Loyalty Rewards Terms & Conditions

The Loyalty Rewards program is a customer based loyalty program that rewards our members through a point based system.

Program Overview:

• The Loyalty Rewards program has no enrollment or annual fee.
• Loyalty Reward members can only redeem their points after purchasing a minimum of $25 or more in PrepaidOnline products or services.
• Points are earned on each and every qualified purchase and can be redeemed on any future purchase at www.prepaidonline.com
• Loyalty Reward members earn points based on the product purchase price.
• Loyalty Reward points are automatically added to your account for all purchases and can be redeemed online at any time.

PrepaidOnline customers are automatically enrolled in the rewards program subject to the Loyalty Rewards Terms & Conditions.

IMPORTANT NOTICE:
We reserve the right to add to and/or change the Loyalty Rewards program ("program") Terms & Conditions at any time. This means, for example, that we may change the number of points earned for spending, or the number of points required to redeem rewards, impose caps and/or fees on earning and/or redeeming points, increase or impose an annual and/or other program fees and/or cancel rewards. In addition, we reserve the right to terminate the program with three months' prior notice. During the three-month notice period, we may change or cancel some or all of the then-current rewards. The Members ("you", "your" or "CM") right to earn points and redeem accumulated points will terminate three months after we give you this notice.

The Loyalty Rewards program Terms & Conditions ("T&Cs") are effective May 1, 2007.

Eligibility :

• The program is available to all non-wholesale account members. Wholesale or Corporate accounts are not eligible for enrollment in the program. Corporate accounts maybe be eligible if the member enters information as an individual.
• All member accounts must be in good standing at the time of enrollment. Any member account that is not in good standing at the time of enrollment will not be eligible for enrollment in the program and all reward points will be forfeit.
• All member accounts must be billed in U.S. dollars.

Point Accrual:

• Each Member enrolled in the program will accrue points in his or her program account for every eligible dollar purchase on his or her PrepaidOnline Account, provided such charges are paid on time.
• You will not accrue points in your program account for the dollar amount of any charge processed prior to the enrollment date.
• Points accrued in your program account for any given year will be carried forward on each enrollment date anniversary, provided all other conditions set forth herein have been met.
• You will not accrue points in your program account for the following fees: including any program annual fees, applicable sales tax and processing fees.
• Points accrued in any program account do not constitute property of the member and are not transferable by operation of law or otherwise to any person or entity and cannot be transferred to any other account.
• Credits posted to your rewards account, including those arising from returned goods or services, will change the points accrued in your program account.
• If a credit posted to your account reduces the program account balance below the minimum required to convert points into or redeem a reward, we reserve the right to decline your request to convert points into or redeem a reward.

Point Redemption:

• A PrepaidOnline member can redeem no reward points unless a minimum of $25 or more has been previously purchased from www.prepaidonline.com.
• The request for conversion of points from the rewards program account to a purchase must be made at the time of purchase. All points in the account will be applied to the purchase balance due with any balance or remaining points credited back to your account.
• Once accrued points in your program account have been applied to a purchase, the points cannot be converted back into your program account.
• Points accrued in your program account may not be converted into other program.

Point Forfeiture for non payment:

• If the amount due on any account is not paid in full, all points accrued in the program for that account may be forfeited.

Point Forfeiture for Account Cancellation:

• If for any reason we cancel any account (including because of your death, bankruptcy or insolvency), any points accrued in your program account will be forfeited.
• If you have more than one PrepaidOnline account enrolled in the program, and voluntarily cancel any such account and keep at least one PrepaidOnline account enrolled in the program, you will accrue points in your program account for charges billed to the canceled account, provided all other conditions set forth herein have been met.
• If you voluntarily cancel enrollment in the program and keep at least one PrepaidOnline account open and in good standing, you will have up to 30 days from date of cancellation to redeem the points accrued in the program account.
• If any account is not in good standing, your enrollment in the program may be canceled or the points accrued in your program account forfeited.
• Accounts with no activity for 12 consecutive months may forfeit the balance of all reward points.

Product Rewards:

• All product orders are subject to product availability. You will be notified if the item you have ordered is not available and if and when it will become available. We reserve the right to substitute items of equal or greater value. We will ship the model pictured or the most current comparable model available. Items shown are the latest models available at the time of printing. Items ordered at the same time may arrive separately. Merchandise will be delivered within four weeks of our receipt of the order.
• Merchandise will not be delivered to P.O., A.P.O. or F.P.O. boxes. Merchandise rewards can be shipped only to addresses in the 48 contiguous United States.
• Product rewards may not be returned or exchanged unless proven to be damaged or defective. Please visit www.prepaidonline.com for information regarding the return policy. Damaged or defective items must be returned within 30 days of delivery.
• Return Instructions: Products must be in their original packaging and include batteries, cables, etc.
• Original packaging and paperwork must be included. Cash cannot be substituted for any product return. Offer not valid with previous purchases. Additional freight will apply to international shipments.

General:

• Fraud or abuse relating to the accrual of points or redemption of rewards may result in forfeiture of accrued points as well as cancellation of your program account and any PrepaidOnline account.
• The program is intended to be a service provided to an individual, not a company. It is therefore considered fraudulent and abusive for any individual or company to direct, encourage or allow a Corporate CM or other individuals to use a single Corporate account for the purpose of accumulating Prepaid Rewards points.
• All questions or disputes regarding eligibility for the program, eligibility of points for accrual, conversion of points or redemptions of rewards will be resolved by PrepaidWireless at its sole discretion.
• The determination of tax liability for any federal, state or local taxes (as may be applicable) arising out of the accrual or conversion of points or redemption of rewards in the program shall be your sole responsibility.
• We are not responsible for typographical errors and/or photographic errors and/or omissions.
• These Terms & Conditions are governed by and construed under the laws (excluding conflicts of law provisions) of Nevada.

Arbitration:

This Arbitration section sets forth the circumstances and procedures under which Claims (as defined below) may be arbitrated instead of litigated in court.

1. As used in this Arbitration section, the term "Claim" means any claim, dispute, or controversy between you and PrepaidOnline Inc arising from or relating to your participation in the Program, these Terms & Conditions, any prior agreement that you may have had with PrepaidOnline or the relationships resulting from your participation in the Program, these Terms & Conditions, or any prior agreement, including the validity, enforceability, or scope of this Arbitration section, these Terms & Conditions or any prior agreement. "Claim" includes claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims, third-party claims, and claims based upon contract, tort, fraud, and other intentional torts, statute, regulations, common law, and equity. The term "Claim" is to be given the broadest possible meaning and includes, by way of example and without limitation, any claim, dispute, or controversy that arises from or relates to (a) the Program account or any point balances on the Program account, (b) advertisements, promotions, or oral or written statements related to the Program or any Reward, or (c) the redemption for and use of any Reward. We shall not elect to use arbitration under this Arbitration section for any individual Claim that you properly file and pursue in a small claims court in your state or municipality as long as the Claim is pending only in that court.

2. Any Claim shall be resolved, upon the election by you or PrepaidOnline by arbitration pursuant to this Arbitration section and the code of procedure 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"), JAMS/Endispute ("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:

� NAF, P.O. Box 50191, Minneapolis, MN 55404; phone: 1-800-474-2371; Web site: www.arbitration-forum.com .

� JAMS, 390 South Figueroa Street, Suite 990 - World Trade Center, Los Angeles, CA 90071; phone: 213-620-1133; Web site: www.jamsadr.com .

� AAA, 335 Madison Avenue, New York, NY 10017; phone: 1-800-778-7879; Web site: www.adr.org .

3. IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR PREPAIDONLINE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE OF PROCEDURES OF THE NAF, JAMS, OR AAA, AS APPLICABLE. 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 MAY ALSO NOT BE AVAILABLE IN ARBITRATION.

4. 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 members or other persons similarly situated; provided, however, that the claimant's individual Claim would be subject to this Arbitration section. Furthermore, Claims brought by or against one member may not be joined or consolidated in the arbitration with Claims brought by or against any other member, unless otherwise agreed to in writing by all parties. 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 in which you or PrepaidOnline seeks arbitration. At the conclusion of the arbitration, the arbitrator will decide who will ultimately be responsible for paying the filing, administrative, and/or hearing fees in connection with the arbitration. For any Claims you initiate against us in which either you or we have elected to use arbitration, we will be responsible for reimbursing you for filing, administrative, and/or hearing fees you incur, including for any appeal, if and to the extent such fees exceed the amount they would have been (such amount to be determined by the arbitrator) if the Claim had been brought in the state or federal court which is closest to your residence.

5. This Arbitration section is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 USC. Sections 1�16, as it may be amended (the "FAA"). 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 award. In conducting the arbitration proceeding, the arbitrator shall not apply the federal or any state rules of civil procedure or rules of evidence. In addition to the parties' rights to exchange information pursuant to the applicable code of procedures, either party may submit a request to the arbitrator with a copy of the request provided to the other party to expand the scope of discovery allowable under the applicable code of procedures. The objecting party may submit objections to the arbitrator with a copy of the objections provided to the requesting party, within fifteen (15) days of the requesting party's notice. The granting or denial of either party's request will be at the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of objecting party's submission. 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 and/or if the amount of the award exceeds $100,000, any party can appeal that award to a three-arbitrator panel administered by the NAF, JAMS, or AAA, as applicable, which shall reconsider de novo any aspect of the initial award requested 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 who will conduct an arbitration pursuant to its code of procedure 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. The costs of such an appeal will be borne by the appealing party regardless of the outcome of the appeal.

6. As used in this Arbitration section, the term "we," "us," or "PrepaidOnline" shall for all purposes mean PrepaidOnline, all of its parent, wholly or majority-owned subsidiaries, affiliates, licensees, predecessors, successors, assigns, and all of their agents, employees, directors, and representatives. In addition, "we," "us," or "PrepaidOnline" shall mean any third party providing any product, service, or benefit in connection with the Program (including all of their agents, employees, directors, and representatives) if, and only if, such third party is named as a codefendant with PrepaidOnline in a Claim asserted by you.

7. This Arbitration section shall survive termination of the Program or your participation in it. If any portion of this Arbitration section is deemed invalid or unenforceable under any law or statute consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration section, these Terms & Conditions, or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity. In the event of a conflict or inconsistency between an arbitration organization's code of procedures and this Arbitration section, this Arbitration section shall govern