Terms and Conditions of the Jewelry Television Preferred
Account

Jewelry Television Preferred Account credit card is offered by Comenity Capital Bank, Salt
Lake City, Utah ("the Lender"). IF YOU DO NOT HAVE A JEWELRY TELEVISION
PREFERRED ACCOUNT, by using a Jewelry Television Preferred Account to complete this
purchase, you apply for credit and you agree that you have read the Terms and Conditions,
including its Agreement to Arbitrate; you authorize the Lender to review your credit report
and you understand that this account is subject to interest and Late Fees and is governed by
Federal law and the law of the state of Utah. You authorize the Merchant to share your
personal information, including email address, with the Lender, and authorize the Lender to
use that information for all lawful purposes in connection with the Account. IF YOU
ALREADY HAVE A JEWELRY TELEVISION PREFERRED ACCOUNT, you may be asked
to provide information (such as your date of birth and last four digits of your social security
number), each time you use the Account. This information is used solely for verification
purposes.

The Terms and Conditions of the Jewelry Television Preferred Account include the following:

Important Disclosures

E-Sign Consent

Account Agreement, including Agreement to Arbitrate

Privacy Policy

Jewelry Television Preferred Account Important Disclosures

The information that follows includes important information about the cost of credit
and the interest rates that apply to your Account.

Interest Rate and Interest Charges

Annual Percentage Rate
(APR) for Standard,
Promotional and Financed
Equal Payment Purchases

Paying Interest

25.99%*

Your due date is at least 25 days after the close of each
billing cycle. We will not charge any interest on Standard
or Promotional Purchases (excluding Promotional
Purchases subject to a Deferred Interest option) if you pay
the entire balance by the due date each month. We will
charge interest on a Deferred Interest Purchase from its
transaction date, unless you pay the Deferred Interest
balance in full by its expiration date, which will be at least
6 months after the transaction date. We will begin
charging interest on Financed Equal Payment Purchases
on the transaction date.

Minimum Interest Charge

If you are charged interest, the charge will be no less than
$2.00.

For Credit Card Tips from
the Consumer Financial
Protection Bureau

To learn more about factors to consider when applying for
or using a credit card, visit the website of the Consumer
Financial Protection Bureau at
http://www.consumerfinance.gov/learnmore.

Fees

Annual Fees

Penalty Fees

None

• Late Payment Fee

If the minimum payment due is:

The late fee is:

less than $25

$25 or greater

Up to $5.00

Up to $35.00

• Return Check Fee

Up to $25.00

• Over Limit Fee

None

How Lender Will Calculate the Balance: Lender uses a method called "average daily
balance (including new Purchases)." See the Account Agreement for more details.

Billing Rights: Information on Borrower's rights to dispute transactions and how to exercise
those rights is provided in the Account Agreement.

*From time to time Lender may offer Standard Purchases or Promotional Purchases
with a lower rate that may apply for a limited time.

Amendment of the Terms and Conditions. Lender may amend the Account Agreement,
including any of the terms stated above, from time to time, in accordance with the paragraph
of the Account 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 you: When you open an account,
Lender will obtain your name, address, date of birth, and other information that will allow
Lender to identify you. Lender may verify this information with you or others. Lender may
also request to see your driver's license or other identifying documents.

APPROVAL AND CREDIT LIMIT TERMS: If you are under 21 years of age, we may require
that you provide us additional information in compliance with the Credit CARD Act of 2009.

All accounts, including New York Residents: You agree to give Lender permission to
obtain a credit report from a consumer credit reporting agency in connection with this
application, any transaction, or extension of credit, and on an ongoing basis, for the purpose
of performing a routine and occasional verification of credit on your Account, adjusting the
credit limit on your Account, taking collection action on your Account, or for any other
legitimate purposes associated with your Account. Upon your request, you will be informed
of whether or not a consumer credit report was ordered, and if it was, you will be given the
name and address of the consumer reporting agency that furnished the report. New York
residents may contact the New York State Department of Financial Services at 877-226-
5697 or at 1 State Street, New York, NY 10004 to obtain a comparative listing of credit card
rates, fees and grace periods.

Wisconsin Residents: If you are married, by submitting your credit card application you are
confirming that this credit card obligation is being incurred in the interest of your marriage
and your family. No provision of any marital property agreement (pre-marital agreement),
unilateral statement under 766.59 of the Wisconsin Statutes, or a court decree under 766.70
adversely affects the interest of the creditor unless the creditor, prior to the time the credit is
granted, is furnished a copy of the agreement, statement or decrees or has actual knowledge
of the adverse provision. If the credit card for which you are applying is granted, you will
notify Lender if you have a spouse who needs to receive notification that credit has been

 
 
 
 
extended to you.

All accounts, including California and Utah Residents: As required by law, you are
hereby notified that a negative credit report reflecting on your credit record may be submitted
to a credit reporting agency if you fail to fulfill the terms of your credit obligations.

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.

Borrower may be liable for unauthorized use of the credit card. If the card is lost,
stolen or if Borrower thinks someone may have used it without permission, Borrower
must notify Lender in accordance with the Account Agreement. You will not be liable
for any unauthorized use that occurs after you notify us. You may, however, be liable
for unauthorized use that occurs before your notice to us. In any case, your liability
will not exceed $50.

Jewelry Television Preferred Account 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 you with certain disclosures required by law. The Lender can provide these
disclosures to you online only if you consent. You should choose another payment
option if you do not consent.

1. DEFINITIONS. In this Jewelry Television Preferred Account E-Sign Consent, the following
definitions apply:

"You" and "your" mean the person who is asking to use a Jewelry Television Preferred
Account to make a purchase.

"We", "us" and "Lender" mean the Lender and, following an assignment, any person,
company or bank to whom the rights of the Lender have been assigned.

"Jewelry Television Preferred Account" is the payment program, which allows you to pay for
purchases from Jewelry Television by charging the costs to your Jewelry Television Preferred
Account.

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

We can provide disclosures required by law and other information about your legal
rights and duties to you electronically.

Your electronic signature on agreements and documents has the same effect as if you
signed them in ink.

We can send all important communications, billing statements and disclosures
(collectively defined as "Disclosures") to you electronically via our website or to the
email address that you have provided to Jewelry Television in this transaction or to
another email address that you provide to us for that purpose rather than in paper
form.

We will alert you when the Disclosures are available, by sending you an electronic
communication.

Our email will tell you how you can view the Disclosures.

We will make the Disclosures available to you for not less than 90 days from the later
of: the date it first became available to you or the date we sent you the email to alert
you that it was available.

You will be able to print a copy of the Disclosure or download the information for your
records.

This consent applies to this transaction, to all future Disclosures on this Account, to all
future transactions in which you use the Jewelry Television Preferred Account or with
us, at any time, and to other Disclosures that we provide to you by email, unless you
have, prior to such transaction, withdrawn your consent by the procedure mentioned
below.

The disclosures and information you will receive in this online session are:

Jewelry Television Preferred Account Important Disclosures

This Jewelry Television Preferred Account E-Sign Consent

Jewelry Television Preferred Account Agreement, including Agreement to Arbitrate

Privacy Policies

3. WHAT YOU WILL NEED. You understand that in order to access and retain the electronic
Disclosures, you will need the following:

A computer with an Internet connection.
A current web browser that includes 128-bit encryption. (Minimum recommended
browser standards are Microsoft Internet Explorer version 6.0 and above, Firefox
version 1.5 and above, or Safari 2.0 and above.) The browser must have cookies
enabled.

A valid email address.

Sufficient storage space to save past Disclosures OR an installed printer to print them.

If you use a spam filter that blocks or re-routes emails from senders not listed in your
email address book, you must add customercare@jtv.mypreferredaccount.com to your
email address book.

4. REQUESTING PAPER DOCUMENTS AND WITHDRAWING CONSENT. You understand
that you may request paper copies of the Disclosures within 180 days of the date of the
Disclosure, and that we will provide them to you by mail at no charge. You understand that
you have the right to receive these Disclosures in paper form and that you may withdraw
your consent to receive electronic Disclosures at any time, without any cost or fee. You can
withdraw your consent by logging in to www.jtv.mypreferredaccount.com and going to
"Manage Account." You can also request paper copies and/or withdraw consent by
contacting us at:

Jewelry Television Preferred Account 
P.O. Box 5138
Timonium, MD 21094

5. UPDATING EMAIL ADDRESS. At any time, you can update the email address to which
we will send alerts that your Disclosures are available. You can change your email
preferences by logging in to www.jtv.mypreferredaccount.com and going to "Manage
Account." You can also do this by contacting us at:

Jewelry Television Preferred Account
P.O. Box 5138

Timonium, MD 21094

6. LEGAL EFFECT. By consenting, you agree that electronic Disclosures have the same
meaning and effect as if we provided paper Disclosures to you as we are required to do so.
When we send you an email alerting you that the Disclosures are available electronically and
make it available online, that shall have the same meaning and effect as if we provided
paper Disclosures to you, whether or not you choose to view the Disclosure, unless you had
previously withdrawn your consent to receive Disclosures electronically.

7. GENERAL. You understand and agree that we reserve the right to cancel this electronic
Disclosure service, change the terms of use of this service or send Disclosures in paper form
at any time. You understand and agree that we are responsible for sending notice of the
Disclosures to you at the email address you have provided, but are not responsible for any
delay or failure in your receipt of the email notices.

Jewelry Television Preferred Account Agreement

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. THIS AGREEMENT REQUIRES THE USE
OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN
JURY TRIALS OR CLASS ACTIONS, AND LIMITS THE REMEDIES AVAILABLE TO YOU
IN THE EVENT OF A DISPUTE.

This Agreement sets forth the Terms and Conditions of the Jewelry Television Preferred
Account credit card (the "Account") and the extension of credit made by Comenity Capital
Bank, Salt Lake City, Utah (the "Lender").

Please read this Agreement and keep a copy.

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

"Agreement" means the Important Disclosures, Account Agreement, and any amendment or
addendum to this Agreement.

"Merchant" means Jewelry Television.

"Purchases" are extensions of credit made on the Account to the Borrower, when the
Borrower uses the Account to pay for a purchase from the Merchant.

a. Parties to this Agreement.

"You", "your" and "Borrower" mean the person who applied for this Account and agrees to
this Agreement.

"We", "us" and "Lender" mean Comenity Capital Bank, and, following an assignment, any
person, company or bank to which the rights of the Lender have been assigned.

b. Other Parties.

"Bill Me Later, Inc.," located in Timonium, Maryland, developed PayPal Credit and provides
services for the Lender, such as processing transactions, keeping records, sending billing
statements and providing customer service. Bill Me Later, Inc. is also the company to which
you will pay any amounts owed on your Account, and as a result, Bill Me Later, Inc. performs
any and all collection activities relating to your Account.

c. Parts of the Account.

(i) Revolving Parts.

"Standard Purchases" are subject to the standard repayment terms, Grace Period and
Annual Percentage Rate of the Account.

"Promotional Purchases" may be subject to special, promotional repayment terms and/or
Annual Percentage Rates 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.

"Deferred Interest Purchases" are Promotional Purchases on which no interest will be
charged if they are paid in full within the deferred interest period. Interest will be charged
from the purchase date if the Purchase balance is not paid in full within the deferred interest
period. The deferred interest period may be 6 months or more as disclosed when the
transaction is made.

"No payments for 6 months Purchases" are Deferred Interest Purchases on which no
payments will be due during a 6 month deferred interest period.

"No interest if paid in full Purchases" are Deferred Interest Purchases on which payments will
be due during the deferred interest period.

(ii) Equal Payment Parts.

"Equal Payment Purchases" are extensions of credit from the Equal Payment part of the
account that will be repaid in equal monthly payments called "Monthly Plan Payments."

"Interest-free Equal Payment Purchases" will not be subject to interest imposed by the
Lender, if Borrower pays the balance in full by the End Date.

"Financed Equal Payment Purchases" will be subject to interest imposed by the Lender.

d. Other Definitions used in this Agreement.

"Billing Cycle" means the time between the dates on which we 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. We may change the day the Billing Cycle ends, at our option. The Billing
Cycle may end on any day that we or you terminate the Account and you pay the balance in
full.

"Cost" means the price of any item you purchase from the Merchant using the Account, plus
any fee or charge you agree to pay the Merchant, the cost of shipping and taxes, less any
applicable discount or credit offered by the Merchant.

"Credit Card" means the Jewelry Television Preferred Account credit card provided to you for
this Account.

"Credit Limit" means the maximum amount of credit that Lender has approved for this
Account. When Borrower opens this Account, Lender will establish the Credit Limit. Lender
may increase the Credit Limit at any time; Lender may decrease the Credit Limit at any time,
but will notify Borrower immediately and tell Borrower the reasons. The total of all balances
of the Account (including unpaid transactions posted to the Account, unpaid and unexpired
authorized transactions, transactions which are the subject of a billing dispute, and all
interest and fees) may not exceed the approved Credit Limit.

"End Date" is the Payment Due Date of the final Monthly Plan Payment on an Equal
Payment Purchase.

"Expiration Date" for a Deferred Interest Purchase is the date on which the deferred interest
period ends.

"Grace Period" means the period within which you may repay a Purchase without incurring
any interest on that Purchase. The Grace Period applies only to Standard Purchases and
Promotional Purchases which are not Deferred Interest Purchases.

"Payment Due Date" means the date which will appear each month as the "Payment Due
Date" on the billing statement.

"Termination" means that you will no longer be able to obtain 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 card
account. You will request a Purchase on this Account by choosing the Jewelry Television
Preferred Account payment option when you make a purchase from the Merchant. Each
purchase will be added to the balance of the Standard Purchases part of the Account, unless
it is subject to special terms for a Promotional Purchase or an Equal Payment Purchase. We
will charge interest 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
"Interest Rate and Interest Charges." You will only have the right to use some parts of the
Account from time to time, when we make a special offer. The rate of interest may be
different for different parts of the Account. We may make changes in this Agreement as
explained in the paragraph called "Amendment of this Agreement."

3. HOW YOU CAN USE THIS ACCOUNT. The Merchant may allow you to charge the
purchase to your Account if you provide the Merchant with proper credentials and certain
information about your Account. You will not have to use the credit card or have it in your
possession to make a purchase. We may refuse to make the extension of credit to you if the
credit would cause the balances of the Account to exceed the Credit Limit.

a. Standard and Promotional Purchases. You can make Purchases on this Account by
choosing the Jewelry Television Preferred Account when you make a purchase from a
Merchant at an authorized location. We will extend credit to you, in the amount of the Cost of
the Purchase, by paying the Merchant on your behalf. We will extend credit subject to the
Standard Purchase terms, unless special terms are in effect at the time of the Purchase or
are offered by the Merchant.

b. Equal Payment Purchase. We may offer you the option to make some purchases as
Equal Payment Purchases. We may offer this as the only method you can use to make a
Purchase, or as an option to the Standard Purchase method. Equal Payment Purchases will
be subject to the Financed Equal Payment Purchase terms, unless otherwise agreed.

4. OTHER AGREEMENTS ABOUT MAKING PURCHASES.

a. Credit Limit. We will establish a Credit Limit for the Account, which is the maximum
amount that can be outstanding at any time. However, we have the option to refuse your
request for any Purchase; we will notify you of the reasons for any refusal, if required by law.
From time to time, we may review your Account to ensure that payments and transactions
posting to your Account are valid and not fraudulent and that good funds are collected for
payments. In doing so, we may temporarily limit your ability to utilize the total credit available
to borrow until the Account review is completed and/or transactions and payments are
confirmed to be valid and fully collected.

b. We may charge your Account for Purchases. You authorize us to charge this Account
for the Cost of any purchase you, or anyone to whom you have given permission to use this
Account, make from the Merchant using this Account. You understand that the amount that
we actually pay to the Merchant may be less than the Cost, because the Merchant may

agree that we or a third party may retain a portion of the Cost.

c. We may charge your Account for Interest and Fees. You authorize us to charge this
Account for interest, any fees, costs of collection, and amounts that you agree in this
Agreement to pay.

5. YOUR PERSONAL INFORMATION. Each time you use this Account, you authorize the
Merchant to share your personal information with us to the extent necessary for us to
complete the transaction, including paying the Merchant on your behalf, charging your
Account for the Costs of the Purchase, sending you a billing statement, and for all other
lawful purposes in connection with this Account. You authorize the Merchant to share your
email address with us. You consent to our sending you emails for any lawful purpose in
connection with this Account, including commercial emails for marketing financial products
and services. You may withdraw your consent to us sending you commercial emails, at any
time, by changing your email preferences at www.jtv.mypreferredaccount.com or by
"unsubscribing" when we send you an email.

6. PROMISE TO PAY. Borrower promises to pay to us the balance on this Account, including
all Purchases and other amounts Borrower has authorized us to charge to this Account.
Borrower promises to pay these amounts as agreed in this Agreement, including your
promise to make the Minimum Payment Due each month on or before the Payment Due
Date. Borrower also promises to pay us any amount by which the balance of the Account
exceeds the authorized Credit Limit.

7. BORROWER ALSO PROMISES:

a. To pay for all Purchases made by you and by someone you authorized to use this
Account. We (and any person who may decide whether you are liable for amounts charged
to this Account) may presume that you have authorized any Purchase made in your name
using this Account, if the purchase is delivered in your name to your address, unless you
return the Purchase to the Merchant within a reasonable period of time.

b. To give us personal financial information about you that we may reasonably request, from
time to time.

c. To pay all costs of collection if we take any action to collect this Account or take any action
in a bankruptcy proceeding filed by or against you, if we 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 us 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, electronic funds transfer or ACH in U.S.
Dollars, drawn on funds on deposit with a U.S. financial institution or a U.S. branch of a
foreign financial institution, in a form that will be processed and honored by our financial
institution, in accordance with the reasonable requirements set forth on the billing statement,
and to make each payment so that we receive it at the remittance address disclosed on the
billing statement. If you make a non-conforming payment, we may refuse to accept the
payment. A non-conforming payment, if accepted by us, will be credited to your Account not
more than 5 days after the date we receive it, unless otherwise required by law. A non-
conforming payment includes, among other things, a payment that is not made in
accordance with this paragraph and with the reasonable requirements set forth on the billing
statement, oversized and undersized instruments, instruments using non-standard materials,
instruments in a non-standard format, and any non-standard instrument that requires special
handling.

g. That when you make a payment on this Account by check, you authorize us to use
information from your check to make a one-time electronic fund transfer from your Account.
In certain circumstances, such as for technical or processing reasons, we may process your
payment as a check transaction. When we use information from your check to make an
electronic fund transfer, funds may be withdrawn from your Account as soon as the same
day we receive your payment, and you understand that you will not receive your check back
from your financial institution. You have the right to withdraw this authorization at any time by
informing us that you do not want us to use the information from your checks to make an
electronic fund transfer; to do so, you must contact us in writing at Electronic Check Opt Out,
P.O. Box 4415, Timonium, MD 21094 and provide us with your name, Jewelry Television
Preferred Account number and the name of the financial institution and account number from
which your checks are drawn.

h. To promptly notify us if you change your name, your mailing address, your e-mail address
or your telephone number.

i. That you will not accept this Account unless you are of legal age in the state where you
reside and are a resident of the U.S.A.

j. To sign the back of the Credit Card (if one is provided) at the place for the signature above
the words "Authorized Signature." You agree that your signing the Credit Card is not a
condition to your promises under this Agreement.

k. To notify us immediately if the Credit Card is lost, stolen or possibly used without your
permission.

l. To pay for any unauthorized purchases made with the Credit Card before you notify us that
the Credit Card was lost, stolen or possibly used without your permission. Your liability for
unauthorized purchases is the least of (1) $50.00, (2) the total of unauthorized purchases
made before you notify us, and (3) the amount for which you are liable under applicable law.
You may give us notice by telephone or in writing in accordance with the section of this
Agreement called "Notices and Customer Service."

m. If you are dissatisfied with goods or services you purchased from a Merchant, you will try
in good faith to resolve the dispute and correct the problem directly with the Merchant. You
agree to allow a reasonable period of time for the Merchant to resolve the dispute. This shall
in no way limit or reduce your rights in case of a billing error.

n. To use the Account for personal, family or household purposes only.

o. To honor any other promises that you make in this Agreement.

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

9. INTEREST RATE AND INTEREST CHARGES. Except during the term of an Interest-free
Equal Payment Purchase prior to the End Date, Borrower agrees to pay interest on the
outstanding balance of each part of this Account, including billed interest and billed fees, at
all times that this Account is in effect, including any period after Termination in which there
remains an outstanding balance. The interest will be calculated for each part of the Account
separately, in the following way:

a. Parts of the Account. For the purposes of assessing interest, 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 Interest terms, will be different parts of the Account.

Deferred Interest Purchases. From time to time, we may offer Promotional
Purchases with a Deferred Interest option. All purchases subject to the same rate,
Deferred Interest terms and Expiration Date will be a single part; at our option, we may
consider any Deferred Interest Purchase to be a separate part. If you pay the balance
on the Deferred Interest part (which is called the "Deferred Interest Balance") in full by
the Expiration Date, we will not charge any interest for that part. We will calculate the
interest for each Billing Cycle prior to the Expiration Date and disclose it on the Billing
Statement as the Accrued Deferred interest. If you do not pay the balance on a
Deferred Interest part of the Account before the Expiration Date, we may charge your
Account, in the Billing Cycle in which the Expiration Date occurs, interest on
Promotional Purchase from the date of such Promotional Purchase (each "Transaction
Date").

End of Promotional Terms. If a part is subject to a special promotional rate or
Deferred Interest term which ends as of a certain date ("Expiration Date"), you
authorize us to move, on or after that date, the balance remaining in that part to the
Standard Purchases part of the Account, and it will be subject to the repayment and
interest terms for Standard Purchases.

(iii) Equal Payment Purchases. Each Equal Payment Purchase will be a part. If there is a
balance owing on an Interest-free Equal Payment Purchase after the End Date, you
authorize us to move, on or after the End Date, that balance to the Standard Purchases part
of the Account, and it will be subject to the repayment and interest terms for Standard
Purchases.

b. When the Interest begins. The interest begins to accrue on the transaction date, except
(i) interest does not accrue on any portion of a Purchase that you repay during the Grace
Period for the Purchase, if a Grace Period is applicable to the Purchase; (ii) interest will not
be assessed if the conditions in the following paragraph are met, and (iii) interest does not
accrue prior to the End Date on an Interest-free Equal Payment Purchase.

c. Assessing Interest. We will not assess interest on Standard or Promotional Purchases
during any Billing Cycle in which your payments and credits on or before the Payment Due
Date reduce the outstanding balance for Standard and Promotional Purchases (excluding
Standard and Promotional Purchases you made during the Billing Cycle, and excluding
Deferred Interest Purchases) to zero or to a credit balance.

d. Grace Period. Only Standard Purchases and Promotional Purchases (other than a
Deferred Interest Purchase) are eligible for a Grace Period. If a Purchase which is eligible for
a Grace Period is made during a Billing Cycle in which no interest was assessed on the
Account because of the preceding paragraph, we will not assess interest on any portion of
the Purchase which you repay on or before the Payment Due Date in the next cycle.

e. How we will determine the balance on which the Interest is computed. We will
compute the interest 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, we will
take the beginning balance for each part each day and add any new Purchases and
adjustments posted that day, including billed Interest and billed Fees; then subtract any
payments and any credits. This gives us the "Daily Balance." Then, we 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. We will treat any Daily
Balance which is a credit balance as zero.

f. How we compute the Interest. We will compute the interest during the Billing Cycle for
each part separately. For each part, we will multiply the Average Daily Balance for the Billing

Cycle by the number of days in the Billing Cycle; then we will multiply the product by the
Daily Periodic Rate in effect for that part during that Billing Cycle. The result is the interest for
that part. We will then add up the interest for all the parts, to get the interest for the Account.

g. Minimum Interest Charge. If the Daily Balance of any part (excluding any balance on a
Deferred Interest Purchase, prior to its Expiration Date, and any Interest-free Equal Payment
Purchase part), on the last day of a Billing Cycle (the Statement Date), is greater than zero,
and if the interest for the Billing Cycle is greater than zero but less than $2.00, we may
assess a Minimum Interest Charge (which will be shown on the billing statement as a fee
called a "Minimum Interest Charge") of $2.00 for the Billing Cycle.

h. Rate of Interest. We will compute the interest on the Standard, Promotional and Financed
Equal Payment Purchases parts using the Daily Periodic Rate of 0.07121%. This
corresponds to the ANNUAL PERCENTAGE RATE of 25.99%. However, if we have
disclosed a special promotional rate at the time we made the special offer, we will compute
the interest on the Promotional Purchases parts using that special promotional rate.

10. FEES. You agree to pay the following Fees, as applicable. You agree that we may
allocate any Fees to the Standard Purchases part of the Account.

a. Penalty Fees.

(i) Late Payment Fee. We will charge you 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 will be the amount of
the missed payment, up to (1) $5 if the Minimum Payment Due is less than $25, or (2) $25 if
the Minimum Payment Due is $25 or more, the first time you are late, and, if your payment is
late again within the next six billing cycles after any prior late payment, up to $35. No Late
Fee will be due if the reason the Payment is late is either:

(A) attributable to a Late Fee assessed on an earlier payment; or

(B) because, after default, the entire balance on this Account is due.

(ii) Return Check Fee. If your payment on this Account is made with a check, including a
draft, order or other instrument that is returned by drawee for "not sufficient funds" in the
account on which the check is written, or for other reasons such as a closed account, we will
charge you a Fee equal to the amount of the required Minimum Payment Due immediately
prior to the date on which the payment is returned, up to $25. We will not charge the service
charge, however, if we redeposit the check and it is paid.

b. Fee for providing a copy of billing statement. Unless we are required by law to provide
you with a copy of a billing statement for a Billing Cycle other than the current Billing Cycle,
you agree to pay us a fee of ten dollars ($10.00) per billing statement if you request a copy.

11. MINIMUM PAYMENT DUE. The Minimum Payment Due 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 Equal Payment Purchase Part plus the
payment due for the revolving parts plus any amounts past due from previous Billing Cycles.

a. Revolving Parts. The current payment due will be the greatest of: (A) $25, or $35.00 if
you failed to pay at least the total Minimum Payment Due by the due date in any one or more
of the prior six (6) billing cycles; or (B) 3% of the sum of the balances on the revolving parts
(excluding any balance on a no payments for 6 months (or 9 months or 12 months, as
applicable) purchase prior to its Expiration Date), on the last day of the Billing Cycle; or (C)
1% of the sum of the balances on the revolving parts (excluding any balance on a no
payments for 6 months (or 9 months or 12 months, as applicable) purchase prior to its
Expiration Date), on the last day of the Billing Cycle plus any interest assessed on the
Account in that billing cycle (excluding any accrued interest on a Deferred Interest Purchase

that has been billed in that billing cycle), plus any Late Fees and Other Fees assessed on
the Account in that billing cycle. The payment will be rounded down to the next whole dollar.

b. Equal Payment Parts. The Monthly Plan Payment due for each Equal Payment Purchase
which has not reached its End Date and on which a balance is outstanding will be the equal
payment amount you agree to when you make an Equal Payment Purchase. The Monthly
Plan Payments for an Equal Payment Purchase will be calculated so that they are
substantially equal over the term of the Equal Payment Purchase. In no event, however, will
the Monthly Plan Payment due for any Equal Payment 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 interest owing on the End Date.

12. PAYMENT APPLICATION. We will use each payment in the amount of the Minimum
Payment Due or less, first to pay billed Monthly Plan Payments on the Equal Payment
Purchases (in any order we choose), then billed interest, then billed Fees, then the principal
balance of the revolving parts (in any order we choose), and then any other amounts due.
However, if you have a balance on a Deferred Interest Purchase, during the two Billing
Cycles immediately preceding the Expiration Date, we may use the payment first to pay
billed Monthly Plan Payments on any Equal Payment Purchases (in any order we choose)
and then to pay the balance on any Deferred Interest Purchases (in any order we choose).

13. PREPAYMENT. If you pay an amount greater than the Minimum Payment Due in any
Billing Cycle, the amount in excess of the Minimum Payment Due is a "prepayment." A
prepayment does not change your obligation to make the Minimum Payment Due the next
billing cycle. YOU MAY MAKE PREPAYMENTS IN ANY AMOUNT AND MAY PAY THE
ENTIRE BALANCE OR ANY PART OF IT AT ANY TIME PROVIDED THAT YOU PAY AT
LEAST THE MINIMUM PAYMENT DUE IN EACH BILLING CYCLE WHEN IT IS DUE. If
you make a prepayment, we will use the prepayment to pay the balances starting with the
balance with the highest interest rate (in any order we choose), then the balances with the
next highest interest rate (in any order we choose), and so forth. However, if you have a
balance on a Deferred Interest Purchase, and you make a prepayment during the two Billing
Cycles immediately preceding the Expiration Date, we will use the prepayment first to pay
the balance on the Deferred Interest Purchase, starting with the balance subject to the
highest interest rate. We may choose to apply prepayments to the Deferred Interest Balance
before other balances.

14. BILLING STATEMENTS AND CREDIT BALANCES.

a. We will provide you with a billing statement for each Billing Cycle in which:

(i) We impose interest to this Account; or

(ii) The New Balance is more than $1.00 (whether a credit or debit balance).

(iii) You understand that we may provide you with electronic billing statements only and that
you can elect to receive paper statements by logging in to www.jtv.mypreferredaccount.com.

(iv) You agree to notify us in writing of any errors in the billing statement within 60 days from
the date it is provided. You agree to examine the billing statement and to notify us in writing,
immediately, of any Purchases which were not made or authorized by you. We need not
provide a billing statement to you if we deem this Account uncollectible or if delinquency
collection proceedings have been started.

b. If the Account has a credit balance in excess of $1.00, we will refund the credit balance to
you as required by law. You authorize us to make the refund electronically or using an ACH,
(i) if you made the payment which caused the credit balance electronically or using an ACH,
or (ii) if you typically make payments on this Account electronically or using an ACH.

15. DEFAULT. You will be in default if any of the following happen:

a. If you fail to pay any Minimum Payment Due on or before the Payment Due Date.

b. If you fail to keep any promise or perform any duty in this Agreement, or in any other
agreement with us. If default occurs, we may have no duty to make advances from this
Account and this Account will be terminated. This may happen without any prior notice to
you. If we choose, at our sole option, to make new extensions of credit from this Account
after default, you agree that we may charge those extensions of credit to this Account. In
addition, if a default occurs, all amounts which you owe under this Agreement shall be due
and payable immediately, at our option (subject to any applicable law to the contrary). The
other provisions of this Agreement will continue to apply to this Account. If we get a judgment
after default and/or if you are a debtor in an action filed by or against you under the
Bankruptcy Code, unless prohibited by applicable law, the rates of interest applicable to this
Account will continue to apply to the balances on this Account. A default under this
Agreement may be deemed by us to be a default under any other account which you have
with us.

16. TERMINATION OF THE ACCOUNT.

a. In addition to Termination by default, we may terminate this Agreement at any time and for
any reason subject to the requirements of applicable law. For example, we may terminate
because the business relationship with the Merchant may end.

b. You can terminate your Account by sending written notice to the address on the billing
statement.

c. If there is no debit or credit on this Account for twelve (12) consecutive months, we may
terminate this Account without notice to you.

d. After Termination, you will not be able to make new purchases on this Account.
Termination will not affect any purchase which complies with this Agreement and which was
made before the date of the Termination notice. If we choose, at our sole option, to allow
purchases after we have terminated this Account (whether or not you have given us notice to
terminate this Account), you agree that we may charge those purchases to this Account.
After Termination under this paragraph, balances will continue to accrue interest until paid in
full and you agree to pay the balance on this Account, the interest and all other amounts due
in accordance with the terms of this Agreement. All other provisions of this Agreement will
continue to apply.

17. OUR LIABILITY. We have no responsibility for the failure of the Merchant to accept
payment using this Account. Our liability, if liability is provided under applicable law, for a
wrongful failure to extend credit on this Account is limited to your actual damages. Failure to
extend credit for any reason as provided under the terms of this Agreement will not be
wrongful.

18. AMENDMENT OF THIS AGREEMENT. We may amend this Agreement from time to
time, in any respect by giving you written notice where required by law. An amendment may
change something in this Agreement (for example, the rate of interest on any or all the
parts), add something new or take something out. Such amendments will apply to
outstanding balances and new Purchases, except (i) an increase in the APR will apply to
new Purchases made more than 14 days after written notice is mailed, (ii) as otherwise
indicated in the written notice or (iii) as otherwise 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. Our remedies under this Agreement shall be cumulative and

not alternative.

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

21. BOOK ENTRY SYSTEM. You hereby appoint Bill Me Later, Inc. as your agent in
maintaining, and Bill Me Later, Inc. agrees to maintain, a book entry system that records the
identity of the owner of each Purchase on the Account. The right to the principal of, and
stated interest on, each Purchase on the Account may only be transferred through the book
entry system maintained by Bill Me Later, Inc. This section does not affect any of Borrower's
obligations under this Agreement. This section does not limit or waive any of Borrower's
rights, including but not limited to Borrower's Billing Rights.

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

23. COMMUNICATIONS CONCERNING DISPUTED DEBTS. ALL COMMUNICATIONS BY
YOU TO US CONCERNING DISPUTED DEBTS, INCLUDING AN INSTRUMENT
TENDERED AS FULL SATISFACTION OF THE ACCOUNT, MUST BE SENT TO: Jewelry
Television Preferred Account, P.O. Box 5018, Timonium, MD 21094.

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

25. NOTICES AND CUSTOMER SERVICE, COMMUNICATIONS BETWEEN US;
CONSENT TO ELECTRONIC COMMUNICATIONS AND MONITORING AND
RECORDING. You may send written notices, correspondence, inquiries and questions
concerning your Account to us at Jewelry Television Preferred Account, P.O. Box 5138,
Timonium, MD 21094. You may also call our customer service department at 1-888-609-
0794. We may use any means of communication to contact you for any lawful purpose
(including debt collection). Such means of communication may include, but are not limited to,
postal mail, telephone, e-mail, text message or other technology, even if you are charged for
the contact. You are responsible for any charges for contacting you that may be billed to you
by your communications carrier. We may contact you at any address (including any e-mail or
text message address) or telephone number (including any cellular telephone number or
landline number that is later ported to a cellular telephone) that you give us or from which
you call us. We may monitor, tape or electronically record your telephone calls with us,
including any calls with our customer service department, collection department and any
other department. We may contact you using an automatic dialing and/or announcing device
that may play recorded messages. You understand and agree that by providing us with a
cellular telephone number, you consent to receive calls at that number by an automatic
dialing and/or announcing device or recorded messages. No contact from us will be deemed
unsolicited. You may contact our customer service department to ask that we not contact you
by using any one or more particular methods or technologies.

26. GOVERNING LAW, FORUM.
a. Governing Law. This Agreement has been accepted by us in the state of Utah, and all
extensions of credit will be made by us in the state of Utah. Regardless of the state of your

residence or the place where the Merchant is located, you 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, the law of
the state of Utah. Other terms and provisions shall be governed by and construed in
accordance with the law of the state of Utah, without regard to principles of conflicts of law,
except to the extent preempted, superseded, or supplemented by federal law.
b. Forum for Disputes. Except as otherwise agreed by the parties, in the event that the
Agreement to Arbitrate in Section 27 below is found not to apply to you or to a dispute either
as a result of your decision to opt-out of the Agreement to Arbitrate or by court order, you
agree that any claim or dispute you may have against us must be resolved by a court located
in Utah. You agree to submit to the personal jurisdiction of the courts located within Utah for
the purpose of litigating all such claims or disputes.

27. AGREEMENT TO ARBITRATE. Please read this provision carefully. It affects your
rights and will have a substantial impact on how legal claims you and we have against
each other are resolved if you do not opt out of this Agreement to Arbitrate.

a. Summary. Most customer concerns can be resolved quickly and to the customer's
satisfaction by calling us at (866) 528-3733. In the unlikely event that we are unable to
resolve any Claims (as defined below) you may have to your satisfaction (or if we have not
been able to resolve a Claim we have with you after attempting to do so) after following the
procedures set forth in this provision, we and you each agree to resolve those Claims
through binding arbitration or small claims court instead of in courts of general jurisdiction.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator
instead of a judge or jury, allows for more limited discovery than in court, and is subject to
very limited review by courts. Arbitrators can award the same damages and relief on an
individual basis that a court can award to an individual. Any arbitration under this
Agreement to Arbitrate will take place on an individual basis; class arbitrations, class
actions, private attorney general actions, and non-individualized injunctive relief are
not permitted. By agreeing to arbitrate, both parties are waiving the right to a trial by
jury or before a judge. For any non-frivolous Claim with a value of $75,000 or less, we will
pay all of the filing, administration and arbitrator fees charged by the American Arbitration
Association (the "AAA") in connection with the arbitration. Moreover, in arbitration, you are
entitled to recover attorney's fees from us to the same extent as you would be in court.

b. Claims Subject to Arbitration. We and you (including users, custodians, and
beneficiaries of your Account) agree to arbitrate any and all disputes or claims between you
and us ("Claims"), including claims involving Bill Me Later, Inc. and its or the Lender's agents,
employees, officers, directors, predecessors in interest, and successors and assigns. This
Agreement to Arbitrate is intended to be broadly interpreted. Claims include, but are not
limited to:

claims or disputes arising out of or relating to your Account, the Account Agreement,
or any transactions involving your Account or the Account Agreement, whether based
in contract, tort, statute, fraud, misrepresentation, or any other legal theory;

claims or disputes that arose before the effective date of the Account Agreement or
any prior Account Agreement (including, but not limited to, claims relating to
advertising, promotions, or disclosures); and

claims or disputes that may arise after the termination of the Agreement.

The Account Agreement evidences a transaction in interstate commerce, and thus the
Federal Arbitration Act, 9 U.S.C. § 1 et. seq., governs the interpretation and enforcement of
this Agreement to Arbitrate. The Agreement to Arbitrate shall survive the closing of your
Account and/or the termination of the Account Agreement.

c. Notice of Dispute. A party who intends to pursue a Claim must first send to the other a

letter describing the Claim (a "Notice of Dispute"). Any Notice of Dispute sent to the Lender
and/or Bill Me Later, Inc. should be addressed to:

Jewelry Television Preferred Account, c/o Bill Me Later, Inc.
9690 Deereco Road, Suite 110
Timonium, Maryland 21093
ATTN: Legal Department

Any Notice of Dispute sent to you by us shall be sent to the address in the Lender's records
that is associated with your Account at the time the Notice of Dispute is sent. The Notice of
Dispute must (a) describe the nature and basis of the Claim; (b) set forth the specific relief
sought; (c) set forth the name and address of the claimant; and (d) include the Account
number to which the Claim relates. If you and we do not reach an agreement to resolve the
Claim described in the Notice of Dispute within 45 days after the Notice of Dispute is
received, you or we may commence an arbitration proceeding before the American
Arbitration Association ("AAA") or, if the AAA is unavailable, such other arbitration provider to
which the parties agree or the court selects. Neither you nor we shall disclose to the
arbitrator the existence, amount, or terms of any settlement offers made by any party until
after the arbitrator issues a final award resolving the Claim.

A form for initiating arbitration proceedings is available on the AAA's web site at www.adr.org.
If you or we attempt to commence arbitration proceedings before providing the requisite
Notice of Dispute, the AAA shall not commence administration of arbitration proceedings for
at least 45 days after the AAA receives the request to initiate arbitration.

d. Costs of Arbitration. Except as otherwise provided herein, we will pay all of the filing,
administration and arbitrator fees charged by the AAA for any arbitration initiated in
accordance with the notice requirements above. If, however, the arbitrator finds that either
the substance of your Claim or the relief sought in your Claim is frivolous or brought for an
improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure
11(b)), then the payment of all such fees will be governed by the AAA Rules. In such case,
you agree to reimburse us for all monies previously paid by us, which you otherwise would
be obligated to pay under the AAA Rules. In addition, if you or we initiate an arbitration
proceeding in which the value of the relief sought (either to you or to us) is greater than
$75,000, the payment of all AAA filing, administration and arbitrator fees will be governed by
the AAA rules.

After we receive notice that you have commenced arbitration, we will promptly reimburse you
for your payment of the filing fee unless the value of the relief sought is greater than $75,000.
The maximum filing fee to be paid by you is currently $125 for Claims up to $10,000 and
$375 for Claims over $10,000 and up to $75,000. However, these fees are subject to change
at the discretion of the AAA. If you are unable to pay your share of the filing fee, we will pay it
directly to the AAA upon receiving a written request from you at the notice address provided
above.

e. Arbitration Procedures. The arbitration will be governed by the Commercial Dispute
Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes
of the AAA, as modified by this Agreement, and will be administered by the AAA. The AAA
Rules are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by
writing to the notice address provided above.

The arbitrator is bound by the terms of the Account Agreement. All issues are for the
arbitrator to decide, except that issues relating to the arbitrability of Claims or the scope and
enforceability of this Agreement to Arbitrate, including the interpretation of Section 27(f)
below, are for the court to decide. If the value (either to you or us) of the relief sought is
$10,000 or less, we agree that you may choose whether the arbitration will be conducted
solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or
by an in-person hearing as established by the AAA Rules. Otherwise, the right to a hearing

will be determined by the AAA Rules. Any in-person arbitration hearing will take place within
the federal judicial district where the address associated with your Account as identified in
the Lender's records at the time the arbitration is commenced is located or, if that location is
inconvenient to you, at some other location that the parties agree is convenient.

The arbitrator will decide the substance of all Claims in accordance with all applicable law,
including recognized principles of equity and statutes of limitations, and will honor all claims
of privilege recognized by law. Under this Agreement to Arbitrate, arbitrators shall not be
bound by rulings in prior arbitrations involving different customers, but are bound by rulings
in prior arbitrations involving the same customer to the extent required by applicable law.

Unless the parties agree otherwise, you or we, as applicable, must bring all related or similar
Claims in a single arbitration proceeding. If you or we later initiate a subsequent arbitration
asserting Claims that are related or similar to ones that were raised in a prior arbitration
between the same parties, the AAA or the arbitrator shall either: (i) consolidate the
subsequent arbitration with the earlier proceeding if it is ongoing or (ii) dismiss the Claims
raised in the subsequent arbitration that would be barred by applicable law if brought in
court.

Upon the request of either party made prior to the closing of the hearing (or, if there is no oral
hearing, prior to or along with submission of final documents to the AAA), the arbitrator shall
issue a reasoned written decision sufficient to explain the essential findings and conclusions
on which the award, if any, is based. Unless the parties agree otherwise, any award shall be
rendered by the arbitrator not later than 14 days from the date of the closing of the hearing
or, if there is no oral hearing, from the date of the AAA's transmittal of the final statements
and proofs to the arbitrator in accordance with the AAA Rules.

f. Prohibition of Class and Representative Actions and Non-Individualized Relief. The
arbitrator may award declaratory or injunctive relief only in favor of the individual party
seeking relief and only to the extent necessary to provide relief necessitated by that party's
individual Claim; any declaratory or injunctive relief must be individualized in nature and
cannot affect other Account holders. YOU AND WE AGREE THAT EACH MAY BRING
CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND
NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING, OR AS A PRIVATE ATTORNEY GENERAL OR ON
BEHALF OF THE GENERAL PUBLIC. Unless both you and we agree otherwise, the
arbitrator may not consolidate more than one person's claims, and may not otherwise
preside over any form of a representative or class proceeding. If a court decides that any
part of this Agreement to Arbitrate (other than this prohibition of class or representative
actions and/or consolidation) is invalid or unenforceable, the other parts of this Agreement to
Arbitrate shall still apply. However, if a court decides that this paragraph's prohibition of class
or representative actions and/or consolidation is invalid or unenforceable, then the entirety of
this Agreement to Arbitrate shall be null and void.

g. Availability of Small Claims Court and Access to Government Agencies.
Notwithstanding the foregoing, we or you may bring an individual action in small claims court.
This Agreement to Arbitrate does not preclude us or you from bringing issues to the attention
of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against
us on your behalf.

h. Opt-Out Procedure. You can choose to reject this Agreement to Arbitrate ("opt-out") by
mailing us a written opt-out notice. The written opt-out notice must state that you do not
agree to this Agreement to Arbitrate and must be postmarked no later than 30 days after the
date that you agree to the Account Agreement for the first time. The opt-out notice must
include your name, address, and Account number(s) to which the opt-out applies. You must
sign the written opt-out notice for it to be effective. Mail the opt-out notice to:

Jewelry Television Preferred Account

P.O. Box 5187
Timonium, MD 21094
ATTN: Arbitration Opt-Out

This procedure is the only way you can opt-out of the Agreement to Arbitrate. If you opt-out
of the Agreement to Arbitrate, all other parts of the Account Agreement will continue to apply
to your Account. Opting out of this Agreement to Arbitrate has no effect on any previous,
other, or future arbitration agreements that you may have with us.

i. Future Changes to the Agreement to Arbitrate. Notwithstanding any provision in the
Account Agreement to the contrary, you and we agree that if we make any future change to
this Agreement to Arbitrate (other than a change to any notice address, website link, or
telephone number provided herein), that change shall not apply to any Claim of which we
had written notice on the effective date of the change. Moreover, if we seek to terminate the
Agreement to Arbitrate as included in the Account Agreement, any such termination shall not
be effective until at least 30 days after written notice of such termination is provided to you,
and shall not be effective as to Claims which arose prior to the date of termination.

28. SEVERABILITY. Except as otherwise provided herein, 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.

29. 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" mean the Lender. This notice tells you about your rights and our
responsibilities under the Fair Credit Billing Act.

What To Do If You Find A Mistake On Your Statement

If you think there is an error on your statement, write to us at:

Jewelry Television Preferred Account, P.O. Box 5018, Timonium, MD 21094

In your letter, give us the following information:

Account information: Your name and account number.

Dollar amount: The dollar amount of the suspected error.

Description of problem: If you think there is an error on your bill, describe what you
believe is wrong and why you believe it is a mistake.

You must contact us:

Within 60 days after the error appeared on your statement.

At least 3 business days before an automated payment is scheduled, if you want to
stop payment on the amount you think is wrong.

You must notify us of any potential errors in writing. You may call us or email us, but if you do
we are not required to investigate any potential errors and you may have to pay the amount
in question.

What Will Happen After We Receive Your Letter

When we receive your letter, we must do two things:

1. Within 30 days of receiving your letter, we must tell you that we received your letter. We
will also tell you if we have already corrected the error.

2. Within 90 days of receiving your letter, we must either correct the error or explain to you
why we believe the bill is correct.

While we investigate whether or not there has been an error:

We cannot try to collect the amount in question, or report you as delinquent on that
amount.

The charge in question may remain on your statement, and we may continue to
charge you interest on that amount.

While you do not have to pay the amount in question, you are responsible for the
remainder of your balance.

We can apply any unpaid amount against your credit limit.

After we finish our investigation, one of two things will happen:

If we made a mistake: You will not have to pay the amount in question or any interest
or other fees related to that amount.

If we do not believe there was a mistake: You will have to pay the amount in question,
along with applicable interest and fees. We will send you a statement of the amount
you owe and the date payment is due. We may then report you as delinquent if you do
not pay the amount we think you owe.

If you receive our explanation but still believe your bill is wrong, you must write to us within
10 days telling us that you still refuse to pay. If you do so, we cannot report you as delinquent
without also reporting that you are questioning your bill. We must tell you the name of
anyone to whom we reported you as delinquent, and we must let those organizations know
when the matter has been settled between us.

If we do not follow all of the rules above, you do not have to pay the first $50 of the amount
you question even if your bill is correct.

Your Rights If You Are Dissatisfied With Your Credit Card Purchases

If you are dissatisfied with the goods or services that you have purchased with your credit
card, and you have tried in good faith to correct the problem with the merchant, you may
have the right not to pay the remaining amount due on the purchase.

To use this right, all of the following must be true:

1. The purchase must have been made in your home state or within 100 miles of your
current mailing address, and the purchase price must have been more than $50. (Note:
Neither of these are necessary if your purchase was based on an advertisement we mailed
to you, or if we own the company that sold you the goods or services.)

2. You must have used your credit card for the Purchase. Purchases made with cash
advances from an ATM or with a check that accesses your credit card account do not qualify.

3. You must not yet have fully paid for the Purchase.

If all of the criteria above are met and you are still dissatisfied with the purchase, contact us
in writing at:

Jewelry Television Preferred Account, P.O. Box 5018, Timonium, MD 21094

While we investigate, the same rules apply to the disputed amount as discussed above. After
we finish our investigation, we will tell you our decision. At that point, if we think you owe an

amount and you do not pay, we may report you as delinquent.

JTVPATC0714

Comenity Capital Bank Privacy Policy for the Jewelry Television Preferred Account

rev. July 2014

Comenity Capital Bank (referred to as “we”, “us” or “our”), is the Lender offering the Jewelry
Television Preferred Account (the “Preferred Account”). This Privacy Policy describes your
privacy rights regarding our collection, use, storage, sharing and protection of your personal
information. It applies to the www.jtv.mypreferredaccount.com website and all related sites,
applications, services and tools regardless of how you access or use them. You accept this
Privacy Policy when you sign up for, access, or use our products, services, content, features,
technologies or functions offered on our website and all related sites, applications, and
services (collectively “Preferred Account Services”). We may amend this policy at any time
by posting a revised version on our website or sending you a copy. The revised version will
be effective at the time we post it or send it to you.

How we collect information about you

When you visit the www.jtv.mypreferredaccount.com website or use Preferred Account
Services, we collect information sent to us by your computer, mobile phone or other access
device. The information sent to us includes data on the pages you access, your computer IP
address, device identifiers, the type of operating system you’re using, mobile network
information, standard web log data and other information. Web log data includes the browser
type you’re using and traffic to and from our site. When you visit the
www.jtv.mypreferredaccount.com website or use Preferred Account Services, we also collect
information about your transactions and your activities.

In addition, if you open a Preferred Account or use Preferred Account Services, we may
collect the following types of information:

Detailed personal information such as your date of birth or social security number.

Contact information, such as your name, address, phone, email, and other similar
information. Information about you from third parties such as credit bureaus and
identity verification services.

Financial information, such as the full bank account numbers and/or credit card
numbers that you link to your Preferred Account or give us when you use Preferred
Account Services.

You may choose to provide us with access to certain personal information stored by third
parties such as social media sites (e.g., Facebook and Twitter). The information we may
receive varies by site and is controlled by that site. By associating an account managed by a
third party with your Preferred Account and authorizing us to have access to this information,
you agree that we may collect, store and use this information in accordance with this Privacy
Policy.

In order to help protect you from fraud and misuse of your personal information, we may
collect information about your use and interaction with our website or Preferred Account
Services. For example, we may evaluate your computer, mobile phone or other access
device to identify any malicious software or activity.

We may also collect additional information from or about you in other ways, such as through

contact with our customer support team or results when you respond to a survey and from
interactions with certain third parties that we share information with in accordance with this
Privacy Policy.

How we use Cookies

When you access our website or use Preferred Account Services, we (including companies
we work with) may place small data files on your computer or other device. These data files
may be cookies, pixel tags, “Flash cookies,” or other local storage provided by your browser
or associated applications (“Cookies”). We use these technologies to: recognize you as a
customer; customize Preferred Account Services, content, and advertising; measure
promotional effectiveness; help ensure that your account security is not compromised;
mitigate risk and prevent fraud; and to promote trust and safety across our sites and
Preferred Account Services.

We use both session and persistent Cookies. Session Cookies expire and no longer have
any effect when you log out of your account or close your browser. Persistent Cookies
remain on your device until you erase them or they expire.

We encode our Cookies so that we can interpret the information stored in them. You are free
to decline our Cookies if your browser or browser add-on permits, but doing so may interfere
with your use of our website and Preferred Account Services. Refer to the help section of
your browser, browser extensions, or installed applications for instructions on blocking,
deleting, or disabling Cookies.

You may encounter Preferred Account Cookies on websites that we do not control. For
example, if you view a web page created by a third party or use an application developed by
a third party, there may be a Cookie placed by the web page or application. Likewise, these
third parties may place their own Cookies that are not subject to our control and the
Preferred Account Privacy Policy does not cover their use.

How we protect and store personal information

Throughout this policy, we use the term “personal information” to describe information that
can be associated with a specific person and can be used to identify that person. We do not
consider personal information to include information that has been made anonymous so that
it does not identify a specific user.

We store and process your personal information on our computers. We protect your
information using physical, technical, and administrative security measures to reduce the
risks of loss, misuse, unauthorized access, disclosure and alteration. Some of the
safeguards we use are firewalls and data encryption, physical access controls to our data
centers, and information access authorization controls. However, no method of transmission
over the Internet, or method of electronic storage, is 100% secure. Therefore, while we strive
to use commercially acceptable means to protect your Personal Information, we cannot
guarantee its absolute security.

How we use the personal information we collect

Our primary purpose in collecting personal information is to provide you with a secure,
smooth, efficient, and customized experience. We may use your personal information to:

provide Preferred Account Services and customer support;

process transactions and send notices about your transactions;

resolve disputes, collect fees, and troubleshoot problems;

prevent potentially prohibited or illegal activities, and enforce our Terms and
Conditions;

customize, measure, and improve Preferred Account Services and the content, layout,
and operation of our websites;

deliver targeted marketing, service update notices, and promotional offers based on
your communication preferences;

contact you at any telephone number, by placing a voice call or through text (SMS) or
email messaging, as authorized by our Terms and Conditions;

compare information for accuracy and verify it with third parties.

Marketing

We, or a third party acting on our behalf, may use your personal information to send you
email offers that may be of special interest to you. If you unsubscribe from these email
messages, you will not receive these messages from us via email. If you do not wish to
receive marketing communications from us or participate in our ad-customization programs,
you may unsubscribe by following the instructions located at the bottom of the email you
received. If you unsubscribe from email solicitations, we will still contact you via email to
service and maintain your account relationship. If you receive emails from third parties on our
behalf, you must unsubscribe through the instructions in the email or contact these third
parties directly.

We may also hire third parties to track and report performance of advertising and marketing
campaigns to and from us and third party web sites. We may combine your information with
information we collect from third parties and use it to improve and personalize Preferred
Account Services, content, and advertising.

How we share personal information with third parties

We only share your personal information with third parties as described in this policy.

We will not sell or rent any of your personal information to non-affiliated third parties for their
marketing purposes, except as disclosed in this policy or unless you have provided consent.

We may share your personal information with:

Service providers under contract -- like Bill Me Later, Inc. -- who help with our
business operations such as fraud prevention, bill collection, account maintenance,
marketing and technology services.

Financial institutions that we partner with -- like PayPal -- to provide joint marketing of
products and services, to help detect and prevent potentially illegal acts and fraud,
and to guide decisions about the products, services and communications.

Credit bureaus and collection agencies to report account information, as permitted by
law.

Companies that we or Bill Me Later, Inc. plan to merge with or be acquired by. If your
personal information could be used contrary to this policy, you will receive prior notice.

Third parties when required by law or valid judicial process, or when we believe, in our
sole discretion, that the disclosure of personal information is necessary to prevent
physical harm or financial loss, to report suspected illegal activity, or to investigate
violations of our Terms and Conditions.
Other third parties with your consent or direction to do so.

Our affiliate companies for marketing purposes.

You can limit the sharing of your information with our affiliates for marketing.

Non-affiliates for marketing purposes.

You can limit the sharing of your information with non-affiliates for marketing.

If you live in Vermont, we will not share information about your creditworthiness with
our affiliates for their everyday business purposes, unless you consent to that sharing.

If you live in California, we will not share information about you: (1) with our affiliates
for their own purposes, or (2) for joint marketing with other financial companies.

Bill Me Later, Inc.

Bill Me Later, Inc. may share information it receives about your creditworthiness with
its affiliate companies to market their products and services to you. Bill Me Later, Inc.
affiliates include companies that are related to it by common ownership or control, and
they can be financial companies, like PayPal, and nonfinancial companies, like eBay,
Inc.

You can limit the sharing of information with Bill Me Later, Inc.'s affiliates.

If you open a Preferred Account directly on a third party website or via a third party
application, any information that you enter on that website or application (and not
directly on a Preferred Account website) will be shared with the owner of the third
party website or application. These sites are governed by their own privacy policies
and you are encouraged to review their privacy policies before providing them with
personal information. We are not responsible for the content or information practices
of such third parties.

How you can restrict us from sharing your personal information

Federal law gives you the right to limit the sharing of your personal information only in certain
instances.

You can limit the sharing of information with our affiliate companies and with non-
affiliates for marketing purposes. If you choose to opt out of sharing your information,
you may not be able to continue using your Preferred Account. To limit our sharing,
call us at 1-877-287-5012.

You can limit our sharing of information concerning your creditworthiness with Bill Me
Later, Inc.'s affiliates, as well as our sharing of your information with Bill Me Later,
Inc.'s affiliates for marketing purposes. If you choose to opt out of sharing your
information, you may not be able to continue using your Preferred Account. To limit
our sharing, you can go to https://jtv.mypreferredaccount.com/manage-
account/privacy-policy-opt-out.xhtml

If you are a new customer, we can begin sharing your information 30 days from the date we
sent you this notice for those circumstances where you can limit our sharing. When you are
no longer our customer, we continue to share your information as described in this policy.
However, you can contact us or our service provider, Bill Me Later, Inc., at any time to limit
our sharing.

How you can access or change your personal information

You can review and edit your personal information at any time by logging in to your account
and reviewing your account settings and profile.

How you can contact us about privacy questions

If you have questions or concerns regarding this policy, call us at 1-888-223-0991 or you can
go to http://jtv.mypreferredaccount.com/about/privacy-policy.xhtml