1. Definitions and Parties.

By accepting the MaestroŽ Card from ShopNCards or one of ShopNCards's authorized merchants, and by your use of the ShopNCards, you hereby agree to the terms and conditions of this Agreement. The delivery to you of an ShopNCards constitutes ShopNCards's and the Issuing Bank's acceptance of this Agreement. No alterations to this Agreement may be made without ShopNCards's prior written approval and no party has authority to agree to any such alterations on ShopNCards's behalf. In this Agreement, the words "you" or "your" refer to you and any other person who gains access to the ShopNCards and to the PIN (as hereinafter defined) and authorizes an advance or funds transfer transaction using the ShopNCards, pursuant to the provisions of Section 9, with respect to PIN confidentiality, and Section 10, with respect to authorized, unauthorized or fraudulent use.

2. Consent to Collection and Use of Personal Data.

To receive an ShopNCards, you must complete the registration process by providing current, complete and accurate information, including without limitation such information as your name, address and telephone number (the "Personal Data"), as requested by the registration form. You agree that any registration information that you provide us shall be updated whenever the same is changed so that ShopNCards's records are always current. You acknowledge that ShopNCards has adopted a policy on cardholder privacy that complies with (i) the Guidelines for the Protection of Privacy and Transborder Flows of Personal Data developed by the Organization for Economic Co-operation and Development, (ii) the Code for the Protection of Personal Information developed by the Canadian Standards Association, (iii) the Act Respecting the Protection of Personal Information in the Private Sector (Ontario), and (iv) the Personal Information Protection and Electronic Documents Act (Canada). Under that policy, you have the right to know what information ShopNCards maintains on file concerning you; the right to review this information for accuracy and recommend correction; and the right to know for what purposes ShopNCards maintains your Personal Data. By your acceptance and use of the ShopNCards, and your provision to ShopNCards and/or the Merchant of your Personal Data, you hereby consent to and approve of the collection of your Personal Data and its storage by ShopNCards, its transmission to and from Merchants, and its use for identity verification. You acknowledge the need for ShopNCards or and its affiliates to monitor the use of services in order to offer you needed services, and you hereby consent to and approve of the use of your Personal Data for this purpose.

3. Maestro Card Services.

Once you have successfully completed the registration process, you may use your ShopNCards and the confidential personal identification number ("PIN") that corresponds to the Card (all in a manner that complies with the Interac PIN security rules). The ShopNCards provides you with access to (i) an automated teller machine which displays the Interac and/or Cirrus logos (the "ATM") to obtain cash advances, and (ii) an Interac and/or Maestro direct payment terminal (the "Debit Card Terminal") to direct transfers of funds to merchants to facilitate the purchase of goods/services of a total dollar amount up to the advance limit authorized for that ShopNCards from time to time (the "Advance Limit"), less applicable service fees. The minimum cash advance is determined by the dispensing capability of each ATM. The daily ATM cash Advance Limit applicable to the ShopNCards Maestro Card is set globally by ShopNCards from time to time and any change in the limit shall be posted on ShopNCards's Internet site located at web site prior to being changed. ATM cash advances and transfers of Debit Card Terminal funds to merchants/service providers are only currently permitted in United States Dollars. If non-US$ currency advances or funds transfers are added as a service in the future, ATM cash advances and Debit Card Terminal funds transfers to merchants/service providers in non-US$ currency will be subject to currency conversion rates set by ShopNCards and the Financial Institution (as hereinafter defined) from time to time and the rules of the electronic network through which the transaction is conducted.

4. Web Site Access.

At the time that you receive your ShopNCards, you may also be given the opportunity to set a password (the "Internet Password"), which will entitle you to access certain information concerning the ShopNCards and activities related to the ShopNCards using an Internet connection to access ShopNCards's Internet site. The Internet Password may not be the same as the PIN. You shall be responsible for any changes made to the information maintained by ShopNCards in reliance upon Internet communications received by ShopNCards that are sent by a user using your Internet Password. You will follow the same security precautions for the Internet Password as are required for the PIN, pursuant to the provisions of Section 9.

5. ShopNCards Status.

The ShopNCards (pursuant to applicable Interac regulations) remains the property of the financial institution that issued it (the name of which is indicated on the front of the ShopNCards) (the "Financial Institution"). The ShopNCards is held by ShopNCards pursuant to an agreement with the Financial Institution. You are permitted to use ShopNCards only in accordance with the terms of this Agreement to facilitate the distribution of ATM cash advances to you and transfers of Debit Card Terminal funds to merchants/service providers authorized by you. If for any reason the contractual relationship between ShopNCards and the Financial Institution is discontinued and the ShopNCards is deactivated while you still have a positive Advance Limit on the ShopNCards, then ShopNCards will either (i) arrange for a new ShopNCards issued by a different Financial Institution to be issued to you (subject to identity verification, return of the old ShopNCards and acceptance of the terms of a new ShopNCards agreement), or (ii) advance a cash (or check) payment to you for the remaining amount of the Advance Limit, subject to your identity verification and return of the old ShopNCards.

6. Advance Limit Replenishment.

Subject to the requirements or limitations of the Merchant and the Advance Limit, you may add additional amounts to your ShopNCards through approved services and providers (the "Advance Limit Replenishment").

7. ShopNCards Status.

ShopNCards is not a financial institution and is not in the business of accepting deposits or of conducting banking operations. The source from whom you obtained your ShopNCards or arrange for an Advance Limit Replenishment (pursuant to separate agreement between ShopNCards and service providers) has allowed you to arrange for cash to be dispensed to you through ATMs and to transfer funds to merchants/service providers through Debit Card Terminals when you authorize such advances or transfers of funds through the use of your ShopNCards.

8. Maestro Card Care & Control.

You are solely responsible for the care and control of your ShopNCards and the PIN.

9. PIN Confidentiality.

You must never keep a record of your ShopNCards PIN near or with the ShopNCards. You will maintain the confidentiality of the PIN, and will under no circumstances disclose it to any other person. You must ensure that no one discovers the PIN, including during its use at an ATM or a Debit Card Terminal. You are liable for all transactions incurred using the PIN.

10. Authorized, Unauthorized or Fraudulent Use.

You are responsible for the use of your ShopNCards and PIN and are responsible for the full amount of all activity resulting from the use of your ShopNCards by any person (including any use of the ShopNCards by persons to whom you have made the ShopNCards or PIN available). You are also responsible for the full amount of unauthorized activity resulting from the use of the ShopNCards, including due to fraudulent activity or theft of the ShopNCards that occurs before you provide ShopNCards with actual notification that your ShopNCards has been lost or stolen and ShopNCards has been able to "deactivate" your ShopNCards on the Interac system. In ShopNCards's sole discretion, ShopNCards will have the option to relieve you from liability for unauthorized use in a case where you have inadvertently contributed to the unauthorized use, and you cooperate in an investigation or proceeding leading to a finding of liability on the part of a third person.

11. Deactivation or Advance Limit Reductions.

ShopNCards may reduce the Advance Limit of your ShopNCards in the event that ShopNCards is notified that you have violated the agreement pursuant to which (i) the ShopNCards was provided to you, or (ii) an Advance Limit Replenishment was authorized for the ShopNCards without limitation. You acknowledge and agree that the ShopNCards Maestro Card shall remain the property of the Issuing Financial Institution. If ShopNCards requests that you return the ShopNCards Maestro Card, you shall do so immediately at your expense.

12. Record Correction.

If supplier discovers funds have added to your Advance Limit in error or made any other errors or omissions in connection with the activity related to your ATM card, supplier may reduce or increase the Advance Limit to correct such error when it is discovered. If you have used your ShopNCards for advances or transfers of funds using the Advance Limit added to your ShopNCards in error, then you shall repay the amount of the Advance Limit used to ShopNCards on demand.

13. Lost or Stolen ShopNCards.

If your Card is lost or stolen, call customer service on the back of card and on the card supplier web site. On receiving such notice from you, we will promptly deactivate your Cards's ability to be utilized at an ATM or Debit Card Terminal. You will be required to verify your identity before supplier can act on your instructions. Part of the process of your identity verification may require you to correctly answer questions based on the Personal Data and failure to answer such questions correctly may result in ShopNCards refusing your deactivation instructions. Any ATM cash advances and Debit Card Terminal funds transfers to merchants/service providers authorized using your card before supplier receives the necessary notice, verifies your identity, and enters the necessary deactivation codes into the Interac system will reduce the remaining available Advance Limit of your ShopNCards and will be solely your responsibility. You acknowledge that such losses are not insured by ShopNCards

14. No Responsibility for Purchased Goods/Services.

You acknowledge and agree that ShopNCards and the Issuing Financial Institution are not responsible for any failure to supply, or lack of suitability or quality of any goods or services purchased from any merchants or service providers using funds transfers authorized through your ShopNCards. You will settle directly with the merchant or service provider any dispute with respect to any such purchase and any such claim or dispute shall have no effect on the reduction to the Advance Limit carried out when the Debit Card Terminal funds transfer was authorized.

15. Dispute Resolution.

ShopNCards's transaction records shall be conclusive proof of the transactions carried out using your ShopNCards. Subject to Section 12, you will be deemed to have approved all transactions authorized using your ShopNCards.

16. Service Charges.

Suppliers current service charges are listed in its website. Suppliers service fees are subject to change from time to time, having immediate effect, with notice to you by posting the changes on Suppliers web site. The unused Advance Limit left on your Card will be reduced by the amount of Suppliers new service charges for the services that Supplier arranges through the use of your Card from the date the new charges come into effect. In any event, you agree to pay to Supplier all relevant service charges, including without limitation all transactions imposed by others in connection with the use of your Card. A distribution of ATM cash advances to you or Debit Card Terminal funds transfers to merchants/service providers authorized by you will not be authorized by if the remaining Advance Limit left on your Card is not sufficient to cover the ATM cash advances or Debit Card Terminal funds transfers and all applicable service fees. If a Debit Card Terminal transaction is reversed by a merchant for any reason (including, for example, a refund for returned goods), the amount of the reversal shall be added back to the Advance Limit, but any service fees previously charged are not reversed.

17. Conduct.

You will not use your Card for illegal, fraudulent or defamatory purposes or take any steps which could undermine the security or integrity of any Interac, Cirrus or Maestro services.

18. Dormant.

You acknowledge and agree that your Card will be deemed dormant if it is not used for one hundred and twenty (120) days and a service fee will be applied. You acknowledge and agree that Supplier may deactivate your Card if no advances or transfers of funds have been made for a twelve (12) month period. Upon deactivation of your Card pursuant to this provision, your ability to cause the distribution of ATM cash advances to you and Debit Card Terminal funds transfers to merchants/service providers authorized by you will be suspended. Upon verification of your identity and your payment of applicable service fees, Supplier will issue a replacement Card to you (or may reactivate the old Card with an Advance Limit equal to the limit of the old Maestro Card at the time of its deactivation less any applicable service charges incurred in the interim. The current monthly service charge to be set off against Card's Advance Limits is set out in the Fee Schedule.

19. Liability.

ShopNCards will not be liable for any damages, including without limitation indirect or consequential damages, resulting from any failure, error, malfunction or inaccessibility of any ATM or Debit Card Terminals or any failure, error or delay in providing any ATM cash advances or Debit Card Terminal funds transfers, even if ShopNCards knew that damage was likely or the damage was a result of ShopNCards's negligence or the negligence of ShopNCards's affiliates, employees, agents or representatives. ShopNCards will not be liable to you for any action or failure to act of a merchant/service provider or refusal by a merchant/service provider to honor the ShopNCards, whether or not such failure or refusal is the result of any error or malfunction of a device used to effect or authorize the use of your ShopNCards for a Debit Card Terminal transaction. ShopNCards shall not in any way be liable for any accident, act of aggression, theft, loss or damage you may suffer while using your ShopNCards. You are responsible for any errors that result from your incorrect selection of dollar amount or other information required for operation of the services related to the ShopNCards. You agree to pay ShopNCards for any cost to recover amounts that you owe to ShopNCards. These costs include legal fees on a solicitor and his own client basis as well as those reasonable counsel fees charged by ShopNCards's legal and collections department. If you fail to pay ShopNCards's costs, ShopNCards may direct funds available under any Advance Limit to the payment of such costs.

20. Communication.

Any electronic communication between you and ShopNCards will take place according to the provisions of this section. The term "electronic communication" means any communication of instructions by telephone, wire or other method of telecommunication or electronic transmission, including a facsimile transmission or personal computer. ShopNCards will consider any electronic communication apparently received from you or in your name to be duly authorized by you. You authorize ShopNCards to rely and act on any such communication. If the communication is by facsimile transmission, ShopNCards will be entitled to act upon any signature purporting to be your signature. If ShopNCards tries to verify your signature on a facsimile transmission or the validity of any instructions electronically communicated (though ShopNCards is not obligated to do so) and is unable to do so to ShopNCards's satisfaction, ShopNCards may delay in acting on or refuse to act on such instructions. ShopNCards may, at your request, forward to you copies of any statements, instruments or other documents by facsimile or other electronic transmission to the number or address provided by you from time to time. You hereby consent to and approve of the recording by ShopNCards of any telephone calls between you and ShopNCards for security purposes and verification of transaction details. You agree that ShopNCards's records regarding any electronic communication will be admissible in any legal, administrative or other proceedings as if such records were original written documents. ShopNCards's records will be conclusive proof of the information contained in such electronic communications. A paper transaction record dispensed mechanically as a result of the use of the ShopNCards Maestro Card constitutes a record of your instructions. Whether such a transaction record is issued or not, you acknowledge and agree that it is your responsibility to verify that the transaction has been properly executed.

21. Amendment to Agreement.

Supplier may change the provisions of this Agreement and the service charges from time to time. Supplier will notify you of any changes by (i) sending you notice at the last address notified by you to Supplier for the purposes of this Agreement; or (ii) posting a notice on Suppliers Internet site located online; (iii) posting a message in your Cardholder Interface, Messages section If Supplier mails a notice, it will be considered to have been received by you five (5) days after Supplier deposits it in the mail. If you use your Card after Supplier sends or posts a notice, you are deemed to have accepted the change as of the effective date set out in the notice.

22. No Assignment.

This Agreement is not assignable by you. You may not sell or transfer your Card to any other party.

23. Discontinuance of Service.

If for any reason Supplier ceases to provide services and as a result your Card is deactivated while you still have a positive Advance Limit, then Supplier will at its option either (i) arrange for a new Card issued by a different supplier to be issued to you (subject to compliance with the supplier's card issuance requirements), or (ii) advance a cash or check payment to you in repayment of the remaining amount of the Advance Limit, subject to your identity verification and return of your old Card.

24. Termination of This Agreement.

The Issuing Financial Institution and/or Supplier may restrict the use of your Card, or may terminate this Agreement and your right to use your Card at any time without notice. Upon any such termination, you will return your Card to Supplier.

25. Entire Agreement.

This Agreement constitutes the entire agreement between you, the Issuing Financial Institution and Supplier and there are no other written or verbal agreements or representations.

26. Receipt.

You acknowledge the receipt of this Agreement, and acknowledge that this Agreement does not need to be signed by either party to be effective and binding on both parties.