate of Finance Charge on any or all the parts), add something new or take something out. Such amendments will apply to outstanding balances and new loans, except as otherwise indicated in the written notice or provided by applicable law. This Agreement, except when amended in accordance with this Agreement, is the final expression of the Agreement between us and may not be contradicted by evidence of any alleged oral agreement.

19. REMEDIES CUMULATIVE. Your remedies under this Agreement shall be cumulative and not alternative.

20. DELAY IN ENFORCEMENT. You can delay enforcing any of your rights under this Agreement without losing them. Any waiver by you of any provision of this Agreement will not be a waiver of the same or any other provision on any other occasion.

21. ASSIGNMENT. I may not assign or otherwise transfer my rights and privileges under this Agreement, or delegate my obligations to repay amounts I owe to you. Any attempt to assign or delegate will be void and of no effect. You may assign any and all of your rights under this Agreement at any time without my consent. Any person, company or bank to whom you assign this Agreement shall be entitled to all of your rights under this Agreement. None of my rights or obligations shall be affected by such assignment.

22. REPLACEMENT OF PRIOR AGREEMENTS. This Agreement replaces all earlier Agreements and governs all balances on this Account, including balances carried over to this Account from any prior Account, just as if it had been in effect before the first advance from this Account. If this Agreement replaces an earlier Agreement I had with a different Lender, all balances from the earlier Bill Me Later Account will become balances on this Account. The effective date of the new Account may be delayed, at your option, up to sixty (60) days; during those sixty (60) days, all balances will be balances on the earlier Account. No rates, charges, fees or required minimum payments stated in the earlier Agreement will change due to a change in the Lender, unless Lender amends this Agreement as provided in this Agreement.

23. COMMUNICATIONS CONCERNING DISPUTED DEBTS. ALL COMMUNICATIONS BY ME TO YOU CONCERNING DISPUTED DEBTS, INCLUDING AN INSTRUMENT TENDERED AS FULL SATISFACTION OF THE ACCOUNT, WILL BE SENT TO: Bill Me Later, P.O. Box 5018, Timonium, MD 21094.

24. CREDIT INVESTIGATION AND REPORTING. I authorize you to make or have made any credit, employment and investigative inquiries you deem appropriate related to this Account and the collection of amounts owed on this Account. I agree that you have the right to obtain a credit report in connection with your review of my application and periodically, during the term of this Account, as you deem reasonably necessary to maintain and collect this Account. I authorize you to answer any questions about your experience with me related to this Account and to report that experience to credit reporting agencies.

25. NOTICES AND CUSTOMER SERVICE. I agree that any notice or correspondence that you are required by this Agreement or by law to send to me may be sent by regular U.S. mail to the address that I have provided or by e-mail to the e-mail address that I have provided, unless otherwise required by law. I will send all notices, correspondence, inquiries and questions concerning my Account to you at Bill Me Later, P.O. Box 22140, Tulsa, OK 74121-2140. I may also call you at your customer service telephone number 1-866-528-3733. You may monitor, tape or electronically record my telephone calls to your customer service department for any reasonable business purpose. I agree that your customer service department may place telephone calls to me using an automatic dialing and announcing device for any reasonable business purpose.

26. GOVERNING LAW AND CONSTRUCTION. This Agreement has been accepted by you in Delaware, U.S.A., and all loans will be extended by you in Delaware, U.S.A. Regardless of the state of my residence or the place where the Merchant is located, I agree that the provisions of this Agreement relating to interest, charges and fees shall be governed by federal law and construed in accordance with federal law and, as made applicable by federal law, Delaware law. Other terms and provisions shall be governed by and construed in accordance with the law of Delaware, U.S.A., without regard to principals of conflicts of law, except to the extent preempted, superseded, or supplemented by federal law.

27. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions of this Agreement.

28. BORROWER'S BILLING RIGHTS - KEEP THIS NOTICE FOR FUTURE USE.

This notice is required by federal law. In this notice, "you" and "your" mean the Borrower. "We" and "our" refer to the Lender.
This notice contains important information about your rights and our responsibilities under the Fair Credit Billing Act.

Notify Us In Case of Errors or Questions About Your Bill.

If you think your bill is wrong, or if you need more information about a transaction on your bill, write us on a separate sheet at Bill Me Later, P.O. Box 5018, Timonium, MD 21094. Write us as soon as possible. We must hear from you no later than 60 days after we send you the first bill on which the error or problem appeared. You can telephone us, but doing so will not preserve your rights. In your letter, give us the following information:

Your Rights and Our Responsibilities After We Receive Your Written Notice.

We must acknowledge your letter within 30 days, unless we have corrected the error by then.

Within 90 days we must either correct the error or explain why we believe the bill was correct.

After we receive your letter, we cannot try to collect any amount you question, or report you as delinquent. We can continue to bill you for the amount you question, including Finance Charges. You do not have to pay any questioned amount while we are investigating, but you are still obligated to pay the parts of your bill that are not in question. If we find that we made a mistake on your bill, you will not have to pay any Finance Charges related to the questioned amount. If we did not make a mistake, you may have to pay Finance Charges, and you will have to make up any missed payments on the questioned amount. In either case, we will send you a statement of the amount you owe and the date that it is due.


If you fail to pay the amount that we think you owe, we may report you as delinquent. However, if our explanation does not satisfy you and you write to us within ten (10) days telling us that you still refuse to pay, we must tell anyone we report you to that you have a question about your bill, and we must tell you the name of anyone we reported you to. We must tell anyone we report you to that the matter has been settled between us when it finally is.

If we do not follow these rules, we cannot collect the first $50.00 of the questioned amount, even if your bill is correct.


PRIVACY POLICY

This Policy explains what Chase Bank USA, N. A., ("Chase") does to keep information about you private and secure. We want you to know how we manage that information to serve you. This Policy covers only your Bill Me Later Account relationship with Chase. Please read this Policy carefully; if you have another customer relationship with Chase, the Policy governing that relationship may be different.

Q. What information do you have about me?
A. To provide services and to help meet your needs, we collect information about you from various sources.

Q. How do you safeguard information about me?
A. We take a number of steps to protect the privacy of information about you. Here are some examples:

Q. Is information about me shared within your family of companies?
A. Yes, but only certain types of information. We do not share the following types of information within our family of companies:

We may share other types of information within our family. For example, we may share name and address, information about transactions or balances with us, as well as survey results.

Q. Is information about me shared with service providers and financial companies?
A. Yes, as permitted by law. We may share information about you with outside companies that work for us. These may include firms that assist in marketing our products. We may also share information about you with outside financial companies that have joint marketing agreements with us. These arrangements give you the opportunity to receive additional products or services.

Q. Is information about me shared with non-financial companies outside your family of companies?
A. No, unless you specifically authorize us to share information in connection with a particular transaction, product or service.

Q. Is information about me shared in any other ways?
A. Yes. We may also share information about you in other ways, as required or permitted by law. Here are some examples of ways that we share information.

Q. How do you tell me about your Policy? A. We give you our Policy to you when you open a new account. We also send it to current customers yearly. We may change our Policy. We will send you a new policy if we broaden our information sharing practices about you.

Special Notice for Vermont Residents.
If we disclose information about you to other financial institutions with which we have joint marketing agreements, we will only disclose your name, contact information and information about your transactions.
Special Notice for California Residents. In order to comply with California law, the following applies if your account has a California mailing address:

Q. Who is covered by this Policy?
A. This Policy covers the Chase Bank USA, National Association.

Q. Which of my account relationships with Chase are covered by this Policy?
A. Only your Bill Me Later Account relationship with Chase is covered by this Policy.

This Policy applies to our current and former consumer customers. Separate policies may apply to your other relationships with Chase. Separate policies may apply to customers of certain businesses, such as Private Banking or Insurance. In addition, customers in certain states may also receive policies that apply to them. The privacy policies posted on our websites apply when you use those sites. This policy is effective as of March 7, 2005.

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