Service Terms - CHANGE® Visa Prepaid Card

Master Services Agreement Addendum

This Master Services Agreement (“Agreement“) is made by and between Avionte, LLC, a Delaware limited liability company whose principal office is located at 1270 Eagan Industrial Road, Suite 150, Eagan, MN 55121 (“Avionte/CHANGE card,” “we,” “us,” or “our“) and the customer identified on a corresponding Order Form (“Customer,” “you,” or “yours“). Avionte/CHANGE card and Customer may be referred to herein individually as a “Party” and collectively as the “Parties.” This Agreement incorporates the above Order Form (the “Order Form“), the General Terms and Conditions below, and all Addendums and exhibits entered into in connection with or referred to in the Order Form, this Agreement or any applicable Addendum. In the event of any conflict between the terms of this Agreement and the terms of an Addendum, the terms of the Addendum shall control.

General Terms and Conditions

1. Services and Bank Services.

(a) General. The terms and conditions found in this “General Terms and Conditions” section of this Agreement (“General Terms“) apply to all Services. Service-specific terms that are in addition to these General Terms will be found in applicable Addendums.

(b) Bank Services. You understand all bank services are provided to you directly by financial institutions and/or regulated entities (“Bank” or “Banks”) designated by us from time to time. Avionte/CHANGE card DOES NOT RECEIVE, STORE, ACCESS, OR TRANSMIT FUNDS AT ANY TIME. RATHER, Bank will at all times hold and have access to and control over the FUNDS.

(c) Commencement. Unless otherwise set forth in the applicable addenda, the “Commencement Date” of a Service not in effect as of your signing of an Order Form is the date agreed to by the Parties in writing. The Commencement Date may be rescheduled to a new date that is mutually agreed upon in writing by both Parties. Avionte/CHANGE cardmay postpone implementation of a Service if Customer fails to timely provide any required information.

(d) Processing. All data processing, web sites and web applications, report preparation and delivery, data management and any other processing activity are provided by Avionte/CHANGE cardand/or Banks directly or through entities referred to as “Processor” or “Processors,” approved by the Banks.

(e) Avionte/CHANGE cardResponsibilities. Avionte/CHANGE cardhas collaborated with Banks and Processors to define or customize functions and features to enable the Services.During the Term, Avionte/CHANGE card will enable Customer with (i) access to and use of the Services in accordance with these General Terms and the applicable Addendum; and (ii) with standard reporting, if any, associated with use of the Service. Avionte/CHANGE cardshall comply with all laws applicable to Avionte/CHANGE card. Provided, however, that we may delay performance under this Section 1(e) until you have paid all applicable fees when due, as may be required under this Agreement and/or an Addendum. We shall be permitted to subcontract the performance of certain Services to a third party (each a “Subcontractor” such as a Bank, Processor or other entity), provided that we will remain responsible to you in accordance with these General Terms for the Services performed by any Subcontractor (the “Subcontracted Services”) to the same extent as if the Subcontracted Services were performed by Avionte/CHANGE card’s employees. We shall be solely responsible for all payments to any Subcontractor. Unless otherwise agreed and specified in an Addendum, Customer shall not be liable to any Subcontractor for payment of any amounts.

(f) Customer Responsibilities. Customer will: (i) be responsible for monitoring, interpreting, and complying with applicable laws pertaining to Customer’s business and Customer’s use of the Services, including without limitation, those laws relating to clearing house transfers, network associations, electronic funds transfers, labor and employment regulations and privacy and protection of user data (“Legal Requirements”); (ii) except to the extent caused by Avionte/CHANGE card’s gross negligence or willful misconduct or Avionte/CHANGE card’s material breach of the Agreement, assume all risk and liability associated with transactions, including any risk of counterfeit, charged-back or fraudulent transactions; (iii) use each Service in accordance with the terms and conditions of the Agreement and applicable Addendum; (iv) timely deliver any data or other information necessary for the provision of the Service in an electronic form and format approved by Avionte/CHANGE card; (v) be solely responsible for timely procuring any information or cooperation required from its payees or other third parties in order to commence the Service; (vi) have sole responsibility for verifying the accuracy, completeness or authenticity of any data furnished by Customer or a third party; and (vii) be solely responsible for training its employees and representatives to comply with all Legal Requirements.

(g) Changes to Services. Avionte/CHANGE card may change any features, functions, brand, third party provider, or attributes of a Service, or any element of its systems or processes, from time to time, provided that such changes do not (i) increase Customer’s total costs of receiving the Service; or (ii) have a material adverse impact on the functionality or performance of a Service.

2. Additional Obligations of the Parties.

(a) Customer Service Providers. Customer may use an affiliate or third-party in exercising its rights or performing its obligations in connection with this Agreement (each, a “Customer Service Provider”). Customer is solely responsible for the acts and omissions of each Customer Service Provider. Customer will be solely responsible for all payments to any Customer Service Provider. Customer will remain responsible to Avionte/CHANGE card in accordance with these General Terms and the applicable Addendum for the Services performed by any Customer Service Provider to the same extent as if the Services were performed by Customer’s employees.

(b) Compliance with Payment Network Rules. A “Payment Network” means any operator of a payment card network, such as Visa, Discover or Mastercard. Each Party will comply with the applicable rules, by-laws, and standards of any Payment Network (“Payment Network Rules”). In addition, each Party will comply with Payment Card Industry Data Security Standards (“PCI DSS”), to the extent applicable to the Party’s performance of its obligations under these General Terms. Upon Avionte/CHANGE card’s request (no more than once per 12-month period), Customer will verify its compliance with PCI DSS, to the extent applicable, and provide the results of the verification to Avionte/CHANGE card in writing.

(c) Complaints. Customer will catalog and maintain copies of all material third-party complaints received by Customer (including but not limited to, as applicable, chargebacks or alleged unauthorized or erroneous transactions) (collectively, “Complaints”), and responses to Complaints for the period required by Customer’s Legal Requirements or the Bank. Customer will provide Avionte/CHANGE card with a quarterly summary of all such Complaints in a form reasonably acceptable to Avionte/CHANGE card. Avionte/CHANGE cardwill (i) at all times have access to pending and closed Complaints and responses, and (ii) have the right to audit a reasonable number of Complaints. Customer will be responsible for all third-party costs and expenses Avionte/CHANGE card incurs in connection with resolving any Complaints.

(d) Instructions and Reports. Customer will provide Avionte/CHANGE card and/or its designated Subcontractors all materials, information, data, and instructions reasonably required to perform the Services (“Instructions”). Customer’s Instructions will be accurate and complete. Avionte/CHANGE card may rely on Customer Instructions without additional inquiry. Customer will regularly review the Instructions to determine that they are accurate and complete and will promptly notify Avionte/CHANGE card of any changes or errors.

3. Fees and Other Charges.

(a) Fees. Customer will pay Avionte/CHANGE card for all expenditures, fees, additional service fees and special fees, costs and charges (collectively, “Fees”), as described in any schedule, addenda, exhibit, or other written document agreed by the Parties for the Services provided by Avionte/CHANGE card, together with any and all charges on Customer’s account for goods or services purchased by Customer or anyone authorized to use Customer’s account as more particularly detailed in the applicable Addendum. Avionte/CHANGE card reserves the right to modify the Fees applicable to the Services from time to time so long as it provides notice required by applicable law, if any.

(b) Invoice Disputes. Customer may withhold payment of amounts that Customer, in good faith, disputes by providing a written statement to Avionte/CHANGE card at least fifteen (15) days prior to the payment due date. The statement must describe (i) the specific amounts in dispute, (ii) the basis of the dispute, and (iii) include documentation to support Customer’s assertions. A charge will be deemed “undisputed” if Customer does not deliver the written statement within the fifteen (15) day time frame. If Avionte/CHANGE card agrees with Customer’s assertions and adjusts its invoice, then Customer must pay the remaining amounts due (if any) within fifteen (15) days of such resolution.

(c) Taxes. Except for Avionte/CHANGE card’s income tax, Customer will pay, or reimburse Avionte/CHANGE card for, any and all applicable sales, use, excise, franchise or other taxes (collectively, “Taxes”), whether federal, state or local, however designated, which are levied or imposed with respect to Customer’s use of the Services.

4. Fraud. Customer and Avionte/CHANGE card agree to cooperate with each other in preventing and prosecuting any fraudulent activity by employees or personnel of any Party or any third party with respect to the use of and receipt of Services, or otherwise arising in connection with any other relationship between the Parties anticipated by or set forth herein. Avionte/CHANGE card reserves the right to interrupt, suspend, or terminate Services without notice to Customer if Avionte/CHANGE card, in its sole discretion, suspects fraudulent, illegal or abusive activity. Customer agrees to provide, at no cost to Avionte/CHANGE card, any and all documentation and information as Avionte/CHANGE card may request, including but not limited to affidavits and police reports. Failure to provide reasonable cooperation shall result in Customer’s liability for all fraudulent usage of Services.

5. Intellectual Property. Except as expressly provided herein, this Agreement does not grant either Party any right, title, interest, or license (express or implied) to any patent, trademark, service mark, copyright, trade secret or proprietary right associated with, on the part of Avionte/CHANGE card, the Services, or, on the part of either Party, applications or business methods of the other party (or those of such Party’s affiliates) required or provided in connection with the Services (whether owned or licensed by such party or its affiliates or a third party); or arising from Avionte/CHANGE card or its affiliates’ research and development activities. Avionte/CHANGE card may use Customer’s name in publicity indicating that Customer and Avionte/CHANGE card have entered into a contractual relationship. Notwithstanding the foregoing, Customer understands that Avionte/CHANGE card may use the Company’s name, logo trademarks and/or the statements of Company and Company’s employees regarding the Services (“Testimonials”) in connection with print and online promotional, marketing, and advertising efforts for the Program and/or Avionte/CHANGE card (the “Purpose”). Customer consents Avionte/CHANGE card’s use of the Testimonials, including Customer’s name and its logo and trademarks in connection with the Purpose provided such use is solely to identify the Customer as the recipient of the services and/or products described in the Testimonials. Customer waives any right that it may have to inspect or approve the Testimonials or the materials that incorporate the Testimonials. Customer understands that it will not own any rights in the Testimonials and shall not have the right to enjoin the development, production, distribution or exploitation of the Testimonials.

6. Bank Oversight. The Parties understand that under applicable law Bank is responsible for monitoring and enforcing the regulatory compliance of the Services. Thus, the Services are subject to the initial and ongoing approval and supervision of Bank. Avionte/CHANGE card will be responsible for submitting Services requests and approvals to Bank. Avionte/CHANGE card does not make any representations, warranties, or covenants to Customer with respect to Avionte/CHANGE card’s ability to obtain approvals from Bank. Customer acknowledges that Bank may withdraw its acceptance and approval of the provision of the Services to Customer if Customer breaches these General Terms or if circumstances arise that pose material and undue risks to the Bank. Avionte/CHANGE card or Bank may establish parameters for the Services, including with respect to the types of transactions that may be initiated, the businesses at which Services may be used, restrictions on the amounts and velocity of Service transactions, customer verification requirements, and other parameters (collectively, the “Parameters”), which Parameters may be modified from time to time by Avionte/CHANGE card or Bank upon notice to Customer. Customer agrees to adhere to the Parameters.

7. Confidentiality.

(a) Confidential Information. “Confidential Information” means Personal Information, as defined below, and all data or information that is competitively sensitive material and/or not generally known to the public; including, but not limited to, information which is marked confidential or proprietary, customer lists, technology, inventions, systems, operations, facilities, products, services, discoveries, ideas, concepts, research, development, processes, operating procedures, marketing, business and development plans, pricing, policies and financial information. Confidential Information does not include information which: (i) is or becomes part of the public domain through no fault of the receiving Party; (ii) was already known to the receiving Party prior to its disclosure; (iii) is lawfully obtained from a third party without obligations of confidentiality; or (iv) is independently developed by the receiving Party without reference to any Confidential Information of the disclosing Party.

(b) Disclosure and Use Restrictions. Neither Party will disclose, reproduce, transfer or use the other Party’s Confidential Information; provided, however, that either Party may disclose Confidential Information to the extent it must be communicated in response to a valid law, regulation or court order, provided the receiving Party uses reasonable efforts to notify the disclosing Party prior to disclosure (unless such notification is prohibited by law, regulation or court order) so the disclosing Party may seek a protective order, at its sole cost and expense, or otherwise prevent or limit such disclosure.

(c) Information Security. Customer is responsible for: (i) the security of any non-public or personally identifiable information (“Personal Information”) on the systems under its control; and (ii) data security issues arising from its systems, or directly resulting from its use of third-party vendors or subcontractors (if any) in connection with the Services. Personal Information will also include any nonpublic personal information of a consumer, each as defined by Section 6809 of the Gramm-Leach-Bliley Act. Customer will maintain information security practices designed to (1) ensure the security and confidentiality of Confidential Information and Personal Information, (2) protect against anticipated threats or hazards to the security and integrity of Confidential Information and Personal Information, (3) protect against unauthorized access to or use of Confidential Information and Personal Information, (4) prevent unauthorized access to or use of Avionte/CHANGE card’s system through Customer’s systems, and (5) prevent unauthorized access to or use of Customer’s own systems (collectively, a “Security Breach”).

(d) Security Breach. Customer is solely responsible for the security of its systems and use of Confidential Information. Customer agrees that in the event there is a Security Breach resulting in unauthorized access, loss or disclosure of the Personal Information or other Confidential Information, Customer will promptly (within 24 hours) notify us and Bank of such breach, the nature of such breach, and the corrective action taken to respond to the breach and, upon three (3) Business Days prior written request, will provide access to us or Bank to investigate such breach. Customer agrees that the payment of losses and fines relating to such breach (including, without limitation, any fines assessed by any other regulatory authority) incurred as a result of confidentiality or data breach and the cost of identity theft protection services (if required by law) for affected persons are direct damages. In our sole discretion, we may take any action to maintain the integrity and security of the Services or Confidential Information, or to prevent harm to you, us, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.

(e) Equitable Relief. Avionte/CHANGE card and Customer agree there is no adequate remedy at law for a breach of this Section 7 (Confidentiality). A breach of this Section 7 will cause irreparable harm such that the non-breaching Party will not have an adequate remedy at law; and, therefore, the non-breaching Party will be entitled to seek injunctive relief (without posting a bond or other security) against the breaching Party in addition to any other rights or remedies available at law or in equity.

8. Representations and Warranties.

(a) Customer Representations and Warranties. Customer represents and warrants to Avionte/CHANGE card the following.

i. Customer’s use of the Services will not violate any agreement or obligation between Customer and any third party.

ii. Customer will use the Services in compliance with Legal Requirements.

iii. Customer has obtained and is in compliance with all requirements and conditions of all licenses, permits, memberships, consents and authorizations from all Regulatory Authorities, if any, required to enter into and perform its obligations under this Agreement.

iv. No information delivered by Customer to Avionte/CHANGE card under this Agreement will infringe on any copyright, patent, trade secret or other proprietary right held by any third party or constitutes a violation of Legal Requirements.

v. When executed and delivered by Customer, this Agreement will constitute the legal, valid, and binding obligation of Customer, enforceable in accordance with its terms and no consent or approval of any third party is required for the valid execution, delivery and performance of this Agreement by Avionte/CHANGE card.

vi. Customer will only provide access to the Services and Confidential Information to those employees or subcontractors of Customer who have a need to know and only to the extent necessary to enable Customer to use the Services in accordance with this Agreement and will take reasonable steps to ensure that its employees and subcontractors only access and use the Services and Confidential Information in the exercise of their official duties.

vii. All other of Customer’s representations and warranties provided to Avionte/CHANGE card in contemplation of this Agreement (including attached Addendum) are materially true and accurate.

viii. Except as otherwise disclosed in writing by Customer to Avionte/CHANGE card, there is not pending or threatened against Customer, any litigation or legal proceeding of any kind, including without limitation, any judicial, tax, administrative or arbitration proceeding, which if adversely determined could reasonably be expected to materially and adversely affect Customer’s business, continuing operation, or ability to perform its obligations under this Agreement.

(b) Avionte/CHANGE card Representations and Warranties. Avionte/CHANGE card represents and warrants to Customer the following

i. It has the authority to enter into this Agreement and enable the Services required of it hereunder.

ii. The Services comply with the Legal Requirements and will be performed in a professional manner consistent with industry practices.

iii. When executed and delivered by Avionte/CHANGE card, this Agreement will constitute the legal, valid, and binding obligation of Avionte/CHANGE card, enforceable in accordance with its terms.

9. Disclaimer of Warranties and Limitation of Liability.

(a) Disclaimer. Except as otherwise provided herein, we disclaim all warranties, express or implied, in connection with the Services, and any such warranties are hereby expressly excluded. We do not warrant that the Services shall be error free or that the use of the Services shall be uninterrupted. YOU WAIVE ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. All SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE.”

(b) Limitation of Liability. ANY PROVISION IN THIS AGREEMENT OR ANY OTHER AGREEMENT TO THE CONTRARY NOTWITHSTANDING, AVIONTE/CHANGE CARD SHALL ONLY BE LIABLE FOR DAMAGES SOLELY AND PROXIMATELY CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND AVIONTE/CHANGE CARD’S LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF (i) CUSTOMER’S ACTUAL DAMAGES OR (ii) THE TOTAL FEES PAID BY CUSTOMER TO AVIONTE/CHANGE CARD FOR THE SERVICES FOR THE PERIOD OF SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE ALLEGED GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT SHALL AVIONTE/CHANGE CARD BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, LOSSES OR INJURIES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF, OR RELATED TO, THE USE BY CUSTOMER OF THE SERVICE EVEN IF AVIONTE/CHANGE CARD HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR INJURIES.

10. Indemnification. You agree to defend, indemnify and hold harmless Avionte/CHANGE card, Processors and Banks and their affiliates, subsidiaries, officers, directors, agents, employees, and suppliers (collectively, “Avionte/CHANGE card Indemnitees”) from any third party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs, or expenses (including reasonable attorneys’ fees and other litigation expenses) arising from: (a) your violation of this Agreement; (b) your access or use of the Services or Bank services under this Agreement; (c) your negligence or misconduct; (d) any data breach of Confidential Information or Personal Information, and/or (e) your actual or alleged violation of any third party rights or any Legal Requirements.

11. Term. This Agreement will commence on the Effective Date and remain effective until the earlier of the date when (i) either Party terminates the Agreement as set forth in this Section 11, or (ii) all Services terminate or expire under the then-current Order Form. The initial service term and any renewal terms shall be set forth in an applicable Addendum and shall be reflected in the Order Form. The initial service term and any renewal term shall be collectively defined as the “Term.”

(a) Event of Material Failure and Termination of Agreement. Either Avionte/CHANGE card or Customer, as the non-defaulting Party, shall have the right to terminate this Agreement upon the occurrence of one or more of the following events.

i. Failure by the other Party to observe or perform, in any material respect, that Party’s material obligations to the other Party under this Agreement, so long as the failure is not due to the actions or failure to act of the terminating Party, but only if the failure continues for a period of (A) thirty (30) days after the non-performing Party receives written notice from the other Party specifying the failure in the case of a failure not involving the payment of money, or (B) ten (10) days after the non-performing Party receives written notice from the other Party specifying the failure in the case of a failure to pay any amount then due hereunder; provided, however, that either Party, in its sole discretion, may terminate this Agreement without such a cure period if a substantially similar material failure has previously occurred on two (2) occasions within the prior twelve (12) months.

ii. Making of a warranty, representation, statement or response in connection with this Agreement that was untrue in any material respect on the date it was made.

iii. The non-terminating Party (A) voluntarily or involuntary (and such involuntary petition or proceeding is not dismissed within sixty (60) days) commences (or is the subject of, as the case may be) any proceeding or filing of any petition seeking relief under Title 11 of the United States Code or any other Federal, state or foreign bankruptcy, insolvency, liquidation or similar law, (B) applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Party or for a substantial part of its property or assets, (C) makes a general assignment for the benefit of creditors, (D) commences the winding up or liquidation of its business or affairs, or (E) takes corporate action for the purpose of affecting any of the foregoing.

iv. Upon material change to, enactment of, or material change in interpretation or enforcement of any law, interpretative guidance or policy statements which would have a material adverse effect upon such Party’s ability to perform its obligations under this Agreement or an Addendum, provided, however, that the Parties, upon written request from the non-terminating Party, will first meet in good faith for a period of thirty (30) days, if allowed by an applicable regulatory authority, to negotiate changes to this Agreement or an Addendum that would resolve the concerns of the terminating Party.

v. Violation by a Party of any material Legal Requirement relating to the performance of this Agreement or an Addendum.

vi. Upon direction from any regulatory authority to either Party to cease or materially limit performance of the rights or obligations under this Agreement or an Addendum or the inability to obtain any required regulatory approvals.

vii. Should a Bank notify Avionte/CHANGE card that based on their sole discretion they are unable to provide Services and Avionte/CHANGE card is unable to secure an alternative Bank it deems acceptable.

(b) In addition to any other remedies available to Avionte/CHANGE card under this Agreement, Customer agrees that should any material failure occur or should Avionte/CHANGE card , in its reasonable discretion, or a regulatory authority, determine Customer may be subject to undue risk of privacy or Security Breach, fraud, illegal activity or money laundering, Avionte/CHANGE card may, without notice, suspend entirely the Services including any aspect or function of the Bank services until Avionte/CHANGE card , Bank or the regulatory authority has had a reasonable opportunity to investigate or resolve such event or activity.

Notwithstanding the foregoing, Avionte/CHANGE card shall be entitled at any time, upon at least ninety (90) days prior written notice to Customer, to terminate Avionte/CHANGE card’s offering of any portion of the Services so long as such Services are not material to the Agreement. Such termination will not affect or impact any other Services implemented hereunder.

(c) Effect of Termination and Transition Assistance.

i. General. Termination or expiration of this Agreement shall not preclude either Party from pursuing other remedies available to it, including injunctive relief, nor shall such termination or expiration relieve either Party’s obligation to pay all fees or charges that have accrued under this Agreement.

ii. Transition Services. If this Agreement is terminated for any reason except non-payment of Fees, or upon the direction of a Bank or regulatory authority, Avionte/CHANGE card will provide commercially reasonable efforts to transition Customer to a subsequent services provider.

iii. Early Termination Fee. In the event Customer terminates this Agreement or any applicable Addendum for a reason not set forth in this Section, prior to the end of the Initial Service Term or during any subsequent renewal term, Customer shall be obligated to immediately pay Avionte/CHANGE card , as liquidated damages and not as a penalty, an early termination fee equal to the amount of remaining fees left on the then-current Term. Such early termination fee shall be presumed to be the amount of damages sustained by Avionte/CHANGE card as a result of such early termination and Customer agrees that it is reasonable under the circumstances.

iv. No Public Statements. In no event will any Party make any public statement or customer communication regarding the termination or wind-down of this Agreement, or any Bank services without the express prior written approval of Avionte/CHANGE card , Bank, and Customer, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Customer agrees that Avionte/CHANGE card may communicate the termination or expiration of this Agreement with Bank and any other party that Customer has contracted with to provide any marketing or other service with regard to the Bank services.

12. Miscellaneous.

(a) Amendments. Avionte/CHANGE card reserves the right to modify from time to time the terms of this Agreement upon thirty (30) days’ prior written notice to Customer unless such modifications are to benefit Customer or relate to new services. Avionte/CHANGE card may modify the Services provided hereunder at the request of Bank or otherwise as may be necessary from time to time upon written notice to Customer. In the event Customer reasonably determines such modifications are materially adverse to Customer’s services, Customer may terminate this Agreement by providing Avionte/CHANGE card notice thereof within thirty (30) days of Customer’s receipt of such notice. Customer shall be deemed to have approved and accepted such modifications unless Avionte/CHANGE card receives Customer’s written notice of termination within such 30-day period. No other modifications to this Agreement, and no modification to the Term or Fees payable hereunder, shall be valid unless signed in writing by Customer and Avionte/CHANGE card .

(b) Waiver. We may at any time and in our sole discretion delay or waive enforcing any of our rights or remedies under this Agreement or under Legal Requirements without losing any of such rights or any other rights or remedies. Even if we do not enforce our rights or remedies at any specific time, we may enforce them at a later date. For example, we may accept late payments or payments that are marked “payment in full” or with other restrictive endorsements without losing any of our rights under this Agreement or applicable law.

(c) Notice. Any notice required hereunder shall be given by first class U.S. Mail, postage prepaid, by receipted hand delivery, electronically or by any other means agreed upon by both Parties at the address set forth on the Order Form. If any notice instructions are given, the provisions of such shall govern the method and location for giving notice. Any notice mailed shall be presumed received on the third business day after mailing thereof.

(d) Force Majeure. No Party shall be liable to the other Party, nor deemed to have defaulted under or breached this Agreement, for failure to perform or delay in performing its obligations hereunder when and to the extent that such Party’s failure or delay is caused by or results from a Force Majeure Event. The Party suffering a Force Majeure Event shall give notice to the other Party stating the period of time the occurrence is expected to continue and shall use all diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Events are minimized.

(e) Assignment. Customer may not transfer, assign, or delegate this Agreement or any of its rights, obligations, or duties hereunder. Avionte/CHANGE card may transfer or assign this Agreement or any of its rights, obligations, or duties hereunder at any time.

(f) Independent Contractors. Customer and Avionte/CHANGE card are independent entities, and this Agreement does not create any partnership, agency, or employment relationship between Customer and Avionte/CHANGE card . Each Party may not attempt to represent, warrant, or obligate the other Party to any commitment with any third party. You also understand and agree that Avionte/CHANGE card and Bank are independent contractors with respect to each other in performing their respective obligations under their respective agreements with you and each other. Nothing in this Agreement shall be deemed, nor shall it cause, Avionte/CHANGE card and Bank to be treated as partners, joint venturers, or otherwise as joint associates for profit. Neither Avionte/CHANGE card nor Bank shall have any liability to you for the performance or nonperformance by, or the actions or omissions of, the other.

(g) No Other Third-Party Rights. This Agreement is intended for the exclusive benefit of Customer, Avionte/CHANGE card , and Bank, and is not intended to benefit any third party.

(h) Interpretation. The Parties agree that the Parties have carefully reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities be resolved against the drafting Party shall not be employed in the interpretation of this Agreement. The section headings contained in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.

(i) Severability. In the event that any part of this Agreement is deemed by an arbitrator, a court, regulatory authority or other public or private tribunal of competent jurisdiction to be invalid or unenforceable, such provision shall be deemed to have been omitted from this Agreement. The remainder of this Agreement shall remain in full force and effect and shall be modified to any extent necessary to give such force and effect to the remaining provisions, but only to such extent.

(j) Choice of Law. This Agreement shall be governed by and construed in accordance with the laws (excluding conflict of laws rules) of the State of Minnesota, and the obligations, rights and remedies of the Parties hereunder shall be determined in accordance with such laws.

(k) Arbitration. Any controversy or claim arising out of or relating to this Agreement and/or any Addendum, as well as any extension or modification thereof, shall be settled by arbitration administered by the American Arbitration Association (the “Association”), conducted on a confidential basis, under the then current Commercial Arbitration Rules including the Optional Rules for Emergency Measures of Protection, strictly in accordance with the terms of this Agreement and the substantive law of the State of Minnesota. The arbitration shall be held in Dakota or Hennepin County, Minnesota. Unless otherwise agreed, the arbitration decision shall be issued within 30 days after the date of closing of the arbitration hearing. The arbitrators may grant any remedy or relief that could otherwise be awarded under the law. The award rendered by the arbitrators may be entered and enforced in any court of competent jurisdiction. The parties will jointly pay arbitration costs pending a decision by the arbitrators. The losing party will pay the costs of the arbitration and the reasonable legal fees and expenses of the prevailing party, as determined by the arbitrators.

(l) Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, THE ORDER FORM, ANY ADDENDUM OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(m) Insurance. Customer will maintain, throughout the Term, insurance coverage in the amounts and with companies having A.M. Best ratings of “A” or better with in such amounts and covering such risks as are usually insured against by similar companies engaged in the same or a similar business and with minimum coverage with limits as detailed in Order Form or as agreed between the Parties including an appropriate insurance policy or policies providing coverage in the event of its loss of confidential data, including Personal Information, the limit of which will be no less than one million dollars ($1,000,000) aggregate. Bank or Avionte/CHANGE card may, in its commercially reasonable discretion, require an increase in such insurance coverage if it can reasonably demonstrate that such coverages are inadequate for the risks covered thereunder. Upon request of Avionte/CHANGE card , Customer will deliver a copy of each insurance policy to Avionte/CHANGE card . Each insurance policy will be carried in the name of Customer. A copy of each policy, and any certificates of insurance evidencing the existence of such policy, will be provided to the other party promptly following such party’s written or e-mail request. Customer will promptly provide notice to Avionte/CHANGE card in the event of any notice of nonrenewal or cancellation, lapse, or termination of any insurance coverage required under this Agreement.

(n) Entire Agreement. The Agreement, including the Addendums, constitutes the complete and exclusive statement of the agreement between the Parties with respect to the Services, and supersedes any prior or contemporaneous proposal, understandings, discussions or agreements between the Parties with respect to the Services.

(o) Survival. Notwithstanding any other provision of this Agreement, the representations, warranties, covenants and indemnities of or by either Party contained herein or in any certificate, document or instrument delivered pursuant to this Agreement, including, shall survive the termination of this Agreement. In addition, any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and assigns.

(p) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

IN WITNESS WHEREOF, the Parties have caused this Master Services Agreement to be executed and agreed to by their duly authorized representatives through execution of the Avionte/CHANGE card order form.

Payroll Card Services Addendum

This PAYROLL CARD SERVICES ADDENDUM (“Addendum”) is entered into by and between Avionte/CHANGE card , LLC, a Delaware limited liability company whose principal office is located at 1270 Eagan Industrial Road, Suite 150, Eagan, MN 55121 (“Avionte/CHANGE card ,” “we,” “us,” or “our”) and the customer identified on the corresponding Order Form (“Customer,” “you,” or “yours”). Avionte/CHANGE card and Customer may be referred to hereafter individually as a “Party” or collectively as the “Parties.”

Whereas, the Parties have entered into and are bound by that certain Master Services Agreement, including the General Terms and Conditions therein, providing for the provision by Avionte/CHANGE card of various services to Customer (the “Agreement”);

Whereas, Avionte/CHANGE card provides services (“Services”) to support a payroll card program (the “Program”);

Whereas, the Program is sponsored by and subject to the approval and principal oversight of the bank issuer (“Issuing Bank”) of the stored value payroll card accounts (each, a “Card Account”);

Whereas, Customer desires to engage Avionte/CHANGE card to provide the Services for the benefit of Customer and Customer’s employees who wish to receive payroll and related payments via a Card Account (each, a “Cardholder”); and

Whereas, Avionte/CHANGE card is willing to provide the Services in accordance with the Order Form, the Agreement and this Addendum;

Now, therefore, and in consideration of the promises and undertakings set forth in the Order Form, Agreement and this Addendum, the Parties agree as follows:

1. Avionte/CHANGE card Obligations and Representations.

1.1. Program. Avionte/CHANGE card agrees to coordinate the issuance of Card Accounts by the Issuing Bank with one or more of the features (“Card Features”) as set forth in an agreement between Cardholder and Issuing Bank (“Cardholder Agreement”). Card Features will be subject to applicable fees and availability of Cardholder funds as outlined in the Cardholder Agreement. Customer acknowledges that the Cardholder Agreement is between Cardholder and Bank and is subject to change and modification as provider in the Cardholder Agreement.

1.2 Enhancements. Avionte/CHANGE card may from time to time implement new features (e.g. reward programs, etc.) or functional improvements, additions or modifications (each an “Enhancement(s)”) in support of or related to the functionality of the Program. Avionte/CHANGE card may notify and/or communicate to Customer and/or Cardholders, if applicable, of the availability of any Enhancements and of any changes that may be required to the Program, fees and/or Cardholder Agreement, in order for Customer or Cardholders to utilize such Enhancements. Neither Customer nor Cardholders will have any right, title or interest to any Enhancements developed by Avionte/CHANGE card , or to any intellectual property or proprietary rights therein.

1.3 Materials. Avionte/CHANGE card shall provide Customer with enrollment materials to be provided to each Cardholder, including (a) a copy of the Cardholder Agreement; (b) the Issuing Bank privacy policy; (c) notice required under the USA PATRIOT Act of 2001; and (d) any other information and materials required by Issuing Bank or Avionte/CHANGE card from time to time. Customer will use only the materials, procedures and information provided or approved by Avionte/CHANGE card in promoting and implementing the Program.

2. Customer Obligations and Representations.

2.1 Eligibility. Customer is duly registered and legally authorized to do business in the States where it does business and shall remain in good standing throughout the term of this Addendum. Customer is the employer of record for all Cardholders that will be issued Cards under this Addendum and each Card is to be used only for payroll deposit purposes to compensate employees for wages, pension payments, commissions, other earnings or reimbursement of legitimate business expenses.

2.2 Accuracy of Information. Customer represents, warrants, and covenants that all information, provided by Customer or its representatives to Avionte/CHANGE card in connection with the Program is true, accurate and complete. Customer agrees that Avionte/CHANGE card and Issuing Bank may rely on and have no obligation to verify such data.

2.3 Employee Verification. Customer will take all steps required by law to verify the identification of its employees at the time of their employment and prior to a Card Account being issued and will maintain on file a completed Form I-9 as published by the Internal Revenue Service for each Cardholder. Customer understands that Avionte/CHANGE card and Issuing Bank are relying on the Form I-9 verification procedures of Customer to fulfill the obligation of Avionte/CHANGE card and Issuing Bank to verify the identification of Cardholders under the provisions of the USA PATRIOT Act of 2001.

2.4 Employee Documents to Avionte/CHANGE card . Customer will timely furnish to Avionte/CHANGE card or Issuing Bank any and all information and materials, including copies of Form I-9 information or identifying information supplied during the employment process, such as driver’s license numbers, that Avionte/CHANGE card or Issuing Bank shall, from time to time, reasonably request. Customer shall maintain such information regarding each Cardholder, including copies of all identification documentation presented, for a period of five (5) years following the closure date of each Card Account. Customer will take such action as Avionte/CHANGE card , from time to time, reasonably requests in order to further the purposes of this Addendum and to ensure that all matters contemplated hereby will comply with all applicable statutory, regulatory, or other legal requirements.

2.5 Avionte/CHANGE card Documents To Employees. Unless otherwise designated by Avionte/CHANGE card , Customer will provide each Cardholder with: (a) a copy of the Cardholder Agreement; (b) the Issuing Bank privacy policy; (c) the notice required under the USA PATRIOT Act of 2001; (d) disclosures as may be required by applicable law and regulation and other materials; and (e) any other disclosures, information and materials provided by Issuing Bank or Avionte/CHANGE card from time to time.

2.6 Offer Options To Receive Payroll Funds; Employee Consent. Customer agrees that the Program shall not be the sole and exclusive manner for receipt by its employees of payroll funds, but rather, Customer will offer direct deposit to a demand deposit account at a financial institution of the employees’ own selection and payment by check as alternatives to the Program for receipt of payroll funds. Receipt of payment by the Card Account may not be a condition of employment by Customer. Customer is responsible for obtaining employee consent, written and/or verbal, to authorize payment by payroll card, as required by law and shall be responsible for complying with all applicable law that governs the employment relationship and the payment of wages generally, such as the amount of wages, lawful deductions, and pay periods.

2.7 Rights to Inspect; Financial Information. Customer agrees that Avionte/CHANGE card and regulatory authorities which have jurisdiction over Avionte/CHANGE card or Issuing Bank shall have the right to audit and inspect Customer’s books and records related to the Program and Customer’s performance of its obligations with respect thereto, including: (a) any of Customer’s records pertaining to the set-up of employees for participation in the Program; and (b) the identity verification documents. In addition, Customer agrees to furnish to Avionte/CHANGE card or Issuing Bank current financial statements and other information pertaining to Customer’s operating results and business or financial condition as well as other ownership details in order to comply with due diligence procedures of Issuing Bank. Customer agrees to fully cooperate with any request by Issuing Bank and any third parties acting as Issuing Bank’s authorized third-party auditors (“Auditing Parties”) to review the Services, including providing any information or material lawfully requested by the Auditing Parties and permitting the Auditing Parties to inspect or audit the Services in accordance with applicable law.

2.8 Notification of Communication From Regulatory Authorities. In the event a communication from a governmental authority regarding the Program is received by Customer: (1) Customer shall promptly notify Avionte/CHANGE card ; (2) Avionte/CHANGE card and/or Issuing Bank shall commence a review of the communication and create a response to the communication and/or arrange a conference with the governmental authority from which such communication was received, subject to Customer’s ongoing cooperation; and (3) Avionte/CHANGE card and/or Issuing Bank shall design and execute an action plan in response to the communication and/or as a result of communications or discussions with the governmental authority and provide Customer with ongoing status reports in connection with the same, which such action plan may include, if commercially reasonable, modifications to the Program.

2.9 Provisions Assigned. Customer acknowledges and agrees that Avionte/CHANGE card and its successors and assigns are entitled to enforce each of the provisions hereof against Customer, including in equity and in law as if it or they were a party hereto. Except for the foregoing, this Agreement is entered into solely for the benefit of Avionte/CHANGE card and Customer and will not confer any rights upon any other persons not expressly a party to this Agreement including Cardholders or employees of Customer.

2.10 Card Handling. Card inventory in the possession of Customer shall be stored and safeguarded in compliance with Avionte/CHANGE card’s Card Security Guidelines, a copy of which are attached as Schedule A.

2.11 Exclusivity. Avionte/CHANGE card shall be the exclusive provider of Customer’s payroll card services starting on the later of (i) the effective date of this Addendum and (ii) the date that an Exclusivity Restriction is no longer in force and effect and ending on the last day of the Term. For purposes of this Addendum, “Exclusivity Restriction” means any third-party contractual obligation of Customer that restricts or prohibits Customer from transitioning all payroll card services to Avionte/CHANGE card .

3. Cardholder Requirements. Avionte/CHANGE card and the Issuing Bank will only issue Card Accounts under the Program to Customer’s employees who (i) wish to receive compensation by Card Account, (ii) apply and qualify for a Card Account under Avionte/CHANGE card’s and the Issuing Bank’s pre-approval policies and requirements, which are subject to change in the discretion of Avionte/CHANGE card and the Issuing Bank, and (iii) agree and comply to the Cardholder Agreement. Customer acknowledges and agrees that issuance of Card Accounts to Cardholders is in Avionte/CHANGE card’s and Issuing Bank’s discretion and is subject to industry and regulatory standards, and that Cardholders may not satisfy initial or ongoing validation criteria, may be denied a Card Account or may have an issued Card Account cancelled.

4. Customer Funding. On or before Customer’s regularly scheduled paydays, Customer shall fund Card Accounts by direct deposit of wages, salaries, bonuses, reimbursements, incentives and other funds payable to Cardholders by Customer through standard Automated Clearing House (ACH) to the Issuing Bank following Avionte/CHANGE card’s and Issuing Bank’s procedures or by such other method as approved or directed by Avionte/CHANGE card and Issuing Bank. ACH funding errors made by Customer to a Card Account and all adjustments to ACH deposits shall be made using an offsetting ACH adjustment when possible. In the event funding errors cannot be corrected through an ACH adjustment, the correction must be handled (adjusted) exclusively by the Customer and the Cardholder outside the Program; Customer shall make all reasonable efforts to contact the affected Cardholder to notify of them of the error and the impending resolution. Correcting ACH adjustments shall be originated through Customer’s ACH service provider. Customer acknowledges and agrees that Avionte/CHANGE card does not hold Cardholder funds and is not licensed as a money transmitter as defined by the U.S. Department of the Treasury and cannot move or reverse funds or otherwise make corrections for Customer. Along with each transfer of funds by Customer to Avionte/CHANGE card , Customer shall provide, in the format specified by Avionte/CHANGE card the identity of, and the amount of such funds due to, each Cardholder (“Disbursement Detail”). Neither Avionte/CHANGE card nor Issuing Bank shall have any obligation to make any funds available to Cardholders for whom the Disbursement Detail is missing or incomplete or if records indicate that insufficient funds are available to complete a transaction.

5. Other Products and Services. During the Term and subject to the terms and conditions of applicable laws, Avionte/CHANGE card and/or Issuing Bank may offer to Cardholders other financial or non-financial products or services, including without limitation: (i) products and services that will be integrated into the Card Accounts offered under the Program (such as rewards or consumer good purchasing programs); (ii) other card programs and products that may require the issuance of new card accounts to a Cardholder; and (iii) other products and services.

6. Representations, Warranties and Covenants of Customer. Customer will be solely responsible for compliance with all federal, state and local laws, rules and regulations relating to payroll compensation and employment matters including without limitation withholding and timely remittance of all taxes related thereto and timely delivery of all payroll information to Cardholders; and Customer shall not offer or distribute a card or Card Account to any person or party who is not an employee of Customer.

7. Term and Termination.

7.1. Term. This Addendum shall be for a term of three years from the Effective Date (the “Initial Term”) and shall convert thereafter to consecutive one-year terms unless cancelled by either Party in writing upon no less than 30-day notice before the end of the then-current term. The Initial Term and all renewal terms are referred to collectively herein as the “Term.”

7.2. Early Termination. This Addendum may be terminated in accordance with and for any of the reasons set forth in Section 11 of the General Terms. In addition, this Addendum may be terminated immediately by either Party: (i) if the card networks prohibit the Program; (ii) the Issuing Bank ceases to provide services to Avionte/CHANGE card necessary for the continuation of the Program; or (iii) if, in the reasonable judgment of the other Party, applicable laws, rules or regulations prohibit the Program or materially increase the regulatory burden of continuing the Program.

7.3. Discontinuation. Avionte/CHANGE card reserves the right to decline to commence a Program for Customer in its sole discretion or discontinue the establishment of Card Accounts if determined in its or Issuing Bank’s sole discretion to be inconsistent with safe and sound banking practices. If Avionte/CHANGE card discontinues the establishment of Card Accounts under this Addendum, Customer shall have the right to terminate this Addendum immediately.

7.4. Fraudulent Use. Either Party may immediately terminate this Addendum in the event that the other engages in any illegal, fraudulent or unauthorized use of the Program or Card Accounts.

7.5. Survival. Upon termination of this Addendum, Avionte/CHANGE card and Issuing Bank shall maintain the right to service existing Cardholders under the terms and conditions of the Cardholder Agreement. Customer shall continue to maintain its obligations under Section 2.4.

8. Claims and Liability. IN NO EVENT SHALL AVIONTE/CHANGE CARD BE LIABLE TO CUSTOMER, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR INDIRECT, CONSEQUENTIAL, ADDITIONAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY OTHER PERSON ARISING OUT OF PERFORMANCE OR NONPERFORMANCE UNDER, OR OTHERWISE ARISING IN CONNECTION WITH, THIS ADDENDUM OR ITS INDEMNIFICATION PROVISIONS, EVEN IF AVIONTE/CHANGE CARD HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. AVIONTE/CHANGE CARD DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE PROGRAM OR CARDS WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Indemnification. Customer agrees to indemnify and hold Avionte/CHANGE card and its affiliates, owners, parent companies, subsidiaries, officers, directors, employees, representatives and agents harmless from any and all claims, damages, losses or liabilities (including attorneys’ fees and costs) arising out of the acts or omissions of Customer and its employees, representatives and agents, including without limitation: (i) loss of card inventory in Customer’s possession, custody or control; (ii) Customer’s, its employees’, representatives’ and agents’, failure to comply with all federal, state, and local laws and regulations applicable to its activities; and (iii) any and all breaches by Customer of this Addendum.

10. Fees and Charges. Customer acknowledges that certain fees and charges are to be paid by Cardholders, if allowed by applicable law, and that such fees and charges shall be set forth as part of the Cardholder Agreement. The current Program fees for Cardholders are set forth in Schedule B hereto. Avionte/CHANGE card and Issuing Bank reserve the right to change the fees with appropriate prior written notice to Cardholders, if required.

11. Supplement to Master Services Agreement. This Addendum is a supplement to the Order Form and Agreement entered into by and between the Parties, all of which shall be read and construed as one agreement. However, in the event of any conflict between the terms of this Addendum and the terms of the Agreement, the terms of the Addendum shall control.

12. Counterparts and Electronic Copies. This Addendum shall be affixed and made a part of the Order Form and the Agreement and may be executed in counterparts and delivered by electronic means such as, but not limited to facsimile or scanned e-mail, and all such counterparts and methods shall constitute one and the same document. IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly authorized representatives by execution of the order form between the Parties.

Security Guidelines

Exhibit A

Security Requirements for the Storage of Prepaid Cards

The security requirements in this document are based on policies and guidelines developed by the Payment Networks and industry best practices. These requirements must be implemented at all locations that store and distribute instant-issue card products.

Card Ordering
Card orders will be shipped to the designated locations by Avionte/CHANGE card or its assignees by bonded and approved carrier. Card orders must be signed for upon arrival. All cards must be placed at the time of receipt into inventory in a secured storage area. An employee designated by management should be appointed to ensure the physical and procedural security policies are implemented.

Card Inventory

Physical security of the cards in inventory must be maintained at all times. Cards must be stored in a controlled environment, such as a safe or locked storage device, with access limited to employees who have successfully passed background screening checks.

An inventory log must account for the number of cards received, cards used, cards spoiled (cards that cannot be used due to damage, tampering or expiration) and remaining cards that should balance to the number of cards on hand at any time. An explanation of spoilage should be included on the log. Any inventory discrepancy must be reported to Avionte/CHANGE card as soon as detected.

Card Destruction

Avionte/CHANGE card may request return of unused cards in inventory for destruction for any of the reasons listed below.

1. Cards are compromised or tampered with;

2. Card stock expired;

3. Cards are damaged or defective;

4. Program is terminated.

Cards to be returned should be securely packaged. A copy of the inventory log should be included in the shipment. A second copy of the inventory log should be transmitted to Avionte/CHANGE card electronically.

Alternatively, the location may destroy any defective or damaged card and certify its destruction by maintaining a detailed inventory log, and destroying the cards using a cross cut shredder that creates pieces no larger than ¼ “ by ½” in size. A certified report of destruction outlined in Exhibit B, attached hereto and incorporated herein by this reference must be submitted to Avionte/CHANGE card on a monthly cycle even if no cards were destroyed in that period.