Stratocash™ Customer Agreement

GENERAL

Strategic Payments, Inc. ("Stratocash™") provides access to Internet Service Providers and Content Providers ("Providers") by securing accounts on Providers' service(s) for the Subscription Account Owner ("Member"), as defined by the Provider. Access to services is in exchange for payment from the consumer to Strategic Payments using payment options offered on this site ("Stratocash™ Payment Options") The Member is granted access to their Account subject to the Member's compliance with certain terms and conditions spelled out in this Agreement. The terms and conditions governing the Member's access to their Account appear below. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SUBSCRIBING TO ANY Strategic Payments, Inc. SERVICE. BY REQUESTING AN ACCOUNT WITH Strategic Payments AND, THROUGH THEM, ACCESSING A PROVIDER, YOU AGREE TO BE BOUND BY BOTH THIS MEMBER AGREEMENT AND THAT OF THE PROVIDER. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT REQUEST OR ACCESS A PROVIDER USING Strategic Payments, Inc. PAYMENT OPTIONS.

Through advance purchase of pre-paid periods of game or subscription time ("Packages"), you enter into an Agreement with Strategic Payments, Inc. and secure access to your Account. Strategic Payments, Inc. will not provide others with access to your Account, except at Governmental Request in pursuit of a criminal investigation. Strategic Payments, Inc. reserves the right to update each Account's customer contact and billing information as necessary to protect itself or ensure compliance with the requirements of the Provider. You understand that Providers typically have full access to Members' accounts and the ability to govern consumer access to those accounts and in many cases log activity by those accessing said Accounts. Decisions by Providers governing Member's access to accounts is indepent of Strategic Payments, Inc. operations.

AFFILIATION
Strategic Payments IS NOT AFFILIATED WITH THE PROVIDERS TO WHICH IT GRANTS YOU ACCESS. Strategic Payments HAS ESTABLISHED A FORMAL AGREEMENT WITH THE PROVIDER TO MANAGE ACCOUNTS FOR CUSTOMERS PAYING VIA Stratocash™ PAYMENT OPTIONS.

LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL Strategic Payments, Inc., ITS EMPLOYEES OR CONTRACTORS, OR PROVIDERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM YOUR USE OF OR INABILITY TO USE ANY SITE OR SERVICE OR TO ACCESS THE INTERNET OR ANY PART THEREOF, OR YOUR RELIANCE ON OR USE OF INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE SITE OR SERVICE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF ANY FAILURE OF PERFORMANCE.

IF YOU ARE DISSATISFIED WITH Strategic Payments, Inc. OR A PROVIDER YOU ACCESS BY MAKING PAYMENTS TO Strategic Payments, Inc. FOR PACKAGES OF GAME TIME, OR WITH ANY TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES, OR PRACTICES OF Strategic Payments, Inc. IN PROVIDING ACCESS TO A PROVIDER, SITE OR SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE OR SERVICE AND CEASE MAKING PAYMENTS TO Strategic Payments, Inc..

YOUR ACCOUNT
While Strategic Payments (Strategic Payments, Inc.) provides you with the ability to access an Account on a subscription service, you only retain access to that Account by paying Strategic Payments, Inc. in advance for the time you wish to have access to that Account. During this time, you grant Strategic Payments, Inc. the permission to access your account to update the billing information necessary to allow the Content Provider to bill Strategic Payments, Inc. for it. In order to prevent interruption of your access to that Account, you must pre-purchase access to the Account. Pre-purchase constitutes an Agreement between you and Strategic Payments, Inc. for continued access to that Provider for the length of time specified in that Package's description, subject to the terms and conditions contained in this document. Such purchase must be made at least ten (10) days prior to the expiration date of your current Agreement. Failure to renew your agreement on time may result in suspension of your ability to access your Account. Reinstatement of your access to an Account you have failed to renew by the designated date is at the discretion of Strategic Payments. Such reinstatement is also dependent on the Content Provider's ability and willingness to reactivate that Account.

You agree that the information you provide to Strategic Payments shall be correct with respect to name, address, phone number(s), email address, and financial information, if applicable. In the event any of this information changes during your maintenance of an Account with Strategic Payments, Inc., you will notify Strategic Payments by mail or electronic mail ("email") within two weeks. You certify that you are 18 years of age or older. Should you fail to notify Strategic Payments, Inc. of changes to your Name, Address, Phone Number, or Email Address within 14 days of such change, or should you provide false or misleading information, your account may be terminated by Strategic Payments, Inc. and all unused time forfeited.

You agree to be bound by the terms of service or rules of conduct associated with membership on the service offering your Account. Any liability incurred as a result of your actions or your presence on that service shall be yours and yours alone. This agreement does not make you an Agent of Strategic Payments, nor may you represent yourself as such. You agree not to hold Strategic Payments liable for any exposure or event incurred by you during use of your Account.

ACCOUNT RULES
Use of your Account is expressly limited to you. Your Account may not be transferred to any other party, temporarily or permanently, without the express written permission of Strategic Payments, Inc.. You agree to bear sole responsibility for all use of your Account and for the confidentiality of your password. Strategic Payments, Inc. will not disclose your password for any reason except as set forth below in the paragraph entitled "USER CONDUCT."

USER CONDUCT
While using an Account designated for your use by Strategic Payments, Inc., you may not: (i) restrict or inhibit any other user from using and enjoying: A Provider's network or content on their Account, Strategic Payments, Inc. service, and/or the Internet; (ii) transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law, including without limitation the U.S. export control laws; (iii) transmit any information or software which contains a virus or other harmful component; (iv) transmit or in any way exploit any information, software or other material obtained through access to sites or Services made available through Strategic Payments, Inc. for commercial purposes (other than as expressly permitted by the provider of such information, software or other material); (v) transmit or distribute in any way information, software or other material obtained through sites or Services made available through Strategic Payments, Inc. which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.

UNAUTHORIZED PURCHASES
If you make purchases while using your Account, or on the Internet or any site or Service accessed through or as part of your Account, you must use a credit card you own. YOU MAY NOT CHARGE PURCHASES TO YOUR ACCOUNT OR TO THE CREDIT CARD USED TO SECURE YOUR ACCOUNT WITHOUT PRIOR COORDINATION AND WRITTEN APPROVAL FROM Strategic Payments. FAILURE TO MAKE THIS PRIOR COORDINATION AND RECEIVE WRITTEN APPROVAL WILL CONSTITUTE THEFT AND IS PUNISHABLE BY LAW, AND AS SUCH WILL INSTANTLY TERMINATE YOUR ACCESS TO THE ACCOUNT DESIGNATED FOR YOUR USE. In the event you advertantly or inadvertantly cause a charge to the Account without prior written approval from Strategic Payments, Inc., you agree to pay all charges incurred by Strategic Payments as a result of that transaction, as well as an unauthorized-transaction penalty of $10.00 US or 10% of the total charge amount for that and each transaction, whichever is greater. You also will be responsible for paying any applicable taxes relating to purchases on the Internet. Strategic Payments, Inc. will take reasonable precautions to ensure you are unable to do this inadvertently.

You are forbidden to voluntarily incur charges outside of a Provider's basic subscription charges for any service or merchandise which will be placed against the credit card used to secure your the Account. You are forbidden to add additional items or services to the Account which would affect the monthly charge levied against that Account by a Provider. This includes the usage of certain special features or premium services which may be subject to charges above and beyond the normal subscription rate. It is your responsibility to ensure that any configuration changes you make to your Account do not affect the subscription rate levied against that Account by a Provider. ANY SUCH CHANGE BY YOU CONSTITUTES VIOLATION OF THIS AGREEMENT, AND MAY RESULT IN TERMINATION OF YOUR ACCESS TO THE ACCOUNT AND FORFEITURE OF ANY TIME REMAINING IN THE PURCHASED PACKAGE IN ADDITION TO THE ABOVE MENTIONED PENALTIES.

USE OF THE INTERNET
You understand that, except for information, products or services clearly identified as being supplied by Strategic Payments, neither Strategic Payments, Inc. nor any of the Provider services Strategic Payments, Inc. accepts payments for controls any information, products or services on the Internet in any way and that, except for such Strategic Payments, Inc.-identified information, products or services, all merchandise, information and services offered or made available or accessible through the Internet are offered or made available or accessible by third parties who are not affiliated with Strategic Payments, Inc.. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF Strategic Payments, Inc. AND THE PROVIDERS ACCESSED THROUGH YOUR ACCOUNT, AND THE INTERNET. Strategic Payments, Inc. DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH PROVIDERS ACCESSED USING AN Strategic Payments, Inc. ACCOUNT, OR SERVICES OR ON THE INTERNET, AND THEY SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES AND OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL MERCHANDISE, PROVIDED THROUGH Strategic Payments, Inc., PROVIDERS OR ON THE INTERNET. YOU UNDERSTAND FURTHER THAT THE INTERNET CONTAINS UNEDITED MATERIALS, SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOU ACCESS SUCH MATERIALS AT YOUR OWN RISK. Strategic Payments, Inc. HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS OR YOUR EXPOSURE TO SUCH MATERIALS.

NO SERVICE WARRANTIES
ACCESS TO AN ACCOUNT AND ASSOCIATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY Strategic Payments, Inc., ITS EMPLOYEES, OR CONTRACTORS, OR PROVIDERS, OR THEIR RESPECTIVE EMPLOYEES, SHALL CREATE A WARRANTY. NEITHER Strategic Payments, Inc. NOR PROVIDERS WARRANTS THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE ON THE SITE OR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

BILLING
Strategic Payments reserves the right to change its rates and prices at any time without warning.

If you opt to use a payment method offered by Strategic Payments where delivery of the payment consitutes a "promise to pay" (such as is the case with a payment by check or "Virtual Check," or an order to direct debit your checking or savings account, or a payment made via a transaction service allowing payment reversal), and your promised payment does not clear or is uncollectible, or you reverse your payment, your access to Account(s) on Providers' services may be suspended immediately. All such actions shall result in a $25 reactivation fee and your Account will remain inaccessible until said fee and all associated bad debts are paid to Strategic Payments, Inc.. Reactivation fees are levied per instance of un-cleared, non-sufficient funds (NSF), stopped, charged-back, or reversed payment. You agree you will also pay this reactivation fee should you submit false or incorrect checking or savings account information resulting in Strategic Payments, Inc. being charged a bank fee for submitting a direct debit that is not honored by your bank. Any charge levied by a bank against your or another bank account as a result of your submitting incorrect, invalid, or fraudulent bank information is your responsibilty to pay and Strategic Payments, Inc. shall not be held liable for such charges.

You will be liable for all attorney and collection fees arising from efforts to collect any unpaid balance on your account(s). If your usage fees for the site or Service are billed to your credit card or your bank checking account and Strategic Payments, Inc. is informed by the issuing bank that your account information is invalid or no longer active, your account on a Provider's service may be deactivated immediately. In order to prevent any such deactivation or to reactivate your account, you must contact Strategic Payments, Inc. at customerservice@stratocash.com and provide valid information.

You can obtain current rates for Strategic Payments, Inc. Packages by visiting the Strategic Payments World Wide Web Site at http://www.Stratocash.com or by following links to other pages within the Stratocash.com domain. If you are dissatisfied with any changes, you may discontinue the Service at any time by notifying Strategic Payments, Inc. at customerservice@stratocash.com. Strategic Payments, Inc. may discontinue the Service and access to Accounts at any time.

In the event your access to an Account is terminated by the associated Provider as a result of your actions, you immediately forfeit all time remaining on your access to that Account between the time of said termination and the expiration date of the current Package or Agreement. You may request a refund of the pro-rated purchase price, however Strategic Payments, Inc. is under no obligation to refund the unused amount. If Strategic Payments, Inc. elects to refund the pro-rated amount, that refund may have early termination or other reasonable fees subtracted from it. Setup fees are never refundable.

You may reqest early termination of your access to an Account. You agree to contact Strategic Payments by emailing or writing Strategic Payments, Inc. at least 10 days prior to the date on which you request the early termination of your access to be effective. You will be liable for any charges levied by the Provider, including any monthly fees incurred by this Account for the billing period in effect at the time of your early termination. LACK OF USE OF THE ACCOUNT DOES NOT CONSTITUTE TERMINATION NOR WAIVE YOUR LIABILITY FOR CHARGES INCURRED AS A RESULT OF THE CONTINUED EXISTENCE OR ACTIVE STATUS OF THE ACCOUNT. You may request a pro-rated refund of the purchase price of the package you purchased from Strategic Payments, Inc.. The pro-rated amount will be an amount determined by the number of unused days remaining in your current Agreement with Strategic Payments, Inc., divided by the total number of days spanned by the packaged plan you are using, minus a $20 non-refundable setup and administration fee.

You are responsible for any and all connection charges relating to access of the Account designated for your use and any and all charges incurred while accessing your Account.

Strategic Payments reserves the right to charge additional finance fees for late payment at the highest rates permitted by law.

In the event a Provider changes its pricing, pricing plan, or introduces new pricing options, Strategic Payments reserves the right to either immediately terminate all Accounts and refund the pro-rated unused value for each Account upon request, or continue billing at prices reflecting the Provider's new charges for Accounts, plus a reasonable Strategic Payments, Inc. service fee. Should Strategic Payments, Inc. continue to offer access to that Provider, customers will have the opportunity to use the pro-rated balance remaining on their previous agreement with Strategic Payments, Inc. toward the purchase of their next package.

FAILURE TO COMPLY
For Failure to Comply With Terms and Conditions, Strategic Payments, Inc. may suspend your access to and/or terminate your Account immediately and without notice. This termination may be immediate if you engage in any conduct or activities that Strategic Payments, Inc., in its sole discretion, believes are for any improper or illegal purpose or a purpose that, in Strategic Payments, Inc.'s sole discretion, otherwise may compromise the integrity of Strategic Payments, Inc., an Account, a Provider, or the Internet, or if you otherwise violate any of the terms and conditions of this Agreement. If Strategic Payments, Inc. terminates your Account or denies you access to any site or service for Failure To Comply, you shall have no right (1) to access through Strategic Payments, Inc. or any account secured by Strategic Payments, Inc. assets or properties any materials stored on the Internet, (2) to obtain any credit(s) otherwise due to you from Strategic Payments, Inc., and such credit(s) will be forfeited, (3) to access Providers' services, merchandise or information on the Internet through Strategic Payments, Inc. or an Account owned by Strategic Payments, Inc., and Strategic Payments, Inc. shall have no responsibility to notify any such third parties nor any responsibility for any consequences resulting from lack of notification. If your access to a site or Service is terminated by Strategic Payments, Inc. for conduct or activities described in this paragraph, you agree that you will not thereafter attempt to register for an Account or a similar site or Service from Strategic Payments, Inc.. Strategic Payments, Inc. also may collect from you any and all costs it incurs arising out of your engagement in any prohibited activity. Strategic Payments, Inc. may make its actions taken under this section publicly known, and you hereby release Strategic Payments, Inc. from all claims associated with any such public announcements. Nothing contained in this section shall be construed to limit Strategic Payments, Inc.'s rights and remedies, and Strategic Payments, Inc. hereby reserves all such rights and remedies which may be available to it at law or in equity. You agree to defend, indemnify and hold Strategic Payments, Inc. and its affiliates harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees, related to any violation of this Agreement by you or users of your account, or in connection with the use of Strategic Payments, Inc. sites, Services or the Internet or the placement or transmission of any message, information, software or other materials on the Internet by you or authorized users of your Account.

MODIFICATIONS TO THESE TERMS AND CONDITIONS
Strategic Payments, Inc. may modify this Agreement, the prices, specifications and features of the Service and these Terms and Conditions governing access to Accounts at any time without specific notice to you and without your agreement. Strategic Payments, Inc. will endeavor to publicize any such modification. Your continued use of your Account, the site or Service following such modification shall be deemed to be your acceptance of any modification. If you do not agree to any modification of this Agreement, you must immediately stop accessing or using your Account, and any Strategic Payments, Inc. site or Services.

MISCELLANEOUS
Strategic Payments will not sell nor disclose any information about you or your account to any third party commercial entities.

IF ANY PROVIDER PROVIDES YOU WITH SOFTWARE TO USE WITH THEIR SITE OR SERVICE, YOUR USE OF THE SOFTWARE IS SUBJECT TO YOUR COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE APPLICABLE SOFTWARE LICENSE(S), INCLUDING ANY DISCLAIMERS. Copies of the applicable software license(s) are packaged with the software and/or appears as one or more pop-up screens during the process of loading the software.

Strategic Payments, Inc. has no obligation to monitor the Internet or online sites or Services accessed through an Strategic Payments, Inc.-secured Account. However, you agree that Strategic Payments, Inc. and Providers have the right to monitor their sites and Services electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate its sites and Services properly, or to protect itself or its subscribers. Strategic Payments, Inc. will not intentionally monitor or disclose any private electronic-mail message unless required by law. You understand that Strategic Payments, Inc. cannot be held liable for any content one might gain access to or be exposed to, or harm that might result while accessing an Account.

In the event that any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of Strategic Payments, Inc. and the remainder of the provisions shall remain in full force and effect. Strategic Payments, Inc.'s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practices shall act to modify any provision of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the Virginia, without regard to its conflicts of law provisions. Any cause of action you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. This Agreement constitutes the entire agreement between you and Strategic Payments, Inc. with respect to the Service or use of any Account designated for your use.