# Terms Of Use ## 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. Software Description 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. Capitalized Terms 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. Provision of Services 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. ### 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. ### 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. ### 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”). We may terminate this Agreement for any reason. ### 4. General Rules and Descriptions We may refuse to approve or may terminate existing registrations for the Services with or without cause or notice. 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. ### 5. Intellectual Property “Intellectual Property” includes all trademarks and service marks (registered and unregistered) and trade names, logos, corporate names, domain names and associated goodwill; patents; copyrights; and other proprietary rights. The rights owned by us in our Intellectual Property shall be defined as “Intellectual Property Rights.” ### 6. Confidentiality We and Licensee acknowledge that under this Agreement, either could be provided with certain non-public confidential and proprietary information. Confidential Information shall be maintained in confidence by the receiving party. ### 7. Program Information We may use and disclose information obtained in operating the Services. We may provide Program Information to affiliates and third parties. ### 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 and that it shall only use the WEX FSM Software in compliance with all applicable laws. ### 9. Audit Upon reasonable notice, we may audit Licensee’s compliance with the terms of this Agreement. ### 10. Disclaimer of Warranties Licensee acknowledges that use of the WEX FSM Software is at Licensee’s sole risk and it is provided “AS IS” without warranty of any kind. ### 11. Limitation of Liability Neither party will be liable for any special, punitive, exemplary, indirect, incidental or consequential damages. ### 12. Indemnification Licensee agrees to defend us from any action brought by a third party arising out of or relating to the Agreement. ### 13. Force Majeure Our failure to perform any term of this Agreement as a result of conditions beyond its reasonable control shall not be deemed a breach of this Agreement. ### 14. Communication Monitoring We may monitor communications, including but not limited to text messaging between its employees and customers. ### 15. Miscellaneous This Agreement shall be governed by North Carolina law. The Agreement constitutes the entire agreement between the Parties.