AFFINITY CARD ROYALTY AGREEMENT

THIS AFFINITY CARD ROYALTY AGREEMENT ("Agreement") is made and entered
into as ofth~Jday of September 2016 (the "Effective Date"), by and betweenANDIGO CREDIT
UNION, an Illinois chartered credit union, formerly known as MOTOROLA EMPLOYEES
CREDIT UNION ("Andigo") with an address of 1205 E. Algonquin Road, Schaumburg, Illinois
and JUDSON UNIVERSITY, A Baptist Institution ("Judson") with an address of 1151 N. State
Street, Elgin, Illinois.

WHEREAS, Judson and Andigo desire to make available to the Judson community a Visa

credit card and other financial services upon the terms and conditions hereinafter set forth; and

WHEREAS, Judson and Andigo desire that the marketing plans for the Visa credit card
using Judson Marks to be developed by the parties as hereinafter set forth will accomplish the
respective goals of the parties;

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, it is agreed by the parties hereto as follows:

ARTICLE 1. Definitions

1.1

The foregoing recitals are incorporated in and made a part of this Agreement.

1.2
meanings:

Definitions.

In this Agreement, the following terms shall have the following

"Account" means any credit card account originated pursuant to this Agreement
subsequent to the Effective Date. All Accounts shall be issued on the Visa Network.

"Accountholder" has the meaning set forth in Article 2.1.

"Accountholder Information" means any information pertaining to Accountholders,
excluding information pertaining to or related to authorized users.

"Activated" means an Accountholder has validly used an Account to make a
purchase, cash advance or balance transfer within ninety calendar days from the
origination of the Account.

"Affiliate" means, with respect to an entity, another entity that, directly or
indirectly, owns or controls,
is owned or controlled by, or is under common
ownership or common control with the first entity.

"Andigo Marks" means the Marks of Andigo.

"Andigo Proprietary Rights" means:
(b) the
information on the Andigo Website, excluding any Judson Proprietary Rights
contained therein; (c) any domain names Andigo registers for Andigo's use on the
world wide web; (d) Andigo Marks; (e) the name of Andigo; (f) any and all

(a) Accountholder Information;

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information, ideas, concepts, artw ork, graphics and other proprietary rights of
Andigo used on the An digo Website;
(g) Marketing Materials, excluding any
Judson Proprietary Rights contained therein; and (h) all materials related to
Accounts and Existing Accounts and the Program in any form or medium including
servicing materials,
terms, conditions, cardmember agreements, agreements,
disclosures, notices, Accountholder correspondence, statements, rewards program
materials, and ancillary product materials, excluding any Judson Proprietary Rights
contained therein.

"Andigo Website" means the applicable portions of Andigo's relevant website
located on the internet at a domain registered, owned and maintained by Andigo.

"Applicable Law" means any law, regulation or determination of a govermnental
authority applicable to this Agreement or the duties and obligations of the parties
under the Program including consumer protection laws.

"Business Day" means any day other than a Saturday, a Sunday, a federal holiday
or a day on which credit unions located in Schaumburg, Illinois are required or
authorized by law or regulatory order to close.

"Card" means any credit card branded with the Judson Marks and issued by Andigo
pursuant to this Agreement in connection with an Account including but not limited
to the Andigo Visa Platinum Cash Back Card initially issued pursuant to this
Agreement.

"Card Related Products and Services" means debt deferment or protection products
related to Card and Account balances, credit card registration services, insurance
products related to Card and Account balances, identity theft products and services
solicited in connection with Cards and Accounts and bill payment services related
to Cards and Accounts.

"Claims" means any and all proceedings, actions, claims, allegations, suits,
damages, losses, costs, charges, fines, expenses or any liabilities of any nature, kind,
and description whatsoever (including reasonable attorneys' fees, court costs and
expenses and the cost of enforcing an indemnity provision, which shall be
reimbursed as incurred).

"Confidential Information" means any nonpublic information, including Nonpublic
Information, which the Recipient obtains, maintains, processes or
Personal
otherwise is permitted to access from or about the Discloser, its Affiliates, or their
respective Consumers.

"Consumer" means an individual, including an individual's legal representative,
who has obtained or applied for a financial product or service from either party or
its Affiliates for personal, family or household purposes, or who is identified on a
marketing or other list or file made available by one party to the other party.

"Discloser" means the party disclosing Confidential Information.

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"Indemnified Party" means
Indemnifying Party under the terms of this Agreement.

the party recervmg indemnification from the

"Indemnifying Party" means the party providing indemnification to the Indemnified
Party under the terms of this Agreement.

"Initial Term" means the period commencing upon the Effective Date and
continuing for three years.

"Judson Marks" means the Marks of Judson.

"Judson Proprietary Rights" means (a) Member Lists and Member Information; (b)
the information on the Judson Website excluding any Andigo Proprietary Rights;
(c) any domain names Judson registers for Judson's use on the world wide web; (d)
Judson Marks and photographs or other depictions of Judson; (e) the name of
ideas, concepts, artwork, graphics,
Judson; and (f) any and all
applications and other proprietary rights of Judson used on the Judson Website.

information,

"Judson Website" means the applicable portions of Judson's relevant website
located on the internet at domains registered, owned and maintained by Judson or
any Affiliate.

"Marketing Committee" has the meaning set forth in Section 7.3(a).

"Marketing Materials" means all
advertising, promotional, marketing and
solicitation materials in any form or medium associated with the solicitation or
retention of new Accounts or the offering of Card Related Products and Services.

"Marketing Plan" has the meaning set forth in Article 7.3(b).

"Marks" means trademarks, service marks, trade names, names, logos, copyrights
and other proprietary materials and information.

"Member" means any Person who is, as of the date of such determination, a
including, without limitation, members of
member of the Judson community,
Judson Alumni.

"Member Information" means information pertaining solely to transactions or
experiences between Judson and its Members.

"Member List" means a listing of the names, addresses, telephone numbers and
email addresses of Members. The Member List shall exclude (a) Members who
have not reached the age of majority; (b) Members who have exercised their right
under Applicable Law to opt-out of marketing solicitations (or failed to opt-in
where so required by Applicable Law); (c) Members who have opted out of
marketing solicitations pursuant to Judson's privacy policy;
(d) Members not
appropriate for inclusion on the Member List under Judson policies and practices;
and (e) Members who are enrolled as students at Judson at the time of the

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compilation of such list.

"Membership Employee" means each of Judson's employees that interact with
Accountholders, Card applicants or potential applicants or otherwise perform
services pursuant to this Agreement or in connection with the Program.

"Network" means VISA U.S.A., Inc. or any other successor in interest thereto.

Information" means

any information from or about
"Nonpublic Personal
Consumers that: (a) relates to any Consumer; (b) relates to, or derives from, any
transaction between Discloser or its Affiliates and any Consumer; or (c) is a list,
description or other grouping of Consumers, including Member Lists. Nonpublic
Personal Information includes, but is not limited to, application, account and
transaction information, Consumer names
consumer report
information or information derived therefrom, and the fact that an individual is or
was a Member of Discloser or any of its Affiliates.

and addresses,

"Person" means any individual, sole proprietorship, partnership, corporation, joint
venture, company, bank, trust, unincorporated organization, government or any
departm ent, agency or instrumentality thereof.

"Program" means the credit card program established pursuant to this Agreement
including, but not limited to, all aspects of the solicitation, marketing, underwriting,
delivery, administration, servicing, collection and termination of the Accounts, and
Card Related Products and Services through any medium as well as the respective
obligations of the parties under the Agreement.

"Program Manager" has the meaning set forth in Article 7.3(a).

"Program Year" means the twelve calendar month period of time commencing with
the Commencement Date and each succeeding twelve calendar month period of
time during the Term.

"Recipient" means the party receiving Confidential Information.

"Renewal Term" means each two (2) years following the conclusion of the Initial
Term and any subsequent Renewal Terms.

"Royalties" means fees and revenue sharing amounts paid by Andigo to Judson
pursuant to this Agreement.

"Subcontractor" means any Person that has a business arrangement with Judson or
Andigo, by contract or otherwise, to perform duties, conduct activities or provide
services, or has any other responsibilities or obligations related to the Program in
any way or that involves such Person obtaining, maintaining, viewing or accessing
Nonpublic Personal Information.

"Term" means the Initial Term and each Renewal Term.

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"Visa" means VISA U.S.A., Inc. or any other successor in interest thereto.

"Visa Rules" means the bylaws, procedures, rules, standards and regulations of
Visa, and any determination or finding of Visa, applicable to or binding upon a
party's duties or obligations with respect to the Program.

ARTICLE 2. Services

2.1

Andigo shall open revolving credit Accounts and issue Andigo Visa Cards ("Judson
Card") to individual Members of Judson whose applications have been solicited under the terms
of this Agreement and whose credit has been approved by Andigo and to whom a Judson Card has
been issued (individually, an "Accountholder" and collectively "Accountholders"). The Judson
Card shall be issued in accordance with the specifications generally described in Attachment "A"
as may be amended from time to time by Andigo. It is understood and agreed that Andigo will not
solicit, nor is it under any obligation to accept or approve, individuals who reside outside of the
United States of America or in states within the United States of America which have, or may have
during the Initial Term or any Renewal Term of this Agreement, laws limiting, hindering or
detrimentally affecting the solicitation of credit card accounts or the terms and conditions thereof
or limitations on the provision of other financial services, all as determined by Andigo in its sole
discretion.

2.2

The Judson Card shall be customized to include, as provided in this Agreement,
Judson's Marks as the parties may jointly agree in writing to utilize them on said Judson Cards
from time-to-time.

2.3

Andigo agrees that all uses of Judson's Marks on the Judson Card will bear

proprietary trademark rights notices of Judson as Judson may reasonably direct.

2.4

Judson understands and agrees that

the terms and conditions of any credit
relationship between the Accountholders and Andigo will be governed by a Cardholder Agreement
entered into separately by and between Andigo and the potential Accountholder.

2.5

Judson understands and agrees that Andigo may from time-to-time during the Initial
Term or any Renewal Term ofthis Agreement use third-party service providers to undertake, fulfill
or complete its obligations pursuant to this Agreement.

ARTICLE 3. Acknowledgments, Representations and Agreements

3.1

Judson expressly acknowledges ownership of the mark "Visa" by Visa U.S.A. Inc.

and agrees that it will do nothing inconsistent with Visa's ownership of such mark.

3.2

Judson represents that it has the authority to utilize the Judson Marks as hereafter
described in Article 9 and that it presently has the exclusive authority to authorize the use of each
of such Judson Marks for the uses and purposes contemplated by this Agreement; further, Judson
represents that Andigo may regard this representation as a continuing representation by Judson of
its exclusive authority to authorize the use of each Judson Mark throughout the Initial Term and
any Renewal Term of this Agreement, including Judson Marks developed or created by Judson
Judson agrees to provide, if
during the Initial Term or any Renewal Term of this Agreement.

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requested, written evidence, satisfactory to Andigo, of the authority to authorize the use of such
trademarks used in conjunction with the Judson Card and of any trademark rights notices required
when such trademarks are used.

3.3

Judson represents that the use of any of the Judson Marks by Andigo as authorized
herein by Judson will not infringe upon or violate the patent, copyright or any other proprietary
interest of any third party.

3.4

Judson represents that disclosure by Judson to Andigo of Confidential Information
or non-confidential information in its files pertaining to Judson Members will not violate any law,
regulation, restriction or contractual prohibition against disclosure by Judson of such information.
Judson further acknowledges and agrees that it is authorized to disclose and make available to
Andigo such member information, including but not limited to the information provided as part of
the Member List.

3.5

Judson agrees that Andigo is, by the terms of this Agreement, authorized and
perm itted the non-exclusive use of Judson Marks in order to provide the Judson Card and any
Enhancements thereto and for no additional purposes except as provided in Section 6.4. Andigo
agrees that it will obtain prior written approval, which approval will not be unreasonably withheld,
conditioned or delayed, from Judson for the specific use of the Judson Marks on the Judson Card
and any Enhancements. Andigo shall provide, at its expense, subject to prior approval by Judson,
artwork for the Cards. The proposed design and layout for the Card which will prominently display
a Judson Mark. Judson shall have the right to inspect the quality of goods and services provided
under the Judson Mark and the right to inspect samples of how the Judson Mark is used to assure
that the quality of goods and services provided under the Judson Marks is in accordance with the
usage previously approved by Judson pursuant to this paragraph, and in accordance with Judson's
quality standards. Andigo agrees to cooperate with Judson in facilitating Judson's control of the
nature and quality of goods and services provided under the Judson Marks.

3.6

Andigo and Judson each warrants and represents that as of the date hereof and

during the Initial Term or any Renewal Term of this Agreement:

a

it has and shall have the rights and power to enter into and perform all its obligations

under this Agreement;

b.

its proposed activities hereunder do not and shall not infringe any laws, regulations
or other applicable codes ofpractice or procedural or regulatory requirements or the rights of any
third party; and

c.

it holds and shall hold any and all necessary licenses required under, and has
otherwise complied and shall comply in all material respects with the requirements of all applicable
statutes, laws and regulations applicable to the arrangements contemplated by this Agreement.

3.7

Andigo acknowledges that it shall be solely responsible for ensuring the truth and
accuracy of all statements, warranties and representations of any kind about or relating to Andigo
or its Affiliates, or their business, products or services, made or included, expressly or impliedly,
by Andigo or with its prior written consent, whether in any advertising, solicitation, promotional
or publicity materials or editorials, or otherwise.

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3.8

Judson acknowledges and agrees that certain federal and state consumer protection
laws and regulations prohibit, restrict or limit the solicitation or issuance of consumer credit cards
to students, underage persons and others (collectively, the "Protected Consumers") as described in
those laws and implementing regulations.
Judson further acknowledges and agrees that no
Protected Consumers are, or are intended to be, included in the group identified herein as Members
who may be identified or solicited to apply for a consumer credit card under this Agreement.
Judson agrees it will not provide to Andigo the names of any such Protected Consumers under this
Agreement and Judson agrees it will not, in any way, solicit or promote the Judson Card to any
such Protected Consumers. As such, Judson acknowledges and agrees that it will at all times
comply with the provisions of the Truth-in-Lending Act (15 U.S.C.A. §1601 et seq.), the Credit
Card Accountability and Disclosure Act of 3009 (Pub L. No. 111-34, 133 Stat. 1734 (3009)), the
Fair Credit Reporting Act (15 U.S.C.A. 1681 et seq.), and the regulations adopted thereunder, as
such acts or regulations may now exist or as may hereafter be amended, including such provisions
for interpretation and enforcement of such acts and regulations by the Bureau of Consumer
Financial Protection ("CFPB") or by any state agency enforcing state laws or regulations for the
protection of consumers.

3 .9

Judson acknowledges that it shall be solely responsible for ensuring the truth and
accuracy of all statements, warranties and representations of any kind about or relating to Judson
or its Affiliates, or their business, products or services, made or included, expressly or impliedly,
by Judson or with its prior written consent, whether in any advertising, solicitation, promotional
or publicity materials or editorials, or otherwise.

ARTICLE 4. Compensation and Reporting

4.1

Andigo agrees that during the term of this Agreement Judson shall earn and be paid
compensation in U.S. Dollars ("USD") in accordance with the rates, terms and provisions
contained in Attachment "B".

4.2

Andigo shall provide Judson with summary statements once per calendar year
("Annual Statements") that outline such information (in a form, content and substance as
determined by Andigo in its sole and absolute discretion) regarding the Judson Cards that forms
the basis for calculating the amount of Compensation earned by Judson according to the rates,
terms and provisions of Attachment "B" subject to any Applicable Law. Judson understands and
acknowledges that compensation will be calculated based upon dates or time periods when various
transactions are reported to Andigo and processed through normal accounting cycles which dates
or time periods may be different than the actual date of the particular transaction giving rise to
entitlement to payment or fee.

4.3

No Compensation shall be earned by Judson as of and after the effective date of
termination ofthis Agreement; provided, however, Compensation earned prior to such termination
shall be payable to Judson as provided in Attachment "B".

4.4

Judson agrees the Annual Statements provided to it by Andigo regarding the
calculation, reporting or payment of compensation shall be conclusive evidence of the
Compensation earned by Judson according to the rates, terms and provisions of Attachment "B".

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ARTICLE 5. Term of Agreement; Termination Provisions

5.1

The Initial Term of this Agreement shall commence on the Effective Date and
continue until July 31, 2019 (the "Initial Term"). At the expiration of the Initial Term of this
Agreement, it shall automatically renew for successive two (2) year periods (each a "Renewal
Term") unless either party notifies the other in writing at least ninety (90) days prior to the
expiration of the Initial Term of this Agreement or prior to the expiration of any Renewal Term,
that it is terminating and canceling this Agreement.

5.2

This Agreement shall supersede and replace all co-branded and/or Affinity Card

Agreements between the parties, if any, entered into prior to the Effective Date.

5.3

Regardless of the termination of this Agreement, any Judson Card issued before
such termination may continue to be held and used by Accountholders until the stated expiration
date of those Judson Cards.

5.4

In the event of termination of this Agreement, all Judson Accounts shall remain the
exclusive property of Andigo,
including its right to future receivables thereon without any
obligation on part of Andigo to pay Royalties thereon. Notwithstanding the termination of this
Agreement or the transfer of the Judson Accounts, Andigo may thereafter solicit and offer credit
card accounts or other financial services to Accountholders.

5.5

(a) In the event that either party materially breaches this Agreement, the non-
breaching party may provide notice of the breach to the breaching party, who shall then have 30
days to cure the breach. If the breach is not cured to the satisfaction of the non-breaching party by
the 30th day, the non-breaching party may terminate this Agreement effective upon 30 days prior
written notice to the breaching party. Material breach of this Agreement includes, without
limitation: (i) the failure of a party to substantially or materially comply with any law, regulation
or determination of a governmental authority applicable to this Agreement or the duties and
obligations of the parties under the this Agreement including consumer protection laws; (ii) breach
or default of any material obligation hereunder; (iii) fraudulent activity by a party; or (iv) activity
by Judson after notice by Andigo to cease that causes Andigo to violate Visa requirements.

(b)

This Agreement shall be deemed immediately terminated, without the requirement
of further action or notice by either party, in the event that the other party, or an Affiliate of such
party: (i) shall become subject to voluntary (or involuntary if such matter remains un-dismissed
after a period of 60 days) bankruptcy, insolvency, receivership, conservatorship or like proceedings
(including, but not limited to, the takeover of such party by the applicable regulatory agency)
pursuant to applicable state or federal law; (ii) shall take any action to authorize commencement
of any such proceeding; or (iii) ceases to conduct its normal and customary business operations.

ARTICLE 6. Aecountholder Terms and Benefits

6.1

Andigo agrees

to provide certain features

to Judson
Accountholders which shall
include the minimum Visa standards for product enhancements
the "Enhancements") and shall be
associated with the Visa product category (collectively,
available only for such period of time as the related services are available to Andigo and its
cardholders from third party processors and providers. Without limiting the generality of the

and enhancements

8

foregoing, Enhancements are subject to cancellation or change by Andigo at any time, with or
without prior notice other than written prior notice required by Applicable Law. Andigo reserves
the right to add, delete, modify or withdraw Enhancements or change the specific features of any
such Enhancements from time-to-time during the Initial Term and any Renewal Term of this
Agreement. It is understood and agreed that from time-to-time one or more of the Enhancements
offered by Andigo to the Accountholders are provided by third parties unrelated to Andigo and
that such Enhancements, including the availability and cost thereof to Andigo, may change from
time-to-time and any such Enhancements may be added, deleted, modified or withdrawn in the
sole discretion of Andigo.

6.2

Andigo may add, delete, modify or withdraw specific Enhancements to the Judson
Cards during the Initial Term or any Renewal Term of this Agreement or during the term of any
Cardholder Agreement with an Accountholder after providing written notification to affected
Accountholders and Judson as may be required by Applicable Law.

6.3

Andigo shall provide support services for Accountholders which is equivalent to
support services available to other credit card holders with Andigo, including but not limited to a
non-exclusive toll-free telephone number, online support and in-person support for use by any
Accountholder to report and resolve a service complaint, lost or stolen credit cards or to make
inquiry calls regarding a credit card (including but not limited to the Judson Card).

6.4

Andigo and its affiliates are authorized and permitted from time-to-time to offer to
Accountholders financial services and products and to refer to the existence of the Judson Card in
connection therewith, which reference may include depictions of the Judson Card or the Judson
Marks subject however to the provisions of Article 10, below.

ARTICLE 7. Marketing Efforts

7.1

Andigo will, at

its cost, during the Initial Term of this Agreement, develop
solicitation materials designed for the purpose of encouraging the acquisition and usage of the
Judson Card by potential Accountholders. The materials will be designed and developed for a
variety of presentation and marketing methods, e.g., brochures, print ads, web-site postings, direct
mail, e-mail, etc. in accordance with that certain Marketing Agreement of even date herewith.

7 .2

Judson agrees to cooperate with Andigo to actively market the Judson Card through
commercially viable means. Judson agrees that it will obtain prior written approval from Andigo
for the use of all marketing materials, including the form and content of such marketing materials
as well as the proposed media to be utilized, relating to the promotion of the Judson Card (including
the use of Andigo's name, logo, trademarks, etc.) developed by or for Judson in any marketing
effort whether or not such marketing is contemplated by or undertaken pursuant to this Agreement.

7.3

(a) Each of the parties will appoint one relationship manager (each, a "Program
Manager"). Each of the two Program Managers will serve as the principal point of contact for the
other party on Program related issues and will lead the Program Manager's respective team in
including, without limitation,
executing the obligations of its party under this Agreement,
developing and documenting each Marketing Plan. Each Party will have appointed its initial
Program Manager no later than 15 days after the Effective Date. Within 45 days after the Effective

9

Date, Judson and Andigo will establish a committee (the "Marketing Committee") for the purpose
of reviewing and advising the Program Managers regarding existing Marketing Plans, proposed
revisions to Marketing Plans and other matters regarding the performance and operation of the
Program. The Marketing Committee will be comprised of the Program Managers and any other
designated representatives or employees representing each party,
The Marketing
Committee may meet in person, via telephone or video conference, or in any combination thereof
The Marketing Committee will meet quarterly during each year. In the event a majority of the full
Marketing Committee cannot reach agreement on a matter of significance to the Program, such
matter will be elevated to a senior executive of Andigo and a senior executive of Judson, who shall
confer on such matter within a reasonable time and shall in good faith attempt to resolve such
matter. Any such resolution by the senior executives will be deemed to be the action and approval
of the Marketing Committee for purposes of this Agreement.
In the event the senior executives
cannot reach a resolution of the matter, such matter will be deemed to be rejected by the Marketing
Committee.

if any.

(b)

Prior to each of the first meetings of the Marketing Committee in each year (and
initially within the 120-day period after the Effective Date), the Program Managers will prepare a
mutually-agreeable plan (each a "Marketing Plan") that sets forth the parties' marketing strategies
for each year. Each Marketing Plan should include proposed solicitation, origination and retention
strategies and communication methods (e.g., print solicitation methods, electronic solicitation
methods, premium promotions, prospective event marketing opportunities, etc.). Each Marketing
Plan should also include a marketing calendar setting forth the proposed dates for completing the
proposed marketing initiatives and a projected budget for the applicable Marketing Plan.

(c)

During each meeting of the Marketing Committee, the Program Managers will, as
the case may be, present the upcoming year's Marketing Plan, or provide a quarterly review of the
then-current year's Marketing Plan, as well as update the Marketing Committee on, among other
matters, portfolio performance metrics, existing marketing efforts and, to the extent available,
industry news and information regarding industry best practices and marketing trends; and the
Marketing Committee will endeavor to provide the Program Managers guidance and
recommendations regarding the Marketing Plan, as well as other short- and long-term marketing
strategies, intended to maximize the origination of new Accounts and the revenues generated for
the parties through the origination and retention of the existing Accounts.

(d)

Notwithstanding the foregoing, neither the Marketing Committee nor the Program
Managers will be authorized to amend any terms of this Agreement; and any amendments,
modifications and substitutions to this Agreement proposed under any Marketing Plan, will not be
effective to bind either party hereto except and to the extent expressly intended to be an amendment
to this Agreement signed by authorized representatives of Judson and Andigo in accordance with
this Agreement.

(e)

Notwithstanding the provisions of this Agreement providing, or allowing, for the
mutual consent of the parties, Andigo shall have sole discretion and final decision-making
authority with respect to the form and content of all solicitations for, and promotions of, the Judson
Cards and Accounts as well as communications with Accountholders and prospective
Accountholders (including, without limitation, all marketing materials, statements, cardholder
agreements, adverse action letters and other communications required to service the Accounts),

10

and notwithstanding that such materials contain Judson Marks, but Andigo shall have such
discretion and decision-making authority only to the extent necessary to ensure compliance with
Applicable Laws and Visa Rules, as determined by Andigo in its sole and absolute discretion, such
determination to be provided to Judson in writing, upon request by Judson.

7.4 Within 30 business days of the Effective Date of this Agreement, Judson shall
provide to Andigo the Member List in an electronic format acceptable to Andigo.
In addition to
the other marketing efforts in this Agreement, Judson shall allow Andigo to directly market and
solicit the Members on the Member List in accordance with Applicable Law for the purpose of
marketing the Judson Card. Upon thirty (30) business days' prior written notice, Judson shall
tender to Andigo an update to the Member List in an electronic format acceptable to Andigo,
provided however, that Judson shall not be obligated to provide an update to the Member List more
than twice in any Program Year.

7.5

Judson shall not provide, sell, transfer or assign the Member List, any part thereof
or any similar list of Members to any other third party or entity that may or reasonably may use,
sell, transfer or assign the Member List for the purpose of marketing and soliciting similar services
as Andigo, including but not limited to credit card services and financial services.

ARTICLE 8. Andigo Rights and Responsibilities

8 .1.

In accordance with Article 7, Andigo shall design, develop and administer the

Program for the Members.

8.2

Andigo shall design all advertising, solicitation and promotional materials with
regard to the Program. Andigo reserves the right of prior written approval of all advertising and
solicitation materials concerning or related to the Program, which may be developed by or on
behalf of Judson.

8.3

Andigo shall bear all costs of producing all materials for the Program.

8.4

Andigo shall make all credit decisions and shall bear all credit risks with respect
to each Account(s) independently of Judson. Andigo shall at all times be solely responsible for
in
protecting the confidentiality of its Account
accordance with Applicable Law. Andigo shall maintain such Account information in a secure
manner to prevent unauthorized access or disclosure.

information in its custody and control,

8.5

Andigo shall use the Member Lists provided pursuant to this Agreement consistent
with this Agreement and shall not permit those entities handling these Member Lists to use them
for any other purpose. Andigo shall have the sole right to designate Members on these Member
Lists to whom promotional material will not be sent. Upon termination of this Agreement,
the Member List(s) shall remain the sole property of Judson. However, notwithstanding
anything in this Agreement to the contrary, Andigo may maintain separately all information
which it obtains as a result of an account relationship or an application for an account
relationship. This information becomes a part of Andigo's own files and shall not be subject to
this Agreement; provided however that Andigo will not use this separate information in a manner
that would imply an endorsement by Judson. Andigo shall use telephone numbers contained in
Member List in accordance with the Do Not Call Provisions of the Federal Trade Commission's

11

Telemarketing Sales Rule guidelines.

ARTICLE 9. Proprietary Property

9.1

Both parties individually acknowledge and agree that the other party has and owns
or uses certain names, trade names, trademarks, symbols, copyright marks, logos, designs, service
marks, signs, processes, procedures and trade secrets including but not limited to the Andigo
Proprietary Property and the Judson Proprietary Property (collectively, the "Proprietary Property")
at the Effective Date and that each party may have access to or possession of such Proprietary
Property during the Initial Term or a Renewal Term of this Agreement; and each further
acknowledges and agrees that any Proprietary Property developed by the other party during the
Initial Term or any Renewal Term of this Agreement shall, at all times be considered, held and
included in the collective definition of Proprietary Property and will be owned by and remain the
Proprietary Property ofthe other party during the term ofthis Agreement and at all times thereafter.
Except as otherwise specifically provided in this paragraph, each party will at all times, both during
and after the term of this Agreement, retain sole right, title and interest in and to all Proprietary
Property created by it prior to entering into or during the Initial Term or any Renewal Term of this
Agreement.

9.2

Upon termination of this Agreement, Andigo shall cease to use the Judson Marks.
Andigo agrees that upon such termination it will not claim any right, title, or interest in or to the
Judson Marks. Upon termination ofthis Agreement, Andigo shall not attempt to cause the removal
of Judson's identification or Judson Marks from any person's credit devices or records of any
customer existing as ofthe effective date oftermination ofthis Agreement including but not limited
to existing Judson Cards. Andigo agrees that it will not seek or obtain any trademark or other
protection or take any other action, which might affect Judson's ownership of any of the rights in
the Judson Marks. Andigo understands and agrees that its use of the Judson Marks shall inure to
Judson's exclusive benefit and that Andigo will not acquire any rights by virtue of any use Andigo
may make of the Judson Marks, other than as specifically set out in this Agreement.

9.3

Andigo agrees that all uses of the Judson Marks shall bear such proprietary
trademark rights notices of Judson as Judson may reasonable direct. All rights not specifically
granted by Judson are reserved.

9.4

Upon termination of this Agreement, Judson shall cease to use the Andigo Marks.
Judson agrees that upon such termination it will not claim any right, title, or interest in or to the
Andigo Marks. Upon termination ofthis Agreement, Judson shall not attempt to cause the removal
of Andigo's identification or Andigo Marks from any person's credit devices, checks or records of
any Andigo customer existing as of the effective date of termination of this Agreement including
but not limited to the Judson Cards. Upon termination of this Agreement, Judson agrees that it will
no longer publish, distribute or authorize the use of any marketing or other material bearing any
Andigo Mark. Judson agrees that it will not seek or obtain any trademark or other protection or
take any other action, which might affect Andigo's ownership of any of the rights in the Andigo
Marks. Judson understands and agrees that its use of the Andigo Marks shall inure to Andigo's
exclusive benefit and that Judson will not acquire any rights by virtue of any use Judson may make
of the Andigo Marks, other than as specifically set out in this Agreement.

12

9.5

Judson agrees that all uses of the Andigo Marks shall bear such proprietary
trademark rights notices of Andi go as the Andigo may reasonable direct. All rights not specifically
granted by Andigo are reserved.

ARTICLE 10. Confidentiality. Part A: Confidential Information

10.1

The party receiving Confidential Information of the other party must provide the
same care to avoid disclosure or unauthorized use of the Confidential Information as it provides to
protect its own similar confidential information, but in no event less than commercially reasonable
care.

10.2 All Confidential Information, unless otherwise agreed in writing: (a) shall not be
copied, distributed, disclosed, or disseminated in any way or form by receiving party without the
prior written consent of the disclosing party; (b) shall be used by the receiving party only in
connection with the performance of its obligations under this Agreement, unless otherwise
consented to in writing by the disclosing party, except as required to provide the services; (c) shall
remain the property of and be returned together with all copies of such information, to the
disclosing party or destroyed after the receiving party's need for it has expired or upon request of
the disclosing party, and, in any event, upon expiration or termination of this Agreement. At the
request of the disclosing party, the receiving party will furnish a certificate of an officer of the
receiving party certifying that Confidential Information not returned to disclosing party has been
destroyed. Notwithstanding the above, the receiving party may retain a copy of the Confidential
Information for regulatory reasons.

10.3

The parties agree that the term "Confidential Information" does not include
information which: (a) has been or may in the future be published or is now or may in the future
be otherwise in the public domain through no fault of the receiving party; (b) prior to disclosure
pursuant to this Agreement is property within the legitimate possession of the receiving party; (c)
subsequent to disclosure pursuant to this Agreement is lawfully received from a third party having
rights in the information without restriction ofthe third party's right to disseminate the information
and without notice of any restriction against its further disclosure; (d) is independently developed
by the receiving party through parties who have not had access to such Confidential Information;
or (e) is obligated to be produced under order of a court of competent jurisdiction or other similar
requirement of a governmental agency.

Part B: Confidential Customer Information

10.4

The parties agree that the term "Confidential Customer Information" as used herein
shall mean all nonpublic personal information as that term is used in the Gramm-Leach-Bliley Act
("GLB"), (15 U.S.C. §§6801-6809) all "consumer information" as that term is used in the Fair and
Accurate Credit Transactions Act of 2003 ("FACT Act") (15 U.S.C. §1681 et seq.) and any and
all privacy regulations, guidelines and interpretations thereof adopted pursuant thereto by the
appropriate regulatory authorities. An "Andigo Customer" as used herein includes
an
Accountholder.

10.5 While it is contemplated that Judson will neither be furnished nor receive
Confidential Customer Information, should Judson come into possession of any Confidential

13

Customer Inform ation, Judson agrees that it will not use or disclose such Confidential Customer
Information that it receives or obtains from Andigo other than is necessary to carry out the purposes
of this Agreem ent.

10.6

Judson agrees that it will not disclose any Confidential Customer Inform ation to
any third- party except those who have a need to know and only to enable Judson to provide the
services under this Agreem ent and only to such third parties who have assumed confidentiality
obligations consistent with those provided for herein.

10. 7

it has

Judson agrees that

the
Confidential Customer Inform ation and furth er agrees that it will
implement such additional
security measures and use such additional care as may be required to continually preserve and
protect the Confidential Customer Inform ation of An digo's Customers throughout the term of the
Agreement and for such time beyond the term of the Agreem ent as it has in its possession any
Confidential Customer Information of Andigo's Customers.

in place certain security measures to protect

10.8

Judson agrees, as it deems reasonably required, to train its employees and staff
regarding the need to keep the Confidential Customer Inform ation of An digo's Customers from
being used or disclosed other than for purposes of fulfilling the Agreement and to continually
monitor its procedures, safeguards and training to protect the Confidential Customer Information.

10.9

Judson agrees

to notify Andigo immediately upon discovery of any loss,
unauthorized use or improper disclosure of Confidential Customer Inform ation and to notify
An digo of any demand, including any form oflegal proceeding or process, made upon it for access
to or disclosure of any Confidential Customer Inform ation.

10.10 Judson agrees that Andi go has the right to periodically review the security measures
employed by Judson to determ ine or verify Judson's compliance with its obligations under this
Agreement and the right to pursue whatever legal remedies it has,
including seeking equitable
relief, to enforce the provisions hereof.

10.11

Judson agrees to indemnify Andigo from and again st all claims, demands, losses,
dam ages, liabilities, lawsuits, costs and expenses,
including attorneys fees, asserted against or
incurred by, An digo or for which An digo is exposed for any loss, unauthorized use or improper
disclosure of Confidential Customer Inform ation due to the actions, inactions or negligence of
Judson.

10.12 Wh en disposing of any Confidential Customer

Inform ation, whether upon
termi nation of this Agreement or as otherwise directed by An digo, Judson agree to either return to
An digo the media upon which such Confidential Customer Inform ation is stored by Judson,
whether in a tangible or electronic form , or destroy the media in such a mann er so that the
inform ation cannot be read or reconstru cted.

Part C: General Provisions

10.13 The parties agree that monetary damages will be difficult to ascertain in the event
of any breach of this Section, and that monetary damages alone would not be sufficient to
compensate a party for such breach. The parties agree that in the event of violation of this Article,

14

without limiting any other rights and remedies, an injunction may be brought against any party
who has breached or threatened to breach this Article, without the requirement to post bond.

10.14 The obligations in this Article 10 shall survive the termination of this Agreement

and will remain an obligation of each party.

ARTICLE 11. Indemnity

11.1

(a) Judson hereby agrees that it shall defend, indemnify, and hold harmless Andigo
and its affiliates, subsidiaries, directors, officers, employees, agents, and representatives from and
against any and all liability, claims, damages, judgments, settlements, demands, fees, costs, and
expenses (including reasonable attorney fees) to the extent that the same are the result of the
negligence or willful misconduct of Judson, it agents, employees or representatives, or arising out
of the performance or non-performance by Judson of its obligations under this Agreement. Upon
becoming aware of a claim or potential claim covered by this indemnification provision, Andigo
shall promptly notify Judson thereof in writing. Judson shall, at all times, have sole control over
the defense, negotiation, settlement, and appeal strategy of any claim or suit. Andigo shall be
entitled to participate in the defense of such claim or suit with separate counsel, but at Andigo's
own expense. Judson shall cause Andigo to be kept fully apprised of all material developments in
the defense of any such claim or suit.

(b)

Judson agrees that it shall defend, indemnify, and hold harmless Andigo and its
affiliates, subsidiaries, directors, officers, employees, agents, and representatives from and against
any and all Losses arising out of or connected with any third party Infringement Claim based on
the use or sale of the services, products, programs, systems, and/or materials ("Product").
"Infringement Claim" means any claim or action asserting that Andigo infringes, violates, or
misappropriates any Judson University patent, copyright, trademark, trade dress, trade secret, or
other alleged proprietary right. "Losses" means all direct costs, expenses, damages, and liabilities,
including, but not limited to, compensatory damages, enhanced damages, attorneys' fees, and other
losses including, without limitation, court costs, reasonable attorney fees and disbursements and
the expenses of enforcing this provision. 11.2
Judson shall have no liability to Andigo or
any Accountholder for any of the operating or credit functions of the Judson Accounts, including
any responsibility for Accountholder delinquency or Accountholder disputes with Andigo.

11.3 Andigo agrees that it shall defend, indemnify, and hold harmless Judson and its
affiliates, subsidiaries, directors, officers, employees, agents, and representatives from and against
any and all claims arising out of or resulting from the negligence or willful misconduct ofAndigo,
it agents, employees or representatives, or arising out of the performance or non-performance by
Andigo of its obligations under this Agreement. Upon becoming aware of a claim or potential
claim covered by this indemnification provision, Judson shall promptly notify Andigo thereof in
writing. Andigo shall, at all times, have sole control over the defense, negotiation, settlement, and
appeal strategy of any claim or suit. Judson shall be entitled to participate in the defense of such
claim or suit with separate counsel, but at Judson's own expense. Andigo shall cause Judson to be
kept fully apprised of all material developments in the defense of any such claim or suit.

11.4 The parties agree that the provisions of this Article 11 shall survive the termination

of this Agreement.

15

AR TICLE 12. Exclusive Provider

12.1 During the Initial Term or any Renewal Term of this Agreement, Judson agrees that
Andigo will be the exclusive provider of the Judson Card to Accountholders and potential
Accountholders and that Judson will not enter into any agreements which will be effective prior to
the termination of this Agreement with any other person or company to offer, or make available,
to any existing or potential Accountholders or any Members any charge card or open revolving
credit card accounts, nor enter into any agreement with any other company which is in the nature
of a royalty payment agreement for the marketing or solicitation of charge card or revolving credit
card accounts.

ARTICLE 13. Notices

13.1

Except for invoices and billing related communications, any notice required or
permitted to be given hereunder by either party to the other shall be in writing, shall be deemed
given and effective when: (a) hand delivered; (b) three (3) Business Days following deposit if sent
by first class or certified United States mail, postage prepaid, or (c) one ( 1) Business Day following
deposit with any recognized overnight courier that produces written evidence of delivery,
addressed as follows:

(a) To Judson at:
Judson University
1151 N. State Street
Elgin, Illinois 60123
Attention:

'T>e,J Li ,J J)O..vq 1...,1> $a

J

(b) To Andigo at:
Andigo
1205 E. Algonquin Road
Schaumburg, Illinois
Attention: Jean Theis

or at any other address that may be given by one party to the other by notice pursuant to this Article.

ARTICLE 14. Force Majeure

14.1 Any party's delay in, or failure of, performance under this Agreement shall be
excused where such delay or failure is caused by an act of nature, fire, or other catastrophe, enemy,
hostile governmental or terrorist action, electrical, computer software or mechanical failure, work
stoppage, delays or failure to act of any carrier or agent, direction or effect of an order from a court
or government agency or body, or any other such cause beyond a party's direct control. Any party
seeking to be excused for a delay in performing any obligation due to force majeure must promptly
notify the other party of the same, exercise reasonable efforts to minimize the delay in performing
such obligation, and to keep the other party regularly apprised of its efforts and expected resolution
of the cause for the delay.

ARTICLE 15. Assignment

16

15 .1

This Agreement may not be assigned by either party without prior written consent
of the other party; provided, however, such consent shall not be required in the event this
Agreement, or any rights or obligations hereunder, is assigned by a party to a person or entity
which is an Affiliate of that party; provided, further, that, the assignee's financial condition is
substantially similar to (or better than) the financial condition of the assigning party and the scope
of the services is not materially altered. This Agreement shall inure to the benefit of, and shall be
binding upon, the parties hereto and their respective successors and permitted assigns. An Affiliate
of, or person affiliated with, a specified party shall mean a person that directly or indirectly through
one or more intermediaries, controls or is controlled by, or is under common control with, the
person specified.

ARTICLE 16. Severability

16.1

If any provision, or portion thereof, of this Agreement is invalid under applicable

statute or rule oflaw, it is only to that extent to be deemed omitted.

ARTICLE 17. Waiver

17.1 No provision of this Agreement shall be deemed waived, amended, or modified by
either party unless such waiver, amendment or modification is in writing and signed by the party
against whom it is sought to enforce the waiver, amendment or modification. A single waiver by
a party shall not act as, nor shall it be deemed to constitute, an ongoing waiver of the same
provision.

ARTICLE 18. Amendment

18.1
Judson and Andigo.

This Agreement may be amended only by an instrument in writing, executed by

ARTICLE 19. Governing Law

19.1

This Agreement shall be governed by, and construed in accordance with, the laws

ofthe State of Illinois.

ARTICLE 20. Waiver of Jury Trial

20.1

Each party to this Agreement hereby waives the right to any jury trial in any action,

proceeding, or counterclaim brought by one party against any other party.

ARTICLE 21. Jurisdiction and Venue

21.1

Each party to this Agreement consents and agrees that any dispute under this
Agreement will only be brought in any state or federal court having a situs in Cook County, Illinois,
hereby consents and agrees to jurisdiction and venue therein and hereby waives any defenses
thereto including but not limited toforum non conviens.

ARTICLE 22. Entire Agreement

17

22.1

This Agreement and the Attachments A, Al and B incorporated herein constitutes

the entire agreement between Andigo and Judson.

(Signature Page Follows]

[Remainder of Page Intentionally Left Blank ]

18

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first

written above.

Andigo Credit Union, an Illinois chartered
credit union

Judson University, A Baptist Institution

By: ~fP~---
J)~v L; J J)oA.h4 L DSo.J

$7<. VP ~'R e.xk"RruAL 'J?GLAi,c>tVS

Its:
Name:

By:__,_.~---="--· -
Its: Q fl'cc5o
Name\-~

19

ATTACHMENT "A"

JUDSON VISA PLATINUM CASH BACK CARD ISSUED BY ANDIGO

1. Qualified Members of Judson will be issued a Judson Card with one or more Judson
Marks included on the face of the cards, as acceptable to Visa in accordance with any Visa Rules.

2. Subject to the terms of the Cardholder Agreement, Andigo shall

initially make
available a card with an interest rate as more particularly described on Attachment "Al" subject
to credit underwriting based on statistically valid determinants of credit risk derived during the
credit underwriting process. The precise terms and conditions of the Cardholder Agreement will
be consistent with rates and terms offered on other Visa Platinum Cash Back Credit Cards as
described on Attachment "Al" and this Attachment "A", provided however the Judson Card
and the terms and conditions thereof are subject to change by Andigo or Visa without notice to
Judson so long as no notice is required under Applicable Law.

3.

In accordance with the terms and conditions of the Cardholder Agreement for Visa
Platinum Cash Back credit cards customarily issued by Andigo, (the precise terms and conditions
of which will control) the Accountholder may be reimbursed for up to one percent (1.0%) of
Eligible Purchases ("Cash Back") without limit as to the amount of Cash Back a particular
Accountholder can earn on Eligible Purchases and without a minimum requirement of Eligible
Purchases. In addition to the Cash Back, up to one quarter percent (0.25%) of Eligible Purchases
made by an Accountholder will be paid to Judson as a Royalty under this Agreement as more
particularly described on Attachment "B".
"Eligible Purchases" shall mean net purchases
(purchases less credits, returns and adjustments) made by an Accountholder, or someone
authorized by the Accountholder. The following transactions are not considered "Eligible
Purchases": balance transfers, cash advances, fees, interest charges, fraudulent transactions and
certain other charges.

4.

In accordance with the terms and conditions of the Cardholder Agreement for
Visa Platinum Cash Back credit cards customarily issued by Andigo, (the precise terms and
conditions of which will control), a particular Accountholder will have no liability for fraud with
the Andigo Credit Union Total Protection Guarantee Program.

5.

In accordance with the terms and conditions of the Cardholder Agreement for
Visa Platinum Cash Back credit cards customarily issued by Andigo, (the precise terms and
conditions of which will control),

6. All credit decisions, including but not limited to the initial approval of accounts, the
establishment of credit lines and the closing of accounts, shall be within the exclusive discretion
of Andigo.

20

7. As the grantor of credit, Andigo assumes all credit risks and reserves the right to
modify pricing referenced in paragraph 2, above, consistent with its underwr iting criteria,
prevailing economic and market forces, and Applicable Law.

8. The Cardholder Agreement, which governs the terms of credit extension and which is
provided to Accountholders at the time of issuance of a Judson Card will
reflect the terms
provided herein; except nothing contained herein shall preclude Andigo from including in such
Cardholder Agreement its standard contractual terms including, without limitation, those terms
relating to liability, default, cancellation, governing law, calculation of finance charge, payment
application, surrender and other terms as appropriate.

21

ATTACHMENT "Al"

22

DJ 1205 E Algonquin Road
~o~~~:~~ 811.210.s392

Schaumburg, IL 60196
847.576.5199

Putting you ftrst"

11",A.MIUI" ~I
1•.J1t•~1w ~- ~

,
~~
VISA

VISA PLATINUMNISA PLATINUM REWARDS/
VISA PLATINUM CASH BACK

APPLICATION AND SOLICITATION DISCLOSURE

Interest Rates and Interest Charges
Annual Percentage Rate (APR) for
Purchases

APR for Balance Transfers

APR for Cash Advances

Visa Platinum
0.00°/o
After that your APR will be 9.90°/o
your creditworthiness.

Introductory APR for a period of SIX billing cycles

to 18.90% based on

Visa Platinum Rewards
0.00% Introductory APR for a period of six billing cycles
After that your APR will be 11.90°/o to 20.90% based on
your creditworthiness.

Visa Platinum Cash Back
0.00% Introductory APR for a period of six billing cycles
After that your APR will be 10.49°/o to 19.49% based on
your creditworthiness. This APR will vary with the market based on the
Prime Rate.
Visa Platinum
0.00% Introductory APR for a period of six billing cycles

After that your APR will be 9.90% to 18.90% based on your
creditworthiness.

Visa Platinum Rewards
0.00% Introductory APR for a period of six billing cycles

After that your APR will be 11.90% to 20.90% based on your
creditworthiness.

Visa Platinum Cash Back
0.00% Introductory APR for a period of six billing cycles

After that your APR will be 10.49% to 19.49% based on your
creditworthiness. This APR will vary with the market based on the
Prime Rate.
Visa Platinum
9.90% to 18.90% when you open your account, based on your
creditworthiness.

Visa Platinum Rewards
11.90% to 20.90% when you open your account, based on your
creditworthiness.

Visa Platinum Cash Back
10.49% to 19.49% when you open your account, based on your
creditworthiness. This APR will vary with the market based on the
Prime Rate.

©CUNA Mutual Group 2009, 10, 12AII Rights Reserved

SEE NEXT PAGE for more important information about your account.

D1LFZ8 (MXC403 CCM003)-e

How to Avoid Paying Interest on Purchases

For Credit Card Tips from the Consumer
Financial Protection Bureau

Your due date rs at least 25 days after the close of each billing cycle.
We will not charge you any interest on purchases if you pay your entire
balance by the due date each month.
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 htto://www.consumerfinance.aov/learnmore.

Fees
Transaction Fees
- Cash Advance Fee

- Foresm Transaction Fee
Penalty Fees
- Late Payment Fee
- Returned Payment Fee

or 3.00% of the amount of each cash advance, whichever rs

$5.00
greater
2.00% of each transaction m U.S. dollars

Up to $20.00
Uo to $25.00

How We Will Calculate Your Balance: We use a method called "average daily balance (mcludmg new purchases)."

Promotional Period for Introductory APR: The Introductory APR for purchases will apply to transactions posted to your
account during the first
following issuance of your card The Introductory APR for balance transfers
will apply to transactions posted to your account until

the seventh billing cycle.

six billing cycles

Effective Date:
The information about the costs of the card described m this application is accurate as of December 30, 2015
.
This information may have changed after that date. To fmd out what may have changed, contact the Credit Union.

OTHER DISCLOSURES

Late Payment Fee

Returned Payment Fee

Document Copy Fee
Rush Fee
Emergency Card Replacement Fee
Card Recovery Fee
Representative-Assisted Expedited Payment Fee

$20.00
is less,
$25.00
is less.
$12.00
$15.00
$150.00
$65.00
$5.00

or the amount of the required minimum payment, whichever

1f you are one or more days late m making a payment.

or the amount of the required minimum payment, whichever

D1LFZ8 (MXC403 CCM003)-{l

ATTACHMENT "B" COMPENSATION

Andigo shall pay Judson Compensation as follows:

1. Royalty fees:

a. The period commencing on the Effective Date and continuing to August 31st of the same
year and the periods of each successive year between September 1st to August 31st of the
following year shall each individually be referred to as "Royalty Payment Period" and
collectively as the "Royalty Payment Periods".

b. The amount of the Royalty paid to Judson after each Royalty Payment Period shall be up
to one quarter percent (0.25%) of Eligible Purchases for all Accountholders of the Judson
Card for the applicable Royalty Payment Period (provided no party has terminated this
Agreement prior to the expiration of the applicable Royalty Payment Period in which case
the Royalty will be based upon the Eligible Purchases during the period from the
beginning of the applicable Royalty Payment Period to the effective date of the
termination of this Agreement).

c. Andigo will pay to Judson the Royalty for a specific Royalty Payment Period on or before

30 days after the applicable Royalty Payment Period has expired.

d. Andigo shall pay to Judson the Royalty payment via wire transfer to an account

designated by Judson in writing.

23