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Updated 04/11/2025
WEX FIELD SERVICE MANAGEMENT SOFTWARE LICENSE AND TERMS OF USE
This Software License and Services Terms of Use (“Agreement”), effective as of the date of your electronic signature
(the “Effective Date”), is made and entered into by and between Payzer, LLC, a Delaware Limited Liability Company
(“we,” “us,” or “our”) and you, a business that applies to use, registers to use, or uses, the WEX Field Service Management
Software, (“Licensee,” “you,” “your” and the like). By providing your electronic signature: (1) you acknowledge that you
have read the entire Agreement; (2) you agree to be bound by the terms of this Agreement; and (3) you represent and
warrant that the signer has the authority to sign and bind you, the entity identified in the application to receive the Services
(defined below) pursuant to the terms of this Agreement. This Agreement sets forth the terms and conditions that apply
to your use of the Services, and by submitting information to Us and registering for or using a Service, you agree to be
bound by this Agreement and our Privacy Policy (the “Privacy Policy”), including any changes or revisions to either of
the foregoing, which we may make from time to time in its sole discretion. Please carefully read this Agreement and the
Privacy Policy prior to your access to and/or use of the Services.
A. We have developed proprietary software called “WEX Field Service Management” and data to allow Licensee
to manage its customers, operations, and payments (the “WEX FSM Software”). WEX Field Service Management
is an end-to-end operating platform that provides applications for scheduling, customer relationship management
(CRM), job management, service agreements, accounts receivable, reporting, and “Service Payment Solution.”
Service Payment Solution refers to the WEX FSM Software modules that enable card and check payment acceptance,
initiation, management, and settlement of loan applications.
B. The following capitalized terms as appeared in this Agreement shall have the meanings as described below:
● “Bank Account”: A bank account at a U.S. financial institution.
● “Content”: Any description of any service or product of a business, or any advice, opinion, offer, proposal,
statement, data, or other non-confidential information displayed or distributed, purchased, or paid through
the Services by Licensee.
● “Payee”: The WEX FSM Software user that receives a payment.
● “Payer”: The WEX FSM Software user that makes a payment.
● “Payment Account”: The credit card account, debit card account or Bank Account that is used to fund a
payment.
● “Payment Transaction”: The processing of a payment from a Payer to a Payee.
● “Rules”: The rules and regulations, as may be amended from time to time, of the issuers, owners, managers,
or facilitators of Payment Accounts.
● “Service”: The products and services provided to you by us as further described in this Agreement.
C. The parties desire that we provide Services to Licensee, including a license to the WEX FSM Software, in
accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Licensee and we agree as follows:
1. License. We hereby grant to Licensee a limited, revocable, non-sublicensable, non-transferable, royalty-free,
non-exclusive, restricted license to use the WEX FSM Software solely to manage its business operations and
payments, and any other features provided by us within the WEX FSM Software, in all instances only to the extent
specifically authorized by this Agreement (the “Limited Purpose”). Licensee may not use the WEX FSM Software
for any purpose other than the Limited Purpose. We reserve all rights not expressly granted to Licensee in this
Agreement. Licensee shall not: (a) copy the WEX FSM Software; (b) modify, or create derivative works or
improvements of the WEX FSM Software; (c) remove, disable, or otherwise create or implement any workaround
to, any security features in the WEX FSM Software; (d) remove, delete, or alter any trademarks, copyright notices,
or other Intellectual Property Rights (defined below) notices of ours or our licensors, if any, from the WEX FSM
Software; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the WEX FSM
Software available to any other person or entity; or (f) reverse engineer, disassemble, decompile, decode, adapt, or
otherwise attempt to derive or gain access to the source code of the WEX FSM Software, in whole or in part. Licensee
agrees that we may stop (permanently or temporarily) providing the WEX FSM Software (or any features within the
WEX FIELD SERVICE MANAGEMENT SOFTWARE LICENSE AND TERMS OF USE
This Software License and Services Terms of Use (“Agreement”), effective as of the date of your electronic signature
(the “Effective Date”), is made and entered into by and between Payzer, LLC, a Delaware Limited Liability Company
(“we,” “us,” or “our”) and you, a business that applies to use, registers to use, or uses, the WEX Field Service Management
Software, (“Licensee,” “you,” “your” and the like). By providing your electronic signature: (1) you acknowledge that you
have read the entire Agreement; (2) you agree to be bound by the terms of this Agreement; and (3) you represent and
warrant that the signer has the authority to sign and bind you, the entity identified in the application to receive the Services
(defined below) pursuant to the terms of this Agreement. This Agreement sets forth the terms and conditions that apply
to your use of the Services, and by submitting information to Us and registering for or using a Service, you agree to be
bound by this Agreement and our Privacy Policy (the “Privacy Policy”), including any changes or revisions to either of
the foregoing, which we may make from time to time in its sole discretion. Please carefully read this Agreement and the
Privacy Policy prior to your access to and/or use of the Services.
A. We have developed proprietary software called “WEX Field Service Management” and data to allow Licensee
to manage its customers, operations, and payments (the “WEX FSM Software”). WEX Field Service Management
is an end-to-end operating platform that provides applications for scheduling, customer relationship management
(CRM), job management, service agreements, accounts receivable, reporting, and “Service Payment Solution.”
Service Payment Solution refers to the WEX FSM Software modules that enable card and check payment acceptance,
initiation, management, and settlement of loan applications.
B. The following capitalized terms as appeared in this Agreement shall have the meanings as described below:
● “Bank Account”: A bank account at a U.S. financial institution.
● “Content”: Any description of any service or product of a business, or any advice, opinion, offer, proposal,
statement, data, or other non-confidential information displayed or distributed, purchased, or paid through
the Services by Licensee.
● “Payee”: The WEX FSM Software user that receives a payment.
● “Payer”: The WEX FSM Software user that makes a payment.
● “Payment Account”: The credit card account, debit card account or Bank Account that is used to fund a
payment.
● “Payment Transaction”: The processing of a payment from a Payer to a Payee.
● “Rules”: The rules and regulations, as may be amended from time to time, of the issuers, owners, managers,
or facilitators of Payment Accounts.
● “Service”: The products and services provided to you by us as further described in this Agreement.
C. The parties desire that we provide Services to Licensee, including a license to the WEX FSM Software, in
accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Licensee and we agree as follows:
1. License. We hereby grant to Licensee a limited, revocable, non-sublicensable, non-transferable, royalty-free,
non-exclusive, restricted license to use the WEX FSM Software solely to manage its business operations and
payments, and any other features provided by us within the WEX FSM Software, in all instances only to the extent
specifically authorized by this Agreement (the “Limited Purpose”). Licensee may not use the WEX FSM Software
for any purpose other than the Limited Purpose. We reserve all rights not expressly granted to Licensee in this
Agreement. Licensee shall not: (a) copy the WEX FSM Software; (b) modify, or create derivative works or
improvements of the WEX FSM Software; (c) remove, disable, or otherwise create or implement any workaround
to, any security features in the WEX FSM Software; (d) remove, delete, or alter any trademarks, copyright notices,
or other Intellectual Property Rights (defined below) notices of ours or our licensors, if any, from the WEX FSM
Software; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the WEX FSM
Software available to any other person or entity; or (f) reverse engineer, disassemble, decompile, decode, adapt, or
otherwise attempt to derive or gain access to the source code of the WEX FSM Software, in whole or in part. Licensee
agrees that we may stop (permanently or temporarily) providing the WEX FSM Software (or any features within the
WEX FSM Software) to Licensee generally at our sole discretion, with 30 days prior notice to Licensee. Licensee
will be solely responsible for the accuracy of all data and Content that Licensee enters into, or provides to us for, the
WEX Field Service Management applications under Licensee’s user credentials.
2. License Fees. As consideration for the license granted by us to Licensee pursuant to this Agreement, Licensee
authorizes us to debit the Payment Account designated by Licensee for the applicable license fees (“License Fees”).
License Fees and other fees may vary depending on the features of the Service you choose and the number of users
for which you buy subscriptions. Some features may require third-party services and any charges they impose may
be passed through to you. We will present you with the License Fees and other fees you would be charged, which
you will have the opportunity to review, prior to signing up for the Services (the “Pricing Quote”). The agreed Pricing
Quote will be incorporated into and made a part of this Agreement. Credit card payments may have transaction or
other processing fees. Unless otherwise agreed to in writing, all License Fees, add-on services fees, and all other fees
are in U.S. Dollars, non-refundable, and subject to change from time to time in our sole discretion. If we modify
your pricing, we will provide you with at least 30 days’ notice before the modifications take effect unless the agreed
Pricing Quote included set price increases, then the increase will take effect automatically without notice to you.
(A) For customers who choose a WEX Field Service Management Enterprise license, it is a full license for up
to 7 users and the Service Payment Solution license is included. Additional user licenses may be purchased at
any time during the Term, with fees prorated for partial months, while the number of user licenses may only be
reduced upon a Renewal Term.
(B) The monthly License Fee for WEX Field Service Management Enterprise shall include unlimited text and
e-mail messages per month.
(C) For customers who choose a Service Payment Solution license, you have access to Services for card
acceptance, check acceptance, and financing. The monthly License Fee will be waived in any month where the
total of settled card and loan volume exceeds $25,000.
(D) You may switch to a higher license type at any time during the Term, but only to a lower license type upon
a Renewal Term.
(E) The applicable License Fees and other fees that are owed under this Agreement shall be paid via Licensee’s
Payment Account(s) or any other method accepted by us. Except as set forth in this Agreement, all payments are
non-refundable and if payments are via Licensee’s Payment Account, Licensee authorizes us to debit accordingly
from Licensee’s Payment Account in U.S. dollars each month. Licensee will be responsible for all taxes,
withholdings, duties, and levies (excluding taxes based on our net income). If payments are through a Payment
Account, Licensee shall ensure its Payment Account is always sufficiently funded in advance throughout the
Term for payments due and owing each month to be debited from such Payment Account. Any late payments
shall be subject to a late fee assessed at a periodic rate of 1.5% per month of the amount due, starting the day
following the due date, plus any actual costs of collection (including reasonable attorneys’ fees). All late fees are
due within 10 business days of Licensee’s receipt of notice from us.
Amendment. Licensee agrees that we may change any part of this Agreement, including without limitation, the rates,
charges, fees and other terms of this Agreement, and that we may introduce new rates, charges, fees and other terms
of this Agreement to the fullest extent permitted under applicable law. Any change in the terms and conditions to the
Agreement may be applied to the outstanding balance on the Licensee’s account to the extent permitted under
applicable law. We will provide at least thirty (30) days’ prior written notice to Licensee before making any such
changes.
Discount, Rebates and Promotional Offers. Licensee may be offered discounts (including discounts on the License
Fees for multi-year Term), rebates, and/or promotional offers from time to time. Such discounts, rebates, and/or
promotional offers may be suspended, modified, or discontinued at any time without prior notice and may not be
applicable to all product types. In addition, certain conditions in order to earn or receive the rebate, discount or
promotional offers, such as but not limited to, maintaining the Licensee’s accounts in good standing, will apply and
be provided to Licensee when such offers are made.
Add-On Services. If Licensee chooses to enroll in any additional products or services offered by us, our affiliates or
a third party as described in this Agreement, Licensee may be required to complete additional enrollment forms
and/or agree to additional terms and conditions (including third parties’ and applicable fees) with respect to such
products or services. Licensee will look solely to the applicable Add-On Services third-party partner in the event of
a dispute or breach of the terms and conditions with the applicable Add-On Services third-party partner. Any enrolled
will be solely responsible for the accuracy of all data and Content that Licensee enters into, or provides to us for, the
WEX Field Service Management applications under Licensee’s user credentials.
2. License Fees. As consideration for the license granted by us to Licensee pursuant to this Agreement, Licensee
authorizes us to debit the Payment Account designated by Licensee for the applicable license fees (“License Fees”).
License Fees and other fees may vary depending on the features of the Service you choose and the number of users
for which you buy subscriptions. Some features may require third-party services and any charges they impose may
be passed through to you. We will present you with the License Fees and other fees you would be charged, which
you will have the opportunity to review, prior to signing up for the Services (the “Pricing Quote”). The agreed Pricing
Quote will be incorporated into and made a part of this Agreement. Credit card payments may have transaction or
other processing fees. Unless otherwise agreed to in writing, all License Fees, add-on services fees, and all other fees
are in U.S. Dollars, non-refundable, and subject to change from time to time in our sole discretion. If we modify
your pricing, we will provide you with at least 30 days’ notice before the modifications take effect unless the agreed
Pricing Quote included set price increases, then the increase will take effect automatically without notice to you.
(A) For customers who choose a WEX Field Service Management Enterprise license, it is a full license for up
to 7 users and the Service Payment Solution license is included. Additional user licenses may be purchased at
any time during the Term, with fees prorated for partial months, while the number of user licenses may only be
reduced upon a Renewal Term.
(B) The monthly License Fee for WEX Field Service Management Enterprise shall include unlimited text and
e-mail messages per month.
(C) For customers who choose a Service Payment Solution license, you have access to Services for card
acceptance, check acceptance, and financing. The monthly License Fee will be waived in any month where the
total of settled card and loan volume exceeds $25,000.
(D) You may switch to a higher license type at any time during the Term, but only to a lower license type upon
a Renewal Term.
(E) The applicable License Fees and other fees that are owed under this Agreement shall be paid via Licensee’s
Payment Account(s) or any other method accepted by us. Except as set forth in this Agreement, all payments are
non-refundable and if payments are via Licensee’s Payment Account, Licensee authorizes us to debit accordingly
from Licensee’s Payment Account in U.S. dollars each month. Licensee will be responsible for all taxes,
withholdings, duties, and levies (excluding taxes based on our net income). If payments are through a Payment
Account, Licensee shall ensure its Payment Account is always sufficiently funded in advance throughout the
Term for payments due and owing each month to be debited from such Payment Account. Any late payments
shall be subject to a late fee assessed at a periodic rate of 1.5% per month of the amount due, starting the day
following the due date, plus any actual costs of collection (including reasonable attorneys’ fees). All late fees are
due within 10 business days of Licensee’s receipt of notice from us.
Amendment. Licensee agrees that we may change any part of this Agreement, including without limitation, the rates,
charges, fees and other terms of this Agreement, and that we may introduce new rates, charges, fees and other terms
of this Agreement to the fullest extent permitted under applicable law. Any change in the terms and conditions to the
Agreement may be applied to the outstanding balance on the Licensee’s account to the extent permitted under
applicable law. We will provide at least thirty (30) days’ prior written notice to Licensee before making any such
changes.
Discount, Rebates and Promotional Offers. Licensee may be offered discounts (including discounts on the License
Fees for multi-year Term), rebates, and/or promotional offers from time to time. Such discounts, rebates, and/or
promotional offers may be suspended, modified, or discontinued at any time without prior notice and may not be
applicable to all product types. In addition, certain conditions in order to earn or receive the rebate, discount or
promotional offers, such as but not limited to, maintaining the Licensee’s accounts in good standing, will apply and
be provided to Licensee when such offers are made.
Add-On Services. If Licensee chooses to enroll in any additional products or services offered by us, our affiliates or
a third party as described in this Agreement, Licensee may be required to complete additional enrollment forms
and/or agree to additional terms and conditions (including third parties’ and applicable fees) with respect to such
products or services. Licensee will look solely to the applicable Add-On Services third-party partner in the event of
a dispute or breach of the terms and conditions with the applicable Add-On Services third-party partner. Any enrolled
Add-On Services, except for the Vehicle Tracking services, will be coterminous with the then-current Term of the
WEX Field Service Management licenses. Enrollment in any Vehicle Tracking plan will be pursuant to the services
duration term for such Vehicle Tracking plan (i.e., by 24 months or 36 months, as applicable), notwithstanding
anything to the contrary in this Agreement.
Accepting Card Payments. Licensee may use the Services to accept payments using registered Visa, Mastercard,
Discover, or American Express cards in accordance with the terms and conditions of our agreement with our card
processing partners. Licensee’s use of the card processing services will be governed by the partner’s terms and
conditions found here: Fiserv Card Acceptance Terms of Use. If Licensee utilizes this feature, it will be subject to
the applicable card processing rates listed on your Pricing Quote. Licensee understands and acknowledges that we
and our card processing partners are independent entities and we are not liable or responsible for the card processing
partners’ actions, omissions, obligations, services or products. You may opt-in to the Customer Card Surcharge
Service in accordance with, and subject to, the terms and conditions of this Agreement and our card processing
partner’s terms and conditions found here: Fiserv Surcharge Addendum. Utilization of this Customer Card Surcharge
Service will be subject to a monthly Merchant Surcharge Program (MSP) Enablement Fee equal to 1.00% of the total
amount of all card transactions processed each month. Please click here for more details and FAQs: Customer Card
Surcharge Details.
Mobile and PC Card Readers. Licensee may purchase a card reader for a mobile device and/or a PC. The cost for
each card reader is a one-time cost based on the device selected. Prices for card readers can be provided to Licensee
upon request.
Accepting ACH and Mobile Check Deposit Payments. Licensee may also use the Services to accept ACH and
Mobile Check Deposit Payments by using WEX Field Service Management in accordance with the terms and
conditions of our agreement with our check processing partner Paya. Paya’s terms and conditions can be found here:
Paya Check Acceptance Terms of Use. If Licensee utilizes this feature, Licensee will be subject to the applicable
check processing rates listed on Licensee’s Pricing Quote.
Financing Services. Licensee may offer financing to its customers by applying with any of our financing partners.
There is no additional software fee from us for these lenders. The rates for the loan plans may vary depending on the
financing partner and loan specific variables. Licensee use of this feature is subject to the applicable financing
partner’s terms and conditions. Licensee acknowledges that the third party financing partners are responsible for all
underwriting decisions and Licensee shall look solely to the applicable financing partner in regards to any
underwriting and financing decisions. Licensee may not terminate its Agreement with us based on any underwriting
or financing decision.
Dash Debit Card(s). Licensee may have Dash Debit Cards(s) for expense management, rewards and incentives, and
payroll through the WEX FSM Software. Dash, in its sole discretion, determines if Licensee is approved for the
Dash Debit Card(s). Your use of the Dash Debit Card is subject to the Dash terms and conditions found here: Dash
Debit Card Terms and Conditions.
Zoom Video Conferencing Services. Licensee may be given access to utilize Zoom Video Communications, Inc.,
together with its affiliates, (“Zoom”) products and services through the WEX Field Service Management Services.
Use of such Zoom products and services is subject to the Zoom terms and conditions found here: Zoom Terms and
Conditions. Licensee understands and acknowledges that Zoom and us are independent entities and we are not liable
or responsible for Zoom’s actions, omissions, obligations, services or products. Licensee will look solely to Zoom in
the event of a dispute or breach of the Zoom terms and conditions and for any issues with the Zoom products or
services. Licensee agrees and understands that Zoom may monitor, record and transcribe any Zoom communications
pursuant to the Zoom terms and conditions. Licensee acknowledges and agrees that it is solely responsible for
compliance with all laws as it relates to its usage of the Zoom products and services, including, but not limited to the
Telephone Consumer Protection Act, privacy laws, data protection laws, and any other applicable federal, state and
local laws.
Flat Rate Price Book. Licensees may access the Flat Rate Price Book integrated within WEX Field Service
Management for an additional fee subject to the Flat Rate Pricebook Terms of Use.
Supplier Price Book. Licensees may access the Supplier Price Book integrated within WEX Field Service
Management for an additional fee subject to the Supplier Price Book Terms of Use.
WEX Field Service Management licenses. Enrollment in any Vehicle Tracking plan will be pursuant to the services
duration term for such Vehicle Tracking plan (i.e., by 24 months or 36 months, as applicable), notwithstanding
anything to the contrary in this Agreement.
Accepting Card Payments. Licensee may use the Services to accept payments using registered Visa, Mastercard,
Discover, or American Express cards in accordance with the terms and conditions of our agreement with our card
processing partners. Licensee’s use of the card processing services will be governed by the partner’s terms and
conditions found here: Fiserv Card Acceptance Terms of Use. If Licensee utilizes this feature, it will be subject to
the applicable card processing rates listed on your Pricing Quote. Licensee understands and acknowledges that we
and our card processing partners are independent entities and we are not liable or responsible for the card processing
partners’ actions, omissions, obligations, services or products. You may opt-in to the Customer Card Surcharge
Service in accordance with, and subject to, the terms and conditions of this Agreement and our card processing
partner’s terms and conditions found here: Fiserv Surcharge Addendum. Utilization of this Customer Card Surcharge
Service will be subject to a monthly Merchant Surcharge Program (MSP) Enablement Fee equal to 1.00% of the total
amount of all card transactions processed each month. Please click here for more details and FAQs: Customer Card
Surcharge Details.
Mobile and PC Card Readers. Licensee may purchase a card reader for a mobile device and/or a PC. The cost for
each card reader is a one-time cost based on the device selected. Prices for card readers can be provided to Licensee
upon request.
Accepting ACH and Mobile Check Deposit Payments. Licensee may also use the Services to accept ACH and
Mobile Check Deposit Payments by using WEX Field Service Management in accordance with the terms and
conditions of our agreement with our check processing partner Paya. Paya’s terms and conditions can be found here:
Paya Check Acceptance Terms of Use. If Licensee utilizes this feature, Licensee will be subject to the applicable
check processing rates listed on Licensee’s Pricing Quote.
Financing Services. Licensee may offer financing to its customers by applying with any of our financing partners.
There is no additional software fee from us for these lenders. The rates for the loan plans may vary depending on the
financing partner and loan specific variables. Licensee use of this feature is subject to the applicable financing
partner’s terms and conditions. Licensee acknowledges that the third party financing partners are responsible for all
underwriting decisions and Licensee shall look solely to the applicable financing partner in regards to any
underwriting and financing decisions. Licensee may not terminate its Agreement with us based on any underwriting
or financing decision.
Dash Debit Card(s). Licensee may have Dash Debit Cards(s) for expense management, rewards and incentives, and
payroll through the WEX FSM Software. Dash, in its sole discretion, determines if Licensee is approved for the
Dash Debit Card(s). Your use of the Dash Debit Card is subject to the Dash terms and conditions found here: Dash
Debit Card Terms and Conditions.
Zoom Video Conferencing Services. Licensee may be given access to utilize Zoom Video Communications, Inc.,
together with its affiliates, (“Zoom”) products and services through the WEX Field Service Management Services.
Use of such Zoom products and services is subject to the Zoom terms and conditions found here: Zoom Terms and
Conditions. Licensee understands and acknowledges that Zoom and us are independent entities and we are not liable
or responsible for Zoom’s actions, omissions, obligations, services or products. Licensee will look solely to Zoom in
the event of a dispute or breach of the Zoom terms and conditions and for any issues with the Zoom products or
services. Licensee agrees and understands that Zoom may monitor, record and transcribe any Zoom communications
pursuant to the Zoom terms and conditions. Licensee acknowledges and agrees that it is solely responsible for
compliance with all laws as it relates to its usage of the Zoom products and services, including, but not limited to the
Telephone Consumer Protection Act, privacy laws, data protection laws, and any other applicable federal, state and
local laws.
Flat Rate Price Book. Licensees may access the Flat Rate Price Book integrated within WEX Field Service
Management for an additional fee subject to the Flat Rate Pricebook Terms of Use.
Supplier Price Book. Licensees may access the Supplier Price Book integrated within WEX Field Service
Management for an additional fee subject to the Supplier Price Book Terms of Use.
Vehicle Tracking. Licensees may access the capability to track vehicles using GPS tracking capability from Azuga
integrated within WEX Field Service Management subject to Azuga’s Vehicle Tracking Terms of Use. The fee for
this service varies depending on the plan chosen and will be listed on your Pricing Quote.
Marketing Services. Full Licensees (Enterprise License with at least 7 users) may access the Marketing Services
enabling you to implement e-mail marketing campaigns at no additional cost. Optionally, you may automatically
track any marketing campaign by requesting a phone number and linking it to the campaign.
3. Term and Termination. The term of this Agreement shall begin on the Effective Date and shall continue for a
period of twelve (12) months (the “Initial Term”). Thereafter, the term of the Agreement shall automatically renew
for successive one-year periods (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”), unless
either party provides written notice of non-renewal to the other party at least ninety (90) days prior to the end of the
Initial Term or the then-current Renewal Term. We may terminate this Agreement for any reason. We will provide
notice of termination if required by applicable law, provided that we may terminate inactive, fraudulent, and fake
accounts without notice. Licensee may terminate the Agreement during the Initial Term or a Renewal Term by
submitting a fully completed WEX Field Service Management Cancellation Form, subject to a Termination Fee
(defined below). Licensee may request a WEX Field Service Management Cancellation Form by emailing to
fsmcustomersupport@wexinc.com. Upon our receipt of the fully completed WEX Field Service Management
Cancellation Form, termination will be effective on the last day of the following month.
Multi-Year Terms. Licensee may be offered a discount on the License Fees or annual pricing increases if we agree
to provide Licensee an Initial Term or a Renewal Term of longer than one year. Such discount offers may be
suspended, modified, or discontinued at any time without prior notice and may not be applicable to all product types.
In addition, certain conditions in order to earn or receive the discount, such as, but not limited to, maintaining the
Licensee’s accounts in good standing, will apply and be provided to Licensee when such offers are made.
Termination Fee. In the event of the termination of this Agreement (i) by us for cause, or (ii) by Licensee during the
Term (other than for a material breach by us if we fail to cure such breach within a reasonable time after receipt of
notice thereof), there shall be no refund, in whole or in part, of any payments already made from Licensee to us, and
Licensee shall make all outstanding payments due prior to the date of termination. Licensee acknowledges that it
would be impractical or extremely difficult to ascertain the actual damages to us in the event that this Agreement is
terminated as set forth in (i) or (ii) above. Accordingly, in the event of such termination, Licensee shall pay a fee for
termination (“Termination Fee”) equal to: (a) our actual costs of implementation of the services for Licensee under
the Agreement, plus (b) an amount equivalent to the monthly License Fees plus any monthly Add-On Services
monthly fees, multiplied by the number of months remaining in the Term. The Termination Fee shall be liquidated
damages, a non-exclusive remedy, and not a penalty. We shall be entitled to recover any costs of collection, including
reasonable attorney’s fees and costs, incurred in the collection of the Termination Fee. Licensee acknowledges that
Licensee shall have no right to withhold any payment due as a set-off against alleged claims against us and hereby
waives any such claim as a defense or counterclaim to termination by us.
Obligations Upon Termination. In the event the Agreement is terminated by Licensee, any rebates payable to
Licensee, or discounts offered, by us shall immediately terminate and the standard fees set forth in this Agreement
(i.e., without any rebate or discount) shall apply for the remainder of the Term. After termination, we shall have a
reasonable amount of time to terminate the Payment Account, Services, and Add-On Services.
Survival. Notwithstanding the termination of the Agreement as set forth herein, the terms and conditions of this
Agreement shall continue to apply until all amounts owing by Licensee are paid in full and Licensee has performed
all of its obligations under this Agreement. Those provisions of this Agreement that by their nature are intended to
survive termination or expiration of this Agreement in order to give them full force and effect will survive the
termination or expiration of this Agreement, including, but not limited to, the parties’ confidentiality obligations.
4. General Rules and Descriptions.
Credit Reporting & Registration Applications. We, in our sole and absolute discretion, may refuse to approve or
may terminate existing registrations for the Services with or without cause or notice, other than any notice required
by applicable law not waived herein. We may require additional information as a condition of continued use of the
Services, or to assist in determining whether to permit continued use of the Services.
Accepting Payments. When Licensee receives payments from other users using Visa, Mastercard, Discover, or
American Express cards, or using WEX Field Service Management check acceptance (ACH and Mobile Check
Deposit), we or our partners may charge additional fees which will be listed in your Pricing Quote. Licensee
integrated within WEX Field Service Management subject to Azuga’s Vehicle Tracking Terms of Use. The fee for
this service varies depending on the plan chosen and will be listed on your Pricing Quote.
Marketing Services. Full Licensees (Enterprise License with at least 7 users) may access the Marketing Services
enabling you to implement e-mail marketing campaigns at no additional cost. Optionally, you may automatically
track any marketing campaign by requesting a phone number and linking it to the campaign.
3. Term and Termination. The term of this Agreement shall begin on the Effective Date and shall continue for a
period of twelve (12) months (the “Initial Term”). Thereafter, the term of the Agreement shall automatically renew
for successive one-year periods (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”), unless
either party provides written notice of non-renewal to the other party at least ninety (90) days prior to the end of the
Initial Term or the then-current Renewal Term. We may terminate this Agreement for any reason. We will provide
notice of termination if required by applicable law, provided that we may terminate inactive, fraudulent, and fake
accounts without notice. Licensee may terminate the Agreement during the Initial Term or a Renewal Term by
submitting a fully completed WEX Field Service Management Cancellation Form, subject to a Termination Fee
(defined below). Licensee may request a WEX Field Service Management Cancellation Form by emailing to
fsmcustomersupport@wexinc.com. Upon our receipt of the fully completed WEX Field Service Management
Cancellation Form, termination will be effective on the last day of the following month.
Multi-Year Terms. Licensee may be offered a discount on the License Fees or annual pricing increases if we agree
to provide Licensee an Initial Term or a Renewal Term of longer than one year. Such discount offers may be
suspended, modified, or discontinued at any time without prior notice and may not be applicable to all product types.
In addition, certain conditions in order to earn or receive the discount, such as, but not limited to, maintaining the
Licensee’s accounts in good standing, will apply and be provided to Licensee when such offers are made.
Termination Fee. In the event of the termination of this Agreement (i) by us for cause, or (ii) by Licensee during the
Term (other than for a material breach by us if we fail to cure such breach within a reasonable time after receipt of
notice thereof), there shall be no refund, in whole or in part, of any payments already made from Licensee to us, and
Licensee shall make all outstanding payments due prior to the date of termination. Licensee acknowledges that it
would be impractical or extremely difficult to ascertain the actual damages to us in the event that this Agreement is
terminated as set forth in (i) or (ii) above. Accordingly, in the event of such termination, Licensee shall pay a fee for
termination (“Termination Fee”) equal to: (a) our actual costs of implementation of the services for Licensee under
the Agreement, plus (b) an amount equivalent to the monthly License Fees plus any monthly Add-On Services
monthly fees, multiplied by the number of months remaining in the Term. The Termination Fee shall be liquidated
damages, a non-exclusive remedy, and not a penalty. We shall be entitled to recover any costs of collection, including
reasonable attorney’s fees and costs, incurred in the collection of the Termination Fee. Licensee acknowledges that
Licensee shall have no right to withhold any payment due as a set-off against alleged claims against us and hereby
waives any such claim as a defense or counterclaim to termination by us.
Obligations Upon Termination. In the event the Agreement is terminated by Licensee, any rebates payable to
Licensee, or discounts offered, by us shall immediately terminate and the standard fees set forth in this Agreement
(i.e., without any rebate or discount) shall apply for the remainder of the Term. After termination, we shall have a
reasonable amount of time to terminate the Payment Account, Services, and Add-On Services.
Survival. Notwithstanding the termination of the Agreement as set forth herein, the terms and conditions of this
Agreement shall continue to apply until all amounts owing by Licensee are paid in full and Licensee has performed
all of its obligations under this Agreement. Those provisions of this Agreement that by their nature are intended to
survive termination or expiration of this Agreement in order to give them full force and effect will survive the
termination or expiration of this Agreement, including, but not limited to, the parties’ confidentiality obligations.
4. General Rules and Descriptions.
Credit Reporting & Registration Applications. We, in our sole and absolute discretion, may refuse to approve or
may terminate existing registrations for the Services with or without cause or notice, other than any notice required
by applicable law not waived herein. We may require additional information as a condition of continued use of the
Services, or to assist in determining whether to permit continued use of the Services.
Accepting Payments. When Licensee receives payments from other users using Visa, Mastercard, Discover, or
American Express cards, or using WEX Field Service Management check acceptance (ACH and Mobile Check
Deposit), we or our partners may charge additional fees which will be listed in your Pricing Quote. Licensee
authorizes us or our partners to debit its Bank Account provided during registration for such fees. We process
Payment Transactions on behalf of the Payee, as the agent of the Payee, through accepted credit card, debit card, and
ACH networks.
Onboarding & Data Loading. The most time sensitive component of onboarding is loading your data. Our
commitment is to load your data and onboard you within the “Expected Time” as outlined below (also see WEX
Field Service Management Onboarding & Billing Practices). If we do not, we will not charge you a monthly License
Fee beyond the Expected Time until data loading is complete, for as long as you remain committed. The “Expected
Time” for Data Loading is defined based on the complexity of your data load. If you require a Standard Data Load,
you should plan on making 2 normal monthly License Fee payments prior to being able to adopt the system. If you
require a Custom Data Load, we will let you know how much extra work and time is needed to get your data loaded.
Generally, in the case of a custom load, you should plan on making 3 normal monthly License Fee payments prior to
system adoption. You will be notified within 5 business days of providing your data to us if your data requires a
Custom Data Load.
PCI Compliance. We do not charge a fee for PCI compliance. Licensee is solely responsible for its PCI compliance.
Making Payments with Registered Payment Accounts. We do not charge any fees to make payments using the
Payment Accounts that Licensee chooses to register.
Payment of Fees and Returned items. We have the right to debit Licensee’s Payment Accounts for any fees owed
to us, or to cover any returned Payment Transactions.
Access to Software Services and Fees. Access to this service is subject to approval by us and our partners. Our
partners or us will charge the fees as defined during registration. Licensee authorizes us or our partners to debit its
Bank Account provided during registration for such fees, and to pay fees and other obligations arising from use of
the Services as described in this Agreement.
Disputes. We will not be a party to or otherwise assist in any dispute that may arise between Licensee and a third
party with respect to a Payment Transaction. Licensee releases us and our affiliates, agents, contractors, officers, and
employees (collectively, the “WEX Field Service Management Parties”), from all claims, demands and damages
(actual and consequential) arising out of or in any way connected with a dispute, and agrees to fully indemnify and
hold us and the WEX Field Service Management Parties harmless therefrom. Licensee agrees that it will not involve
us in any litigation or other dispute arising out of or related to any transaction, agreement, or arrangement with any
business or other third party in connection with the Services. If it attempts to do so, (i) Licensee shall pay all costs
and attorneys’ fees of ours and the WEX Field Service Management Parties and shall provide indemnification as set
forth below, and (ii) the jurisdiction for any such litigation or dispute shall be limited as set forth below.
Refunds. Except as set forth in this Agreement, all Payment Transactions processed through the Services are non-
refundable and irreversible. In addition, all fee disputes must be submitted to us in writing within sixty (60) days
from the billing date or they will be final and binding. All billed charges must be paid in full regardless of reported
disputes. Upon receipt of a dispute, including any supporting documentation required by us, we will use reasonable
efforts to investigate the dispute. In the event that we determine the dispute is due to an error by us, we will, as
Licensee’s sole and exclusive remedy, refund any applicable amount and correct applicable data or reports, including
invoices, if any. Licensee shall be liable for the applicable fees if the disputed item is not due to an error by us and
cannot be charged back to the applicable service provider.
We Are Not a Banking Institution. We process Payment Transactions through the Services as an agent of and on
behalf of businesses utilizing the Services. We are not a bank or other chartered depository institution. We will not
take possession of or otherwise hold funds in connection with the processing of Payment Transactions.
Making Payments to other WEX FSM Software Users. Licensee may use the Services to make payments to other
WEX FSM Software users by using a Visa, Mastercard, Discover, or American Express cards, or an external Bank
Account. Licensee authorizes us to route Payment Transactions through the external payment networks and ACH
network to make payments that Licensee has authorized. To make payments, Licensee must register and use a
Payment Account. Licensee authorizes us to confirm that the applicable Payment Account is in good standing with
the appropriate financial institution including, but not limited to, by submitting a request for a payment authorization
and/or a low dollar credit and/or debit to the Payment Account, in accordance with applicable laws and the Rules.
When Licensee chooses to make a payment with the Services, it authorizes the applicable Payee to submit charges
(and, in the case of refunds, credits) to the registered Payment Account. We will assist the Payee in accessing the
Payment Account to process the Payment Transaction. Licensee is responsible for any charges and related fees that
Payment Transactions on behalf of the Payee, as the agent of the Payee, through accepted credit card, debit card, and
ACH networks.
Onboarding & Data Loading. The most time sensitive component of onboarding is loading your data. Our
commitment is to load your data and onboard you within the “Expected Time” as outlined below (also see WEX
Field Service Management Onboarding & Billing Practices). If we do not, we will not charge you a monthly License
Fee beyond the Expected Time until data loading is complete, for as long as you remain committed. The “Expected
Time” for Data Loading is defined based on the complexity of your data load. If you require a Standard Data Load,
you should plan on making 2 normal monthly License Fee payments prior to being able to adopt the system. If you
require a Custom Data Load, we will let you know how much extra work and time is needed to get your data loaded.
Generally, in the case of a custom load, you should plan on making 3 normal monthly License Fee payments prior to
system adoption. You will be notified within 5 business days of providing your data to us if your data requires a
Custom Data Load.
PCI Compliance. We do not charge a fee for PCI compliance. Licensee is solely responsible for its PCI compliance.
Making Payments with Registered Payment Accounts. We do not charge any fees to make payments using the
Payment Accounts that Licensee chooses to register.
Payment of Fees and Returned items. We have the right to debit Licensee’s Payment Accounts for any fees owed
to us, or to cover any returned Payment Transactions.
Access to Software Services and Fees. Access to this service is subject to approval by us and our partners. Our
partners or us will charge the fees as defined during registration. Licensee authorizes us or our partners to debit its
Bank Account provided during registration for such fees, and to pay fees and other obligations arising from use of
the Services as described in this Agreement.
Disputes. We will not be a party to or otherwise assist in any dispute that may arise between Licensee and a third
party with respect to a Payment Transaction. Licensee releases us and our affiliates, agents, contractors, officers, and
employees (collectively, the “WEX Field Service Management Parties”), from all claims, demands and damages
(actual and consequential) arising out of or in any way connected with a dispute, and agrees to fully indemnify and
hold us and the WEX Field Service Management Parties harmless therefrom. Licensee agrees that it will not involve
us in any litigation or other dispute arising out of or related to any transaction, agreement, or arrangement with any
business or other third party in connection with the Services. If it attempts to do so, (i) Licensee shall pay all costs
and attorneys’ fees of ours and the WEX Field Service Management Parties and shall provide indemnification as set
forth below, and (ii) the jurisdiction for any such litigation or dispute shall be limited as set forth below.
Refunds. Except as set forth in this Agreement, all Payment Transactions processed through the Services are non-
refundable and irreversible. In addition, all fee disputes must be submitted to us in writing within sixty (60) days
from the billing date or they will be final and binding. All billed charges must be paid in full regardless of reported
disputes. Upon receipt of a dispute, including any supporting documentation required by us, we will use reasonable
efforts to investigate the dispute. In the event that we determine the dispute is due to an error by us, we will, as
Licensee’s sole and exclusive remedy, refund any applicable amount and correct applicable data or reports, including
invoices, if any. Licensee shall be liable for the applicable fees if the disputed item is not due to an error by us and
cannot be charged back to the applicable service provider.
We Are Not a Banking Institution. We process Payment Transactions through the Services as an agent of and on
behalf of businesses utilizing the Services. We are not a bank or other chartered depository institution. We will not
take possession of or otherwise hold funds in connection with the processing of Payment Transactions.
Making Payments to other WEX FSM Software Users. Licensee may use the Services to make payments to other
WEX FSM Software users by using a Visa, Mastercard, Discover, or American Express cards, or an external Bank
Account. Licensee authorizes us to route Payment Transactions through the external payment networks and ACH
network to make payments that Licensee has authorized. To make payments, Licensee must register and use a
Payment Account. Licensee authorizes us to confirm that the applicable Payment Account is in good standing with
the appropriate financial institution including, but not limited to, by submitting a request for a payment authorization
and/or a low dollar credit and/or debit to the Payment Account, in accordance with applicable laws and the Rules.
When Licensee chooses to make a payment with the Services, it authorizes the applicable Payee to submit charges
(and, in the case of refunds, credits) to the registered Payment Account. We will assist the Payee in accessing the
Payment Account to process the Payment Transaction. Licensee is responsible for any charges and related fees that
may be imposed as a result of use of a Payment Account. We may delay payment processing of suspicious Payment
Transactions or attempted Payment Transactions which may involve fraud or misconduct, or violate applicable law,
this Agreement, the Rules, or other applicable policies of ours, as determined in our sole and absolute discretion.
Licensee authorizes the charge or debit to its Payment Account, by us as agent of the Payee, as necessary to complete
processing of a Payment Transaction. Licensee also authorizes the crediting to the Payment Account, by us as agent
of the Payee, in connection with reversals, refunds, or adjustments. We are not a party to a Payment Transaction for
the purchase of products and services, and we are not a buyer or seller in connection with any Payment Transaction.
Permissible Payment Transactions. Licensee may only use the Services to process a Payment Transaction for
products and services that are purchased from a business through a legitimate, bona fide sale of the products and
services. The Services may not be used to process a Payment Transaction, or otherwise transfer money between
Licensee and a business, that is unrelated to a purchase of a product or service. The Services may not be used to
receive cash advances from anyone or to facilitate the purchase of cash equivalents (prepaid cards, money orders, gift
certificates, etc.). Licensee may not use the Services to process Payment Transactions in connection with the sale or
exchange of any illegal products or services or any other underlying illegal transaction. Licensee agrees that it will
not use the Services to process Payment Transactions for any products or services that violate this Agreement, the
Rules, or applicable law. Failure to comply with these limitations may result in suspension or termination of the
Services.
5. Intellectual Property. “Intellectual Property” includes all of the following owned by us: (i) trademarks and
service marks (registered and unregistered) and trade names, logos, corporate names, domain names and associated
goodwill; (ii) patents, patentable inventions, computer programs, and software; (iii) databases; (iv) trade secrets and
the right to limit their use or disclosure; (v) copyrights in all works, copyrightable works, including software
programs, mask works and rights in data and databases; (vi) domain names; (vii) our Confidential Information; and
(viii) the WEX FSM Software. The rights owned by us in our Intellectual Property shall be defined, collectively, as
“Intellectual Property Rights.” Other than the express licenses granted by this Agreement, we do not grant any right
or license to Licensee by implication, estoppel or otherwise to the services or any Intellectual Property Rights of such
party. We retain all ownership rights, title, and interest in and to its own products and services and all related
Intellectual Property Rights. Licensee shall not remove or destroy any proprietary, confidentiality, trademark, service
mark, or copyright markings or notices placed upon or contained in any materials or documentation received in
connection with this Agreement. Licensee agrees that we and/or our licensors own all legal right, title and interest in
and to the WEX FSM Software, and all derivative works thereof, including all Intellectual Property Rights therein.
Licensee hereby agrees to assign, and hereby assigns to us, ownership of all Intellectual Property Rights associated
with any derivative works, translations, customized versions, or other versions of the WEX FSM Software developed
by Licensee or any third parties on behalf of Licensee. From time to time upon our request, Licensee shall confirm
such assignment by execution and delivery of such assignments, confirmations of assignment, or other written
instruments as we may request. Further, to the extent that Licensee is vested with intellectual property rights
inconsistent with the express intentions of this Agreement, Licensee agrees to execute all documents and to take all
reasonable actions to vest in us such Intellectual Property Rights as are consistent with the express intentions of this
Agreement. Nothing in this Agreement gives Licensee a right to use any of our trade names, trademarks, service
marks, logos, domain names, or other distinctive brand features without written authorization from us, which may be
withheld in our sole discretion. Licensee agrees that the form and nature of the WEX FSM Software that we provide
may change without prior notice to Licensee and that future versions of the WEX FSM Software, if any, may be
incompatible with applications developed by Licensee on previous versions of the WEX FSM Software.
6. Confidentiality. We and Licensee acknowledge that under this Agreement, either could be provided with certain
non-public confidential and proprietary information concerning the business and operations of the other, excluding
Content, and that such information constitutes confidential and proprietary information (“Confidential Information”)
owned solely by Licensee or us, as applicable. Confidential Information shall be maintained in confidence by the
receiving party, and each party undertakes to use the other party’s Confidential Information solely for the purpose of
its performance and exercise of its rights under this Agreement, to disclose such information in its organization and
to relevant third parties only on a need-to-know basis, and to take reasonable precautions to avoid disclosure to parties
for which the Confidential Information is not intended. Notwithstanding the foregoing, (i) either party may disclose
the other party’s Confidential Information if compelled by law, provided the receiving party notifies the disclosing
party promptly (unless such notice is prohibited by law), and will cooperate with the disclosing party (at the disclosing
party’s expense) in any lawful effort to contest the validity or scope of such disclosure; and (ii) we may share
Licensee’s information with its affiliates and third parties which provide goods or services to businesses.
Transactions or attempted Payment Transactions which may involve fraud or misconduct, or violate applicable law,
this Agreement, the Rules, or other applicable policies of ours, as determined in our sole and absolute discretion.
Licensee authorizes the charge or debit to its Payment Account, by us as agent of the Payee, as necessary to complete
processing of a Payment Transaction. Licensee also authorizes the crediting to the Payment Account, by us as agent
of the Payee, in connection with reversals, refunds, or adjustments. We are not a party to a Payment Transaction for
the purchase of products and services, and we are not a buyer or seller in connection with any Payment Transaction.
Permissible Payment Transactions. Licensee may only use the Services to process a Payment Transaction for
products and services that are purchased from a business through a legitimate, bona fide sale of the products and
services. The Services may not be used to process a Payment Transaction, or otherwise transfer money between
Licensee and a business, that is unrelated to a purchase of a product or service. The Services may not be used to
receive cash advances from anyone or to facilitate the purchase of cash equivalents (prepaid cards, money orders, gift
certificates, etc.). Licensee may not use the Services to process Payment Transactions in connection with the sale or
exchange of any illegal products or services or any other underlying illegal transaction. Licensee agrees that it will
not use the Services to process Payment Transactions for any products or services that violate this Agreement, the
Rules, or applicable law. Failure to comply with these limitations may result in suspension or termination of the
Services.
5. Intellectual Property. “Intellectual Property” includes all of the following owned by us: (i) trademarks and
service marks (registered and unregistered) and trade names, logos, corporate names, domain names and associated
goodwill; (ii) patents, patentable inventions, computer programs, and software; (iii) databases; (iv) trade secrets and
the right to limit their use or disclosure; (v) copyrights in all works, copyrightable works, including software
programs, mask works and rights in data and databases; (vi) domain names; (vii) our Confidential Information; and
(viii) the WEX FSM Software. The rights owned by us in our Intellectual Property shall be defined, collectively, as
“Intellectual Property Rights.” Other than the express licenses granted by this Agreement, we do not grant any right
or license to Licensee by implication, estoppel or otherwise to the services or any Intellectual Property Rights of such
party. We retain all ownership rights, title, and interest in and to its own products and services and all related
Intellectual Property Rights. Licensee shall not remove or destroy any proprietary, confidentiality, trademark, service
mark, or copyright markings or notices placed upon or contained in any materials or documentation received in
connection with this Agreement. Licensee agrees that we and/or our licensors own all legal right, title and interest in
and to the WEX FSM Software, and all derivative works thereof, including all Intellectual Property Rights therein.
Licensee hereby agrees to assign, and hereby assigns to us, ownership of all Intellectual Property Rights associated
with any derivative works, translations, customized versions, or other versions of the WEX FSM Software developed
by Licensee or any third parties on behalf of Licensee. From time to time upon our request, Licensee shall confirm
such assignment by execution and delivery of such assignments, confirmations of assignment, or other written
instruments as we may request. Further, to the extent that Licensee is vested with intellectual property rights
inconsistent with the express intentions of this Agreement, Licensee agrees to execute all documents and to take all
reasonable actions to vest in us such Intellectual Property Rights as are consistent with the express intentions of this
Agreement. Nothing in this Agreement gives Licensee a right to use any of our trade names, trademarks, service
marks, logos, domain names, or other distinctive brand features without written authorization from us, which may be
withheld in our sole discretion. Licensee agrees that the form and nature of the WEX FSM Software that we provide
may change without prior notice to Licensee and that future versions of the WEX FSM Software, if any, may be
incompatible with applications developed by Licensee on previous versions of the WEX FSM Software.
6. Confidentiality. We and Licensee acknowledge that under this Agreement, either could be provided with certain
non-public confidential and proprietary information concerning the business and operations of the other, excluding
Content, and that such information constitutes confidential and proprietary information (“Confidential Information”)
owned solely by Licensee or us, as applicable. Confidential Information shall be maintained in confidence by the
receiving party, and each party undertakes to use the other party’s Confidential Information solely for the purpose of
its performance and exercise of its rights under this Agreement, to disclose such information in its organization and
to relevant third parties only on a need-to-know basis, and to take reasonable precautions to avoid disclosure to parties
for which the Confidential Information is not intended. Notwithstanding the foregoing, (i) either party may disclose
the other party’s Confidential Information if compelled by law, provided the receiving party notifies the disclosing
party promptly (unless such notice is prohibited by law), and will cooperate with the disclosing party (at the disclosing
party’s expense) in any lawful effort to contest the validity or scope of such disclosure; and (ii) we may share
Licensee’s information with its affiliates and third parties which provide goods or services to businesses.
7. Program Information. Us and our affiliates own and may use and disclose information obtained by us in
operating the Services and its business, including transaction and usage information, contractor-level data and/or
identifiable information of Licensee and its customers (collectively, “Program Information”) for the purpose of
operating our, our affiliates’ business, and third-parties’ delivery, improvement, or customization of their respective
services, sending communications related to their respective business, and for other legitimate purposes permitted by
applicable law. Without limiting the foregoing, we may provide Program Information to its affiliates and third parties
which provide goods or services to commercial businesses and Licensee understands that we, our affiliates, and third
parties may contact Licensee and its customers to offer additional products or services. If Licensee chooses to enroll
in any such product or service offered by us, our affiliates or a third party, Licensee may be required to complete
additional enrollment forms or agreements, and/or agree to additional terms and conditions (which may include fees
for use) with respect to such products or services. We and our affiliates and third-parties may use and disclose
Program Information that is not identifiable to Company in industry analytics and other data services or products
provided to third parties. Program Information shall be subject to this Section 7 (Program Information) and not
Section 6 (Confidentiality).
8. Representations and Warranties. Licensee represents and warrants that it has the necessary right and authority
to provide the Content to us in connection with the Services. Licensee represents and warrants that it shall only use
the WEX FSM Software for the Limited Purpose in compliance with all applicable Rules, laws, regulations or
generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of
data or software to and from the United States or other relevant countries, which laws may include restrictions on
destinations, end users and end use) and on computers under its control. Licensee represents and warrants that it shall
keep its contact and billing information accurate and current within the Services and acknowledges that we are not at
fault or in breach of any applicable obligation under this Agreement if Licensee fails to keep such information
accurate and current. Licensee further represents and warrants that its use of the WEX FSM Software shall not: (i)
violate any laws or regulations (including any privacy laws) or any obligations or restrictions imposed by any third
party; (ii) contain any computer viruses, worms, or any software intended to damage or alter a computer system or
data; (iii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid
schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (iv) harvest,
collect, gather or assemble information or data regarding other users, including e-mail addresses, without their
consent. Licensee understands and agrees that personal information provided to us in connection with the Services is
subject to the Privacy Policy. Any Content provided to us in connection with the Services may be shared with other
users of the Services and, conversely, any Content provided to other users of the Services in connection with the
Services may be shared with us. We do not represent or endorse, and shall not be responsible for: (a) the reliability
or performance of any business; (b) the safety, quality, accuracy, reliability, integrity or legality of any service or
product obtained from a business; (c) the truth or accuracy of the Content; or (d) Licensee’s ability to buy or redeem
products and services using the Services. We hereby disclaim any liability for any Content provided in the Services,
and Licensee agrees and acknowledges that it is solely responsible for any such Content provided. We reserve the
right, but shall have no responsibility, to edit, modify, refuse to post or remove any Content, in whole or in part, that
in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of this
Agreement.
9. Audit. Upon reasonable notice, we may audit Licensee’s compliance with the terms of this Agreement. This
audit may be conducted at all sites where Licensee installs or uses the WEX FSM Software and will be conducted
during normal business hours in a manner that minimizes disruption to Licensee’s business. We may use an
independent auditor to assist in the audit provided such auditor has a confidentiality agreement in place with us. To
the extent that the audit reveals any underpayment due to us, Licensee shall (a) promptly pay the money owed and
(b) reimburse us for the actual cost of the audit.
10. Disclaimer of Warranties. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF
THE WEX FSM SOFTWARE IS AT LICENSEE’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW: (A) THE WEX FSM SOFTWARE AND ANY SUPPORT SERVICES ARE PROVIDED
TO LICENSEE “AS IS”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, AND (B) WE
AND OUR LICENSOR(S) EXPRESSLY DISCLAIM ALL WARRANTIES AND/OR CONDITIONS, EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY
QUALITY OR THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE AND
OUR LICENSORS DO NOT WARRANT THAT THE WEX FSM SOFTWARE SHALL PERFORM ERROR
FREE OR WITHOUT INTERRUPTION, OR THAT IT IS FREE FROM BUGS, VIRUSES, HARMFUL CODE,
ERRORS, OR OTHER PROGRAM OR SYSTEM LIMITATIONS.
operating the Services and its business, including transaction and usage information, contractor-level data and/or
identifiable information of Licensee and its customers (collectively, “Program Information”) for the purpose of
operating our, our affiliates’ business, and third-parties’ delivery, improvement, or customization of their respective
services, sending communications related to their respective business, and for other legitimate purposes permitted by
applicable law. Without limiting the foregoing, we may provide Program Information to its affiliates and third parties
which provide goods or services to commercial businesses and Licensee understands that we, our affiliates, and third
parties may contact Licensee and its customers to offer additional products or services. If Licensee chooses to enroll
in any such product or service offered by us, our affiliates or a third party, Licensee may be required to complete
additional enrollment forms or agreements, and/or agree to additional terms and conditions (which may include fees
for use) with respect to such products or services. We and our affiliates and third-parties may use and disclose
Program Information that is not identifiable to Company in industry analytics and other data services or products
provided to third parties. Program Information shall be subject to this Section 7 (Program Information) and not
Section 6 (Confidentiality).
8. Representations and Warranties. Licensee represents and warrants that it has the necessary right and authority
to provide the Content to us in connection with the Services. Licensee represents and warrants that it shall only use
the WEX FSM Software for the Limited Purpose in compliance with all applicable Rules, laws, regulations or
generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of
data or software to and from the United States or other relevant countries, which laws may include restrictions on
destinations, end users and end use) and on computers under its control. Licensee represents and warrants that it shall
keep its contact and billing information accurate and current within the Services and acknowledges that we are not at
fault or in breach of any applicable obligation under this Agreement if Licensee fails to keep such information
accurate and current. Licensee further represents and warrants that its use of the WEX FSM Software shall not: (i)
violate any laws or regulations (including any privacy laws) or any obligations or restrictions imposed by any third
party; (ii) contain any computer viruses, worms, or any software intended to damage or alter a computer system or
data; (iii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid
schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (iv) harvest,
collect, gather or assemble information or data regarding other users, including e-mail addresses, without their
consent. Licensee understands and agrees that personal information provided to us in connection with the Services is
subject to the Privacy Policy. Any Content provided to us in connection with the Services may be shared with other
users of the Services and, conversely, any Content provided to other users of the Services in connection with the
Services may be shared with us. We do not represent or endorse, and shall not be responsible for: (a) the reliability
or performance of any business; (b) the safety, quality, accuracy, reliability, integrity or legality of any service or
product obtained from a business; (c) the truth or accuracy of the Content; or (d) Licensee’s ability to buy or redeem
products and services using the Services. We hereby disclaim any liability for any Content provided in the Services,
and Licensee agrees and acknowledges that it is solely responsible for any such Content provided. We reserve the
right, but shall have no responsibility, to edit, modify, refuse to post or remove any Content, in whole or in part, that
in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of this
Agreement.
9. Audit. Upon reasonable notice, we may audit Licensee’s compliance with the terms of this Agreement. This
audit may be conducted at all sites where Licensee installs or uses the WEX FSM Software and will be conducted
during normal business hours in a manner that minimizes disruption to Licensee’s business. We may use an
independent auditor to assist in the audit provided such auditor has a confidentiality agreement in place with us. To
the extent that the audit reveals any underpayment due to us, Licensee shall (a) promptly pay the money owed and
(b) reimburse us for the actual cost of the audit.
10. Disclaimer of Warranties. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF
THE WEX FSM SOFTWARE IS AT LICENSEE’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW: (A) THE WEX FSM SOFTWARE AND ANY SUPPORT SERVICES ARE PROVIDED
TO LICENSEE “AS IS”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, AND (B) WE
AND OUR LICENSOR(S) EXPRESSLY DISCLAIM ALL WARRANTIES AND/OR CONDITIONS, EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY
QUALITY OR THOSE ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE AND
OUR LICENSORS DO NOT WARRANT THAT THE WEX FSM SOFTWARE SHALL PERFORM ERROR
FREE OR WITHOUT INTERRUPTION, OR THAT IT IS FREE FROM BUGS, VIRUSES, HARMFUL CODE,
ERRORS, OR OTHER PROGRAM OR SYSTEM LIMITATIONS.
11. Limitation of Liability. EXCEPT FOR DAMAGES INCURRED BY US FROM (I) ANY USE OF THE WEX
FSM SOFTWARE BEYOND THE SCOPE OF THE RIGHTS GRANTED IN THIS AGREEMENT BY US TO
LICENSEE; (II) ANY MISAPPROPRIATION OR UNAUTHORIZED USE OF THE WEX FSM SOFTWARE OR
INTELLECTUAL PROPERTY RIGHTS OF OURS AND OUR LICENSORS; OR (III) LICENSEE’S BREACH
OF ITS CONFIDENTIALITY OBLIGATIONS; NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL,
PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA OR PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES TO THE OTHER PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY KIND. IN NO EVENT SHALL OUR LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER
IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE IN
RELATION TO THIS AGREEMENT, EXCEED THE TOTAL AGGREGATE AMOUNT OF FEES ACTUALLY
RECEIVED AND RETAINED BY US (I.E., NOT REFUNDED OR PAID TO A THIRD PARTY) DURING THE
TWELVE-MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY AROSE.
12. Indemnification. Licensee agrees, at its own expense, to defend us and the WEX Field Service Management
Parties from and against any action or proceeding brought by a third party against us or the WEX Field Service
Management Parties arising out of or relating to: (i) any breach, failure or violation of any of the representations,
warranties, covenants or undertakings of Licensee, (ii) the alleged or actual use or misuse of the Services or the WEX
FSM Software by Licensee or its end users, (iii) the combination of the WEX FSM Software with other products
commercialized directly or indirectly by Licensee, (iv) any third-party claims arising from our use of any Content;
and/or (v) any use of the WEX FSM Software in violation of the personal or privacy rights of any individual or any
applicable Rule, law or regulation (collectively, the “Claims”), and Licensee will indemnify and hold harmless us
and the WEX Field Service Management Parties for all costs and damages (including, without limitation reasonable
attorneys’ fees, experts’ fees and court costs) arising from any such Claims.
13. Force Majeure. Our failure to perform, or delay in performing, any term or condition of this Agreement as a
result of conditions beyond its reasonable control such as, but not limited to, war, riots, acts of terrorism, strikes,
fires, floods, acts of God, governmental restrictions, power failures, pandemic, epidemic, or widespread
telecommunication or other technology failures, shall not be deemed a breach of this Agreement.
14. Communication Monitoring by Us. We may monitor communications (including but not limited text
messaging between its employees and its customers, including Licensee and Licensee’s employees. In addition, we
may utilize video conferencing software, including transcriptions and video recordings thereof. Licensee consents
to such monitoring, transcriptions, text messaging and recordings of all such communications and agrees to notify
Licensee’s employees who may be in telephone, video conferencing, or text messaging contact with our
representatives that periodic monitoring, recording, and transcription of conversations will occur. In addition,
Licensee understands and agrees that standard text messaging rates may apply, which fees are the sole responsibility
of Licensee.
15. Miscellaneous. This Agreement shall be governed by North Carolina law except for its conflicts of laws
principles. The Parties’ consent to the exclusive jurisdiction and venue of the state and federal courts for the State of
North Carolina for any action arising out of this Agreement. For any action arising out of or relating to this
Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees. The Agreement constitutes
the entire agreement between the Parties with respect to its subject matter. Any conflicting or additional terms
contained in additional agreements or documents (including but not limited to Licensee purchase order terms and
conditions) or oral discussions are void and of no legal effect. Any modifications to this Agreement may be made by
us upon written notice to Licensee. Neither party may assign this Agreement or any of its rights or obligations
hereunder without the prior written consent of the other party, except that we may assign this Agreement to any of
its affiliates or related parties, or in connection with merger or acquisition, without the consent of Licensee. No failure
to pursue any remedy, or delay in the exercise of any remedy, resulting from a breach of this Agreement by the non-
breaching party shall be construed as a waiver of that breach by the non-breaching party or as a waiver of any
subsequent or other breach. No waiver of any rights of a party or obligations of the other party shall be effective
unless consented to in a writing signed by an authorized representative of the party against which enforcement is
sought. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original
and such counterparts together will constitute one and the same Agreement.
FSM SOFTWARE BEYOND THE SCOPE OF THE RIGHTS GRANTED IN THIS AGREEMENT BY US TO
LICENSEE; (II) ANY MISAPPROPRIATION OR UNAUTHORIZED USE OF THE WEX FSM SOFTWARE OR
INTELLECTUAL PROPERTY RIGHTS OF OURS AND OUR LICENSORS; OR (III) LICENSEE’S BREACH
OF ITS CONFIDENTIALITY OBLIGATIONS; NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL,
PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA OR PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES TO THE OTHER PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY KIND. IN NO EVENT SHALL OUR LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER
IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE IN
RELATION TO THIS AGREEMENT, EXCEED THE TOTAL AGGREGATE AMOUNT OF FEES ACTUALLY
RECEIVED AND RETAINED BY US (I.E., NOT REFUNDED OR PAID TO A THIRD PARTY) DURING THE
TWELVE-MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY AROSE.
12. Indemnification. Licensee agrees, at its own expense, to defend us and the WEX Field Service Management
Parties from and against any action or proceeding brought by a third party against us or the WEX Field Service
Management Parties arising out of or relating to: (i) any breach, failure or violation of any of the representations,
warranties, covenants or undertakings of Licensee, (ii) the alleged or actual use or misuse of the Services or the WEX
FSM Software by Licensee or its end users, (iii) the combination of the WEX FSM Software with other products
commercialized directly or indirectly by Licensee, (iv) any third-party claims arising from our use of any Content;
and/or (v) any use of the WEX FSM Software in violation of the personal or privacy rights of any individual or any
applicable Rule, law or regulation (collectively, the “Claims”), and Licensee will indemnify and hold harmless us
and the WEX Field Service Management Parties for all costs and damages (including, without limitation reasonable
attorneys’ fees, experts’ fees and court costs) arising from any such Claims.
13. Force Majeure. Our failure to perform, or delay in performing, any term or condition of this Agreement as a
result of conditions beyond its reasonable control such as, but not limited to, war, riots, acts of terrorism, strikes,
fires, floods, acts of God, governmental restrictions, power failures, pandemic, epidemic, or widespread
telecommunication or other technology failures, shall not be deemed a breach of this Agreement.
14. Communication Monitoring by Us. We may monitor communications (including but not limited text
messaging between its employees and its customers, including Licensee and Licensee’s employees. In addition, we
may utilize video conferencing software, including transcriptions and video recordings thereof. Licensee consents
to such monitoring, transcriptions, text messaging and recordings of all such communications and agrees to notify
Licensee’s employees who may be in telephone, video conferencing, or text messaging contact with our
representatives that periodic monitoring, recording, and transcription of conversations will occur. In addition,
Licensee understands and agrees that standard text messaging rates may apply, which fees are the sole responsibility
of Licensee.
15. Miscellaneous. This Agreement shall be governed by North Carolina law except for its conflicts of laws
principles. The Parties’ consent to the exclusive jurisdiction and venue of the state and federal courts for the State of
North Carolina for any action arising out of this Agreement. For any action arising out of or relating to this
Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees. The Agreement constitutes
the entire agreement between the Parties with respect to its subject matter. Any conflicting or additional terms
contained in additional agreements or documents (including but not limited to Licensee purchase order terms and
conditions) or oral discussions are void and of no legal effect. Any modifications to this Agreement may be made by
us upon written notice to Licensee. Neither party may assign this Agreement or any of its rights or obligations
hereunder without the prior written consent of the other party, except that we may assign this Agreement to any of
its affiliates or related parties, or in connection with merger or acquisition, without the consent of Licensee. No failure
to pursue any remedy, or delay in the exercise of any remedy, resulting from a breach of this Agreement by the non-
breaching party shall be construed as a waiver of that breach by the non-breaching party or as a waiver of any
subsequent or other breach. No waiver of any rights of a party or obligations of the other party shall be effective
unless consented to in a writing signed by an authorized representative of the party against which enforcement is
sought. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original
and such counterparts together will constitute one and the same Agreement.