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Home My WebLink About20052092.tiff WellsOnes'Commercial Card Agreement This Agreement (the "Agreement") governs the WellsOne Commercial Card ("Card") issued by Wells Fargo Bank, National Association ("Wells Fargo") for use by Weld County Colorado ("Customer") and its designated employees, affiliates, agents and representatives ("Cardholders"). The WellsOne Commercial Card may be used for Customer's purchasing, travel and entertainment, and fleet purchases, to the extent such functionality is offered by Wells Fargo, requested by Customer, and approved for Customer. The Card will be used for business purposes only. In this Agreement, "Card" refers, individually and collectively, to all WellsOne Commercial Cards issued to Customer, Cardholder and the associated accounts. The transactions made using the Card constitute extensions of credit by Wells Fargo to Customer and not to individual employees or agents of Customer. In order to participate in the WellsOne Commercial Card program, Customer shall at all times maintain ten (10) or more Cards. Attachment A(Program Information),Attachment B (Program Administrator) and Attachment C(Fee Schedule)are incorporated into this Agreement. Attachment D (End User License) is applicable and incorporated into this Agreement if Customer is receiving software, documentation, media and/or related printed materials in any form in association with the WellsOne Commercial Card program, and any update,upgrades or new versions thereof. 1. Promise to Pay; Credit Limit. Except as otherwise provided in the "Liability for Unauthorized Use" Section below, Customer agrees to pay Wells Fargo the total of all purchases made with the Card and all fees and charges due on the Card as set forth on the Fee Schedule provided by Wells Fargo or as otherwise agreed to by Customer. Customer also agrees to pay all costs and expenses, including any attorney's fees, incurred by Wells Fargo in enforcing this Agreement. Customer agrees that the total of all transactions charged to all Cards outstanding at any time shall not exceed the Credit Limit specified in Attachment A, or as may be changed from time to time. Wells Fargo may change the Credit Limit at any time and will promptly notify Customer. Termination or expiration of this Agreement does not terminate Customer's obligation for all amounts owed pursuant to this Agreement. 2. Debit Authorization. Wells Fargo is authorized and directed to pay all amounts charged on the Card as a result of purchases, other transactions, fees, charges, costs and expenses by debiting Customer's Wells Fargo Demand Deposit Account as indicated on Attachment A (the "Account"), [on the second calendar day(or the prior Business Day if the calendar day is not a Business Day) following the date of each WellsOne Commercial Card billing statement provided to Customer; but in no case will such payment be made sooner than one calendar day after the day the billing statement is provided to Customer.] Wells Fargo may debit the Wells Fargo Demand Deposit Account at any time for any fees,charges, costs and expenses as set forth in Attachment C or as otherwise agreed to by Customer. The Wells Fargo Demand Deposit Account shall be used for the purpose of settling WellsOne Commercial Card transactions and payoffs of fees but shall be subject to the terms and conditions of any netting and other agreements between Customer and Wells Fargo governing that account and any linked accounts. A "Business Day" shall be any day(except Saturday or Sunday)that Wells Fargo is open for business. 3. Program Administrator. Wells Fargo will require, and is authorized to rely on, written instructions it receives from the Customer's Program Administrator(s) named on Attachment B with regard to the following matters, without limitation: issuance of individual Cards to Cardholders, establishment of and changes to credit limits on individual Cards, notification of disputed transactions, and termination of individual Cards. Customer may substitute, remove or designate additional Program Administrators by written notice to Wells Fargo signed by an authorized officer of Customer. Notwithstanding any other provision of this Agreement to the contrary, if Customer enrolls to administer its WellsOne Commercial Card program using the Internet to access Card information, Customer agrees that the primary Program Administrator named on Attachment B has full authority to substitute, remove or designate additional Program Administrators, each of whom has the full authority of a Program Administrator including authority to designate other Program Administrators, and that written notice signed by an authorized officer of Customer is required only to substitute the primary Program Administrator. The Program Administrator named as Program Administrator 1 on Attachment B shall be considered the primary Program Administrator. 4. Liability for Unauthorized Use. Customer shall be liable for all unauthorized use of the Card in any amount at any time, unless and until Customer has notified Wells Fargo that the Card has been lost or stolen or that the person or vehicle in whose name the Card has been issued is no longer authorized to use the Card (for example, upon termination of employment). Notification shall be made by Customer calling the customer service number most recently provided by Wells Fargo, followed by delivery of written confirmation signed by the Program Administrator. Customer shall be responsible for full payment of all purchases, fees and charges incurred prior to such notification,regardless of when actually posted to Customer's account. 5. Visa Liability Waiver Program. Customer may be eligible for coverage under Visa's Liability Waiver Program which provides coverage against employee misuse of the Card. Customer should consult the Visa Liability Waiver Program brochure available upon request from Wells Fargo for terms and conditions of coverage. Customer acknowledges that Wells Fargo is not responsible for providing any form of liability protection program on Customer's behalf and that Wells Fargo makes no representations or warranties regarding any such program that may be offered by third parties. 4 art " 2005-2092 06/02 C1�T1tott dypt 7-m 1 6. Billing Disputes,Chargeback Requests. Customer may dispute amounts reflected on a billing statement that Customer reasonably believes to be incorrect because(i)the amount shown on the billing statement does not reflect the actual face value of the transaction, (ii)the transaction shown on the billing statement did not result from the use of the Cards,(iii)the statement reflects fees not properly accrued under this Agreement, or(iv)the transaction is disputable with the honoring merchant under applicable Visa rules,however, such dispute is subject to the procedures and liability provisions set forth in this section or other sections of the Agreement. Customer shall so notify Wells Fargo of its dispute within thirty(30)days of receipt of the billing statement on which the disputed item(s)first appears. The request to Wells Fargo must be in writing and contain the following information: Cardholder name; Card account number;the dollar amount of any billing dispute or suspected error;the reason for the dispute and a summary of the steps already taken with the merchant to resolve the matter. Wells Fargo shall investigate the disputed amount and determine whether the amount is properly payable by Customer. Until Wells Fargo completes its investigation and determines whether the disputed amount is properly payable by Customer,Customer shall not be liable for the amount of the disputed transaction. Customer agrees that its failure to dispute a charge or other item on a billing statement within 30 days of receipt of the billing statement on which the charge or item first appeared shall constitute a waiver of any right the Customer may have to dispute the charge. In the event that transactions are posted to the accounts as a result of any circumstance under which the honoring merchant may be held liable under applicable Visa rules,Wells Fargo shall attempt to charge the transaction back to the merchant in accordance with Visa procedures. However, such attempted chargeback by Wells Fargo shall not relieve Customer of liability for the amount of the transaction even though the transaction may have been provisionally credited to the Customer's accounts. 7. Term; Right to Terminate. Wells Fargo or Customer may terminate the Agreement or Card with or without cause upon 30 days prior written notice. However, Wells Fargo may immediately terminate the Agreement or Card, suspend all services, or reduce the credit limit on the Card without notice if Customer violates any of the terms or conditions of this Agreement or if Wells Fargo shall have determined that one or more conditions exist or events have occurred which might indicate, or result in, a material adverse change in the operations,business,property or assets, or in the condition, financial or otherwise, or the ability of the Customer to meet, in the normal course of business, its obligations under the terms of this Agreement. If Wells Fargo terminates the Agreement, Customer agrees to destroy all Cards issued to Customer. If the Agreement is terminated for any reason, Customer will continue to be responsible for full payment of the current balance on the Card and all purchases, fees and charges incurred before termination that post after termination. In addition, upon termination, any unpaid balances on the Cards shall become immediately due and payable, and Wells Fargo may immediately debit the Account for payment of such balances. Customer will also continue to be responsible for all fees and charges associated with recurring transactions that are posted after the date of termination. Customer may, at any time, terminate the authority of any Cardholder to use the Card. Such termination shall be effective only if submitted in writing or via the Internet to Wells Fargo along with written confirmation that the Cardholder's Card has been destroyed. All Cards expire upon termination or expiration of this Agreement. 8. Liability of Bank. Wells Fargo will not be liable for any direct, indirect,special or consequential damages or any other claims whatsoever arising in any way out of: (i)Customer's use of the Card; (ii)the unavailability of WellsOne Commercial Card reports or authorizations as a result of circumstances beyond Wells Fargo's control(such as, without limitation, fire, flood, or disruption of power, phone or computer service); or (iii) transmission errors or data security issues on the part of Visa or any other third party service providers in connection with transaction files sent to Customer or its designate. 9. Changes. Changes to this Agreement,including changes to the Fee Schedule,may be made by Wells Fargo after providing 30 days prior written notice to Customer, except that Wells Fargo may change the Card Credit Limit immediately upon notice to Customer, and Customer may change the designated Program Administrator(s) or Wells Fargo Demand Deposit Account number upon an authorized officer's notice in writing or via the Internet to Wells Fargo. 10. International Transactions. If a Card is used to engage in a transaction outside the United States, the network that handles the transaction will convert the local currency amount of the transaction to U.S. Dollars (or in the case of a POS purchase, the merchant that handles the transaction may convert the currency). If the network converts the currency, it will use either a rate selected by the network from the range of rates available in wholesale currency markets for the applicable processing date, which may vary from the rate the network itself receives, or the government-mandated rate, in effect for the applicable central processing date. If the merchant that handles the POS purchase converts the currency, the merchant will determine the currency conversion rate. For each purchase transaction in a foreign currency,Wells Fargo will charge a Foreign Currency Conversion Fee of 1%of the amount in U.S. Dollars that was provided by the applicable network to Wells Fargo. 11. End User License. If Customer elects to use Software(as that term is defined in Attachment D)provided by Wells Fargo in connection with this Agreement, Customer accepts and agrees to abide by the terms and conditions of the End User License Agreement incorporated as Attachment D. Attachment D does not apply if Customer elects to use the Commercial Card Expense Reporting Internet tool and does not obtain any software. 2 06/02 12. Financial Information. At Wells Fargo's request, Customer shall provide current certified financial statements and supporting notes to Wells Fargo. 13. Confidential and Proprietary Information. Each party acknowledges that all information concerning the other party is "Confidential and Proprietary Information." Each party agrees that it will not permit the duplication, use or disclosure of any such Confidential and Proprietary Information to any person (other than its own employee who must have such information for the performance of his/her obligations under this Agreement), unless authorized in writing by the other party. Confidential and Proprietary Information is not meant to include any information which, at the time of disclosure, is generally known by the public and any competitors of either party. Confidential and Proprietary Information shall be returned or disposed, as requested by the disclosing party,upon termination of this Agreement. 14. Miscellaneous—Entire Agreement; Governing Law; Assignment; Independent Contractor. This Agreement contains the entire understanding between the parties on the subject matter hereof and supersedes all prior agreements, negotiations and representations. The laws of the state of California and of the United States shall govern this Agreement. Customer may not assign any interest, payment, or rights under this Agreement. Nothing contained in this Agreement shall be construed as constituting or creating a partnership, joint venture, agency, or other association or relationship between Wells Fargo and Customer. 15. Arbitration. Upon the demand of either party, any"Dispute"shall be resolved by binding arbitration in accordance with the terms of this Agreement. For purpose of this Arbitration provision, "Dispute" shall mean any action,dispute, claim or controversy of any kind, whether in contract or tort, statutory or common law, legal or equitable, now existing or hereafter arising under or in connection with, or in any way pertaining to, the WellsOne Commercial Card service, or any past, present or future activities, transactions or obligations of any kind related directly or indirectly to the WellsOne Commercial Card service, including, without limitation, any of the foregoing arising in connection with the exercise of any self-help or any ancillary or other remedies or actions taken relating to the WellsOne Commercial Card service. Any party may by surmnary proceedings bring an action in court to compel arbitration of a Dispute. Any party who fails or refuses to submit to arbitration following a lawful demand by any other party shall bear all costs and expenses incurred by such other party in compelling arbitration of any Dispute. The Arbitration provisions of this Agreement shall survive termination of this Agreement. 16. Rules Governing Arbitration. Arbitration proceedings shall be administered by the American Arbitration Association ("AAA") or such other administrator as the parties shall mutually agree upon in accordance with the AAA Commercial Arbitration Rules. All Disputes submitted to arbitration shall be resolved in accordance with the Federal Arbitration Act(Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in this Agreement. The arbitration shall be conducted at a location in the State of California selected by the AAA or other administrator. If there is any inconsistency between the terms hereof and any such rules, the terms and procedures set forth herein shall control. All statutes of limitation applicable to any Dispute shall apply to any arbitration proceeding. All discovery activities shall be expressly limited to matters directly relevant to the Dispute being arbitrated. Judgment upon any award rendered in an arbitration may be entered in any court having jurisdiction. 17. Arbitration; Provisional Remedies. No provision hereof shall limit the right of any party to exercise self-help remedies such as setoff, or to obtain provisional or ancillary remedies, including, without limitation, injunctive relief, sequestration, attachment, garnishment or the appointment of a receiver, from a court of competent jurisdiction before, after or during the pendency of any arbitration or other proceeding. The exercise of any such remedy shall not waive the right of any party to compel arbitration hereunder. WELLS FARGO BANK,NATIONAL ASSOCIATION Weld County Colorado "CUSTOMER" Authorized Offi er: Qi Min Authorized Officer: M J. Geile Signature: Signature:h///}4 4 e$Ct, AA Chair Pro-Tern, Title: Per�(PS+LQ-4 Title: Board of County Commissioners Date: g-J/-©S Date: JUL 2 0 ZOOS 3 06/02 �F3C�--4 TA_2 WELLSONE$M COMMERCIAL CARD AGREEMENT ATTACHMENT A PROGRAM INFORMATION CUSTOMER NAME: Weld County Colorado Tax I.D.: 84-6000813 ADDRESS: 915 10th Street Greeley, CO 80631 �� / ,/'n G NAME(S)OF PROGRAM ADMINISTRATOR(S): `64 &e �t&t��q.`�C��/�,/y f�^.^Os6 �llc).'ylw - (ADDITIONAL INFORMATION REQUIRED ON ATTACHMENT a) fo& 4tb L"" ►t& in WA-a-etc .,TA-14 (2-c-tC (f - rj thotJ4 Ke� 2Y1 6-si5 1L1DFt Et v1/4_ INITIALCREDIT LIMIT: $99 j /1 WELLS FARGO DEMAND DEPOSIT ACCOUNT NUMBER&ROUTING NUMBEFt90/27002'42 /02100611 g Account Number Routing Number BILLING STATEMENT CYCLE: MONTHLY 06/02 WELLSONEsM COMMERCIAL CARD AGREEMENT ATTACHMENT B PROGRAM ADMINISTRATOR Weld County Colorado July 21, 2005 Please provide the following information about each Program Administrator whose name appears on the attached Agreement and Authorization: Program Administrator 1: Program Administrator 2: Barbara Enrich Controller Donald Warden Director of Finance&Administration (Name/Title) (Name/Title) 915 10th Street 915 10th Street (Mailing Address 1) (Mailing Address 1) Greeley,CO 80631 Greeley,CO 80631 (City,State,Zip Code) (City,State,Zip Code) 9703564000 ext 4445 9703529019 9703564000 ext 4218 9703529019 (Telephone) (Fax) (Telephone) (Fax) beurichco.weld.co.us dwardenQco.weld.co.us (Email Address) (Email Address) Program Administrator 3: Program Administrator 4: Janet Reichert Accountnat Linda Rohn Accounts Payable (Name/Title) (Name/Title) 915 10th Street 915 10's Street (Mailing Address I) (Mailing Address 1) Greeley,CO 80631 Greeley,CO 80631 (City,State,Zip Code) (City,State,Zip Code) 9703564000 ext 4441 9703529019 9703564000 ext 4446 9703529019 (Telephone) (Fax) (Telephone) (Fax) jreichertAco.weld.co.us Irohn(alco.weld.co.us (Email Address) (Email Address) (add additional pages as necessary) (- Program Administrator designated to receive all WellsOne Commercial Card Visa Cards tctA 6..2(2 It Y` The undersigned authorized officer of Customer certifies that the foregoing is true and correct: By: 1 t1Jr ge1✓;b (Signature of Authori/ed Officer) Title: Can 1T D ik'- Date: 7/a4j0 06/02 WELLSONEsm COMMERCIAL CARD AGREEMENT ATTACHMENT B PROGRAM ADMINISTRATOR Weld County Colorado July 21, 2005 Please provide the following information about each Program Administrator whose name appears on the attached Agreement and Authorization: Program Administrator: Program Administrator: Rose Everett Buyer Sandra Keairnes Accounts Payable (Name/Title) (Name/Title) 915 10th Street 915 10th Street (Mailing Address 1) (Mailing Address 1) Greeley,CO 80631 Greeley.CO 80631 (City,State,Zip Code) (City,State,Zip Code) 9703564000 ext 4222 9703529019 9703564000 ext 4440 9703569019 (Telephone) (Fax) (Telephone) (Fax) reverett(ulco.weld.co.us skeairnesna,co.weld.co.us (Email Address) (Email Address) Program Administrator& Program Administrators Marcia Walters Buyer (Name/Title) (Name/Title) 915 10th Street 915 10"Street (Mailing Address 1) (Mailing Address I) Greeley,CO 80631 Greeley,CO 80631 (City,State,Zip Code) (City,State,Zip Code) 9703564000 ext 4223 9703529019 (Telephone) (Fax) (Telephone) (Fax) mwalterst(a,co.weld.co.us (Email Address) (Email Address) (add additional pages as necessary) Program Administrator designated to receive all WellsOne Commercial Card Visa Cards: _ The undersigned authorized officer of Customer certifies that the foregoing is true_and correct:Q By: , f��1ta Ci C,.t.(,i.L (Signature of Authot.zed Officer) Title: CoYI aIIer Date: 7/25/05 06/02 WELLSONE COMMERCIAL CARD AGREEMENT ATTACHMENT C FEE SCHEDULE June 7,2005 The following pricing is based on an annual net purchase volume estimate of$1,200,000 and an average transaction size of$150. If either of these variables is not met,Wells Fargo reserves the right to amend the pricing as necessary. STANDARD FEES: ONE TIME FEES: Set-up fee $3000 On-site Implementation Fee Service Not Selected InfoSpan software Service Not Selected RECURRING FEES**: Program maintenance $150/Month Card Issuance $ 15/Account Transaction Fee $ 0/Transaction CCER Maintenance $50/Month **All Recurring Fees will be waived for Weld County Colorado for a 4 month pilot,starting upon pilot card issuance,in order to reach the$150,000 monthly spend level All Recurring Fees will remain waived with minimum monthly purchase volume of$150,000 and average transaction size greater than$150. MISCELLANEOUS FEES: Cash Advance Fee 2%/$2 minimum Card Artwork $300 (optional) Express Card $ 10/Incident Phone Re-Training $0/Incident Other For those customers who opt to use ACH reimbursement for out-of-pocket expenses,separate ACH fees will apply. For those customers who opt to use the Commercial Card Expense Reporting solution,accessed through the Commercial Electronic Office(CEO),separate CEO access charges may apply. • WELLSONE COMMERCIAL CARD AGREEMENT ATTACHMENT C REBATE CALCULATION Rebate Schedule: Rebates will be paid in January on previous calendar year volume. Net Purchase volume* Rebate $0 to$ 4,999,999.99 0 $5,000,000.00 to$ 9,999,999.99 .25% $10,000,000.00 to$ 14,999,999.99 .35 % $ 15,000,000.00 to$ 19,999,999.99 .45 % $20,000,000.00 to$24,999,999.99 .50 % $25,000,000.00+ .55 % The applicable rebate amount shall be applied retroactively to the annual volume for the previous year. The initial rebate amount for the first year of this Agreement will be calculated based upon the fast year's annual volume and using the rebate amount in the above table regardless of the prime interest rate fluctuation adjustments as described below. No rebate shall be owed for the previous year if Customer terminates this Agreement prior to the anniversary date.No rebate shall be owed for the previous year if Customer's average transaction size falls below$200. Beginning January 2004 and annually thereafter ("anniversary date"), the rebate amounts specified above shall be reviewed and calculated based upon the prime interest rate as reported in The Wall Street Journal on the applicable anniversary date. The rebate amounts shall be reduced by 10 basis points (.10%) if the prime rate as reported in The Wall Street Journal is greater than seven percent(7%)and shall be reduced by an additional 10 basis points(.10%)for each additional 1 percent(1%) incremental increase in the anniversary prime rate above seven percent (7%). If the prime rate is not published in The Wall Street Journal on the anniversary date,the prime rate shall be the prime rate first reported in The Wall Street Journal following the anniversary date. °Total volume minus credits and cash advances (if applicable). Wells Fargo reserves the right to segregate large ticket transactions (as qualified by Visa) from purchase volumes for rebate calculation purposes. If a different rebate schedule is to be applied to these segregated transactions,it will be separately negotiated between parties. WELLSONE COMMERCIAL CARD AGREEMENT ATTACHMENT D WELLS FARGO END USER LICENSE AGREEMENT Weld County Colorado June 7,2005 This agreement(the"License Agreement")is effective as of the date of the WellsOne Commercial Card Agreement("Agreement") by and between Customer,as identified in the Agreement and Wells Fargo Bank,N.A.("Wells Fargo"). All software, documentation,media and related printed materials provided in any form to Customer by Wells Fargo in association with the WellsOne Commercial Card program,and any update,upgrades or new versions thereof(the"Software")is licensed by Wells Fargo only on the terms set forth herein. Signing the Agreement indicates Customer's acceptance of the terms of this License Agreement. If the Customer does not agree to these terms, do not sign the Agreement,do not install or use the Software and return the Software and any accompanying written materials and packaging to Wells Fargo. Section 1 LICENSE GRANT 1.1 The Software is licensed,not sold,under this License Agreement. Wells Fargo grants Customer a non-exclusive,non- transferable license to use Software only in accordance with the terms of this License Agreement. "Use"means storing,loading, installing,executing, copying,downloading, displaying,accessing or otherwise using the Software only for Customer's own internal business purposes that are directly related to the WellsOne Commercial Card program. Customer may not modify the Software or disable any licensing or control features of the Software;provided,however,that Customer may modify the Cardholder Reporting and Information System software(the"Cardholder Reporting Software")as provided in Section 1.3. 1.2 This Software is owned by Wells Fargo or its licensors and is protected by copyright and other laws,including international treaty provisions. Customer may: (i)install the Software for use by Customer at one Customer site;(ii)except as otherwise provided herein,make a reasonable number of copies of the Software in machine readable,object code form solely for archival and backup purposes,provided that Customer reproduces all proprietary notices on such copies;and(iii)physically transfer the Software from one Customer site to another,provided that the Software is used only at one Customer site at a time. 1.3 Customer may not: (i)by itself,or by allowing any third party to,modify,translate,reverse engineer,decompile, disassemble, create derivative works based on,or copy(except as otherwise provided herein)the Software;(ii)rent or lease any rights in the Software in any form to any person without the prior written consent of Wells Fargo which,if given,is subject to the transferee's consent to the terms and conditions of this license; or(iii)remove any proprietary notices or labels,or marks on the Software, documentation and containers. Notwithstanding any contrary provision in this License Agreement,Customer may modify the Cardholder Reporting Software, including creation of derivative works therefrom;provided,however,that Wells Fargo shall retain ownership of any such enhancements,modifications or derivative works of the Cardholder Reporting Software. 1.4 All rights,title, and interest in and to the Software, including,without limitation,any rights in copies of the Software or rights in modifications, enhancements or derivative works of the Cardholder Reporting Software, shall remain with Wells Fargo or its third party licensors, if applicable. Unauthorized copying of the Software or documentation,or failure to comply with the above restrictions,will result in automatic termination of this.License Agreement and will make available to Wells Fargo other legal remedies. 1.5 All rights not expressly granted herein are reserved by Wells Fargo and its licensors,if applicable. Section 2 LIMITED WARRANTY 2.1 Wells Fargo warrants that the Software is Year 2000 Compliant. As used herein,"Year 2000 Compliant"shall mean that the Software may be used prior to,during, and after the calendar Year 2000 A.D.without error relating to date data,specifically including any error relating to,or the product of,date data which represents or references different centuries or more than one century. Customer's sole and exclusive remedy under this Year 2000 warranty is repair or replacement of the Software by Wells Fargo,without charge to Customer. 2.2 Wells Fargo warrants the media on which the Software is furnished will be free from defects in material and workmanship under normal use for a period of ninety(90)days from the date of delivery to Customer. However,Wells Fargo does NOT warrant that the function contained in the Software will meet your requirements,or that the operation of the Software will be uninterrupted 06/02 or error free. Customer's sole and exclusive remedy under this media warranty is repair or replacement of the defective diskette or documentation by Wells Fargo,without charge to Customer. 2.3 EXCEPT AS OTHERWISE PROVIDED HEREIN,THE SOFTWARE IS PROVIDED"AS IS"WITHOUT WARRANTIES OF ANY KIND,EITHER EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OF MERCHANTIBILITY,NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow the exclusion of implied warranties,so the above exclusion may not apply to you. Section 3 LIMITATION OF REMEDIES Customer's sole remedy under this License Agreement shall be repair or replacement as provided in Sections 2.1 and 2.2 above. Wells Fargo's sole and exclusive maximum liability for any claim by Customer or anyone claiming through or on behalf of Customer arising out of Customer's use of the Software or any warranties shall never exceed the actual amount paid by Customer for the Software. IN NO EVENT SHALL WELLS FARGO OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,COLLATERAL,EXEMPLARY,CONSEQUENTIAL OR SPECIAL DAMAGES OR LOSS ARISING FROM THE SOFTWARE,USE THEREOF,OR THE WARRANTIES HEREIN,INCLUDING,WITHOUT LIMITATION,LOSS OF USE,PROFITS,GOODWILL OR SAVINGS, OR LOSS OF DATA,DATA FILES,OR PROGRAMS THAT MAY HAVE BEEN STORED BY THE USER. Some states do not allow for the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Section 4 U.S.GOVERNMENT RESTRICTED RIGHTS The Software is provided with RESTRICTED RIGHTS. The use,duplication,or disclosure by the U.S. Government is subject to restrictions set for in subdivision(c)(1)(ii)of The Rights in Technical Data and Computer Software clause at DFARS 252.227- 7013. Wells Fargo Bank,N.A.,420 Montgomery Street, San Francisco,Califomia 94104. Section 5 TERMINATION This License Agreement shall terminate automatically upon Customer's termination of the WellsOne Commercial Card program. Wells Fargo may cancel Customer's license upon notice for failure to comply with any of the terms of this License Agreement. Customer's license will automatically terminate upon any attempted transfer of the Software without the written consent of Wells Fargo. Upon termination or cancellation,Customer must immediately destroy or return to Wells Fargo the Software,together with all copies, adaptations and merged portions in any form. Section 6 EXPORT REQUIREMENTS Customer may not export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations. Section 7 , GENERAL This License Agreement will be governed by the laws of the State of California,exclusive of its conflict of laws principles. If any provisions of this License Agreement are held invalid,the remainder shall continue in full force and effect. This License Agreement is the entire agreement between Wells Fargo and Customer with respect to the subject matter herein,and supersedes any other communications or understandings with respect to the Software. 06/02 Hello