1. SERVICES.

1.1 Scope of Services. These Terms and Conditions shall govern the services provided by Compass Payment Services, LLC (“CPS”) to Customer and shall serve as the written agreement (the “Agreement”) between the parties. CPS shall provide to Customer, CPS fuel cards (“Fuel Cards”) for commercial fuel purchases, and/or CPS checks (“Checks”) for non-fuel purchases directly related to the business operations of Customer (collectively the “Services”). Customer shall use said Services in accordance with and subject to the terms and Conditions defined below, and, in the case of Checks, in accordance with the instructions set forth on the Check Authorization Record and blank/draft Check forms that CPS may provide to Customer from time to time. Fuel Cards, Checks and C-Codes are referred to herein as “Instruments”.

1.2 Authorized Use. Instruments may be used by Customer and its Authorized Users as defined below at any authorized CPS locations ("Service Centers") for the sole purpose of purchasing of the Services and/or to obtain Advances, as defined in Section 3.6 below. “Authorized User(s)” shall refer to any Customer employee, contractor, agent and owner/operator to whom Customer issues Instruments or gives access to Instruments. Customer acknowledges and agrees that this Agreement provides for financial accommodation services within the meaning of 11 USC §365. Moreover, all Instruments issued hereunder and all extensions of credit in connection with the foregoing shall be deemed made, executed, delivered and consummated in the State of Illinois.

1.3 Business Purpose. Customer represents and warrants to CPS that (i) it is a commercial business enterprise; (ii) it shall use the Services provided by CPS for valid and legitimate business purposes only; (iii) under no circumstances shall any Checks be deposited into any personal account of Customer’s corporate officer, principal, partner or owner, neither shall any Check be made out to or endorsed over to, any such person.

1.4 Merchants. CPS does not guarantee the timely application of any merchant’s payment when Customer uses the Services at merchant’s facilities. Neither shall CPS be liable for any late payment fees assessed or disruption of Services between merchant and Customer that may result in a merchant failing to timely apply any amounts received from C P S to Customer’s account. Customer is responsible for monitoring its accounts including application of payments, use of credit, and available funds.

1.5 Stopped Payment. Customer acknowledges that once a payment is processed using the Services, CPS cannot suspend or “stop payment” on that transaction. Customer agrees to contact CPS in writing to dispute the transaction and allow CPS to process any refund or take other necessary steps to resolve the dispute in CPS’ sole discretion.

2. TERM AND TERMINATION.

2.1 Term. This Agreement commences on the date set forth in Section V of the Application and denoted as the “Effective Date” and shall extend for so long as the term set forth herein or pursuant to any term under any Exhibit attached hereto continues to be in effect (the “Term”).

2.2 Termination.

2.2.1 Either party may terminate this Agreement if the other party: (i) is dissolved, becomes insolvent, fails to pay or admits in writing its inability to pay its debts as they become due; (ii) makes a general assignment, arrangement, or composition agreement with or for the benefit of its creditors; (iii) files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors; (iv) seeks or consents to the appointment of an administrator, receiver, custodian, or similar official for the winding up of its business; or (v) becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding related to insolvency, receivership, liquidation or composition for the benefit of creditors, and such proceeding is not dismissed or stayed within thirty (30) days.

2.2.2 CPS may terminate this Agreement immediately, or suspend all or a portion of the Services, or, if applicable, reduce Customer’s maximum credit line(said reduction may also fall below Customer’s outstanding balance) if (i) Customer’s performance of its obligations or use of the Services violates any federal, state or local law, rule or regulation; (ii) CPS determines, in its sole discretion, that a materially adverse change has occurred in Customer’s financial condition, or that such a change is reasonably likely to occur in the next twelve (12) months; (iii) Customer fails to pay any amount due within five (5) days of its due date; (iv) CPS reasonably determines, based on its evaluation of Customer’s credit, financial condition or business prospects, that the extension of credit or a continued extension of credit contemplated hereunder is inappropriate or not in the best interests of CPS; (v) Customer fails to supply CPS with annual financial statements, or any other documents necessary and pursuant to Section 8.5; (vi) CPS receives reliable information that Customer is unwilling or unable to perform under this Agreement or that indicates a serious delinquency or charge off with other creditors; (vii) Customer relocates outside the United States; (viii) Customer omits important information, misrepresents information, or provides false or incomplete information to CPS; (ix) Customer gives a third party any interest in assets that secure its obligations to CPS without CPS’s express written consent or knowledge; and/or (x) Customer, in CPS’ sole determination, fails to abide by the Terms and Conditions of the Agreement or any Exhibit.

2.2.3 Termination of this Agreement shall not affect Customer’s responsibility hereunder to pay any outstanding balance that is due upon termination of the Agreement, or CPS’ right to recover any amounts for which Customer, or its guarantor, are liable for, or obligated to pay to CPS. Customer shall immediately pay all such amounts owing under this Agreement and without a right of set-off or deduction. CPS shall be entitled to recover all costs of collection, including but not limited to reasonable attorneys’ fees, in the event any amounts due are not paid immediately.

2.2.4 The termination of any specific Exhibit shall not affect any party’s rights or obligations with respect to any other Exhibit that remains in force or any provision that survives termination of such Exhibit or this Agreement. Upon the termination of this Agreement in accordance with Sections 2.2.1 or 2.2.2, all Exhibits shall automatically be terminated.

3. FEES AND PAYMENT.

3.1 Fees. Customer shall pay CPS for all costs, charges, and fees (collectively the “Fees”), if any, incurred by CPS for the Services provided by CPS hereunder in addition to any and all charges on Customer’s account for goods or services purchased by Customer or any authorized user. The Fees for the Services are set forth in the corresponding Exhibit. CPS reserves the right to modify the Fees for the Services from time to time. CPS will notify Customer electronically or otherwise of any changes to its Fees in accordance with Section XIV below, and such change shall be effective as of the effective date or the notice date, whichever is earlier.

3.2 Taxes. Customer shall pay, or reimburse CPS for any and all applicable sales, use, excise, franchise or other taxes when due (collectively, “Taxes”), excluding income tax, whether federal, state or local, however designated, and levied against CPS with respect to Customer’s use of Customer’s fuel card.

3.3 Invoicing. Customer agrees that payments for Fees are due and payable upon receipt of invoice. If payment is not received (or if an invoice is not paid in full) by its due date, CPS shall impose a monthly late charge equal to eighteen percent (18%) per annum, on the unpaid balance.

3.4 Dishonored Payments. Should Customer’s payment to CPS be dishonored, CPS shall notify Customer and Customer shall immediately pay to CPS, in guaranteed funds, the amount of the non-sufficient funds item plus a returned or dishonored check fee of at least twenty -five dollars ($25.00) in addition to any other remedy CPS may pursue under this Agreement or applicable law.

3.5 Currency Exchange. Customer agrees that all indebtedness incurred by its use of the Services in the United States or Canada to purchase goods or services or otherwise obtain funds in a currency other than the currency in which Customer’s fuel card or other access device is issued shall be converted to the currency in which Customer’s fuel card or access device is issued. The currency conversion rate used by CPS to determine the transaction amount is the daily noon exchange rate for conversion of Canadian dollars to U.S. dollars, or vice versa, as may be applicable, and as posted by the Bank of Canada each business day, plus two currency basis points. CPS may use a government-mandated rate or a wholesale rate as determined by CPS for the processing cycle in which the transaction is processed. Customer understands and agrees that the currency conversion rate on the processing date may differ from the rate that would have been used on the purchase date or Customer’s statement posting date.

3.6 Credit Insurance charge of $99 annually applies to accounts that require credit insurance backing.

3.7 Inactivity charge of $75 per month applies to accounts with no activity for past 30 days. Charge begins month after no activity period.

3.8 Security Amount & Advances. If so required (in CPS’s sole discretion), Customer agrees to secure the performance of its obligations hereunder by maintaining the security amount, in the amount and in the method indicated herein (the "Security Amount") for any pre-funded account. Customer must replenish the Security Amount of any pre-funded account as directed by CPS. “Advance(s)” refers to an advance of funds for fuel or related product purchases, cash advances or money transfers, requested and initiated by Customer, with funds made available by CPS to Customer and/or its authorized users to fund transactions at various locations, such as banking institutions, service centers etc. Customer agrees to repay all Advances, without deductions or offsets.

3.9 Payment Default. Should Customer fail to abide by any of the payment terms set forth herein, Customer shall be held in default and CPS may immediately exercise all of its rights against Customer in a court of law to collect all payments, costs, and fees due hereunder.

4. COMPLIANCE WITH LAW.
The parties hereto agree not to use or provide the Services contemplated herein in violation of any United States or Canadian federal, state, provincial or local law, or regulation (the “Laws”), and each party shall be solely liable for any violation by such party of applicable Laws. Neither party shall be responsible for any violation of the Laws by the other party of the other party’s legal obligations to abide by the Laws.

4.1 Fraud Prevention & Prosecution. Customer and CPS agree to cooperate with each other in preventing and prosecuting any fraudulent activity by employees, agents or of any party hereto or any third party with respect to services anticipated under this Agreement, the use of and receipt of Services, or otherwise arising in connection with any other relationship between the parties anticipated by or set forth in this Agreement. CPS reserves the right to interrupt, suspend, or terminate Services without notice to Customer if CPS, in its sole discretion, suspects fraudulent, illegal or abusive activity. Customer agrees to provide, at no cost to CPS, any and all documentation and information as CPS may request, including but not limited to affidavits and police reports. Failure to provide reasonable cooperation shall result in Customer’s liability for all fraudulent usage of Services.

4.2 Lost or Stolen Instruments. Customer must notify CPS immediately upon learning of the loss, theft or possible unauthorized use of an Instrument by calling CPS at (800) 593-5807. Customer agrees to immediately inactivate any of its Instruments that are lost, stolen, or that may be or have been used without proper authority. Customer may do so at the CPS Website or by calling (800) 593-5807 or emailing CPS at support@cpsfuelcard.com.

4.3 Liability for Unauthorized Use. Subject to these Terms and Conditions, if fewer than ten (10) Cards are issued on Customer’s account, Customer shall be liable for the unauthorized use of its Instruments up to a maximum of $500.00 once CPS has been notified of the lost or stolen Instrument(s) and confirms that such transactions were, in fact, unauthorized. If Customer requests and CPS issues ten (10) or more authorized Cards on Customer’s account Customer agrees it shall be solely responsible to pay CPS for all purchases with all Instruments issued to Customer and its Authorized Users whether the purchase(s) made are by persons authorized by Customer to utilize the Instruments or not. Notwithstanding the foregoing, Customer shall not be required to pay for any purchases made with Instruments more than three (3) hours after (i) Customer notifies CPS that such Instruments have been lost or stolen, (ii) Customer has withdrawn authorization of an Authorized User to use the Instrument, that Customer desires to cancel the applicable Instrument or that Customer desires to terminate this Agreement. Unauthorized use does not include use by a person to whom Customer has given an Instrument, a person to whom an authorized user has given authority to use the Instrument or any other person with authority to use the Instrument, and Customer shall be liable for all use by such a user.

5. WARRANTY DISCLAIMER.

Except as specifically set forth in this Agreement, CPS disclaims any and all warranties, express or implied, including without limitation, warranties of merchantability or fitness for a particular purpose, which relate to the Services provided under this Agreement. Further, CPS does not warrant that Customer’s use of the Services shall be error-free. This Agreement is a service agreement, and any equipment provided to Customer under this Agreement is incidental to the Services provided and remains the property of CPS despite any personalization or customization of said equipment or Instrument.

6. LIABILITY LIMITATIONS.

6.1 Subject to and other Limitations in the Exhibits attached hereto, CPS’ cumulative liability for any loss or damage, from any cause whatsoever, shall be limited to the amount of the Fees Customer paid to CPS for Services performed in the preceding three (3) month period.

6.2 NEITHER PARTY SHALL BE LIABLE UNDER ANY THEORY FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), EXEMPLARY OR PUNITIVE DAMAGES; REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLEOR SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 Customer may not bring an action (regardless of form) for breach of this Agreement more than two (2) years after Customer first knew, or should have known of such breach; provided, however, this limitation shall not apply to breaches of the confidentiality requirements herein. Customer shall act to mitigate its damages.

7. INDEMNIFICATION.

7.1 Customer Indemnity. Subject to Section 6, Customer shall indemnify, defend and hold harmless CPS, its directors, officers, employees, corporate affiliates and agents against any and all third party claims, losses, costs, fines, penalties or damages (including court costs and reasonable attorneys’ fees) (collectively, “Claims”) arising out of or connected with Customer’s (and/or Customer’s users’, affiliates’, employees’, agents’ or representatives’) (i) gross negligence or willful misconduct; (ii) material breach of this Agreement; (iii) use or misuse of the Services (collectively or separately) thereof or the CPS website; (iv) actual infringement of any patent, copyright, trademark, service mark, trade secret or other proprietary right of a third party; or (v) negligence or willful misconduct resulting in a Security Event (defined below) affecting CPS’ systems. Customer shall not indemnify CPS for Claims arising from CPS’ acts or omissions for which Customer is entitled to indemnification.

7.2 CPS Indemnity. Subject to Section 6, CPS shall indemnify, defend and hold harmless Customer, its directors, officers, employees, affiliates and agents against any third party Claims arising out of or in connection with CPS’ (and CPS’ corporate affiliates’, employees’, agents’ or representatives’) (i) gross negligence or willful misconduct; (ii) a material breach of this Agreement; or (iii) actual infringement of any patent, copyright, trademark, service mark, trade secret or other proprietary right of a third party by use of the Services, except to the extent such claim is caused by, relates to or arises out of (a) Customer’s negligence, willful misconduct, or failure to use the Services as permitted under this Agreement or (b) Customer’s configuration or use of the Services in combination with other software, equipment, services, elements, components or systems that are not provided by CPS. CPS shall not indemnify Customer for Claims arising from any errors or omissions in any information, data or instructions Customer provides to CPS for use in connection with the Services, or Customer’s or its users’ acts or omissions for which CPS is entitled to indemnification, or any claim or issue Customer may have with goods or services purchased using Customer’s Services.

8. CONFIDENTIAL INFORMATION.

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

8.2 Disclosure and Use Restrictions. Neither party shall disclose, reproduce, transfer or use the other party’s Confidential Information; provided, however, that (i) CPS’ employees, corporate affiliates, agents, advisors or subcontractors may access and use Customer’s Confidential Information or Personal Information (defined below) in connection with the Services, or potential provision of services by CPS’s corporate affiliates, provided that such persons shall comply with the confidentiality provisions of this Agreement and (ii) either party may disclose Confidential Information to the extent it must be communicated in response to a valid law, regulation or court order, provided the disclosing party uses reasonable efforts to notify the other party prior to disclosure (unless such notification is prohibited by law, regulation or court order) so such party may seek a protective order or otherwise prevent or limit such disclosure.

8.3 Information Security. Each party is responsible for: (a) the security of non-public or personally identifiable information (“Personal Information”) in or on the systems under its control; and (b) data security issues or breaches arising from its systems, or directly resulting from its use of third-party vendors or subcontractors (if any) in connection with the Services. Personal Information shall also include any nonpublic personal information of a consumer, each as defined by Section 6809 of the Gramm-Leach-Bliley Act. Each party shall maintain and abide by information security practices designed to prevent unauthorized or unlawful access to, use, disclosure or alteration of Personal Information (collectively, a “Security Event”). In the case of a Security Event, the affected party shall comply with applicable law and in the event Personal Information was compromised and it is reasonably suspected that misuse shall result, notify the other party of the Security Event, subject to any request by law enforcement or other government agency to withhold such notice pending the completion of an investigation. CPS is not responsible for and does not control any third-party telecommunication lines used to provide the Services; and shall not be responsible for any security of transmissions using these lines.

8.4 Equitable Relief. CPS and Customer agree there is no adequate remedy at law for a breach of the confidentiality, disclosure, use, security and ownership requirements (collectively, the “Confidentiality Requirements”) related to Confidential Information and Personal Information under this Agreement. A breach of the Confidentiality Requirements shall cause irreparable harm such that the non-breaching party shall not have an adequate remedy at law; and, therefore, the non- breaching party shall be entitled to seek injunctive relief (without posting a bond or other security) against the breaching party in addition to any other rights or remedies available at law or in equity.

8.5 Audits/Onboarding. Upon request, and no more than four times per calendar year after Customer is onboarded, Customer shall provide CPS all documents necessary to audit its business. Said documents include, but are not limited to, bank statements, business tax returns, certified financial statements (profit and loss statements), corporate operating agreements and shareholder agreements, and any other document reasonably necessary to onboad Customer, or to audit its business.

9. CUSTOMER DATA.

9.1 Customer Data and Analytics. Customer shall be responsible for ensuring the validity, accuracy and completeness of all information, data and instructions (including Personal Information) provided to CPS (collectively “Customer Data”). CPS shall be entitled to rely upon the Customer Data in providing the Services. CPS shall not be required to act on instructions provided by Customer if CPS reasonably doubts an instruction’s contents or Customer’s compliance with this Agreement or its terms and conditions. Subject to the provisions of Section 8 herein, CPS and/or its corporate affiliates may extract information from the Customer Data provided to CPS by Customer or any third party. and use this information with any other data in connection with research and development, solicitation, or creation of data and analytics tools and products in accordance with applicable law. Customer represents that it has sufficient rights (and has made sufficient disclosure to its users) in the information provided hereunder to authorize such use. CPS or its corporate affiliates shall own all right, title or interest in or to any information, products, services or intellectual property arising from such data and analytics research and development activities. CPS and its corporate affiliates’ access to and use of information, including use in commercial products developed as a result of or in connection with such research and development activities, shall not be a violation of this Agreement.

9.2 Fleet Size. Some of the Services provided by CPS hereunder may be billed on the basis of the fleet size (i.e. the number of active vehicles in the fleet or other equipment with respect to which Customer isusing the Services). Customer shall keep CPS updated of any changes in its fleet size and the number of Customer’s vehicles utilizing any such CPS Services. CPS shall not be responsible for any errors in billing that result from any failure on the part of Customer to do so.

10. INTELLECTUAL PROPERTY.

10.1 Ownership. Except as expressly provided herein, this Agreement does not grant either party any right, title, interest, or license (express or implied) to any patent, trademark, service mark, copyright, trade secret or proprietary right associated with, on the part of CPS, the Services, or, on the part of either CPS or Customer, applications or business methods of the other party (or those of such party’s affiliates) required or provided in connection with the Services (whether owned or licensed by such party or its affiliates or a third party); or arising from CPS or its corporate affiliates’ research and development activities.

10.2 Use of Marks and Publicity. Neither party shall use any trademark, service mark, trade name or other proprietary designation (collectively, "Marks") owned, licensed or registered by the other party without prior written consent; provided, however, CPS may use Customer’s service mark, trademark, trade name, or name in fuel card production and in publicity to indicate that Customer and CPS have entered into a contractual relationship. A breach of the terms of this Agreement related to the use of a party’s Marks shall cause irreparable harm such that the non-breaching party shall not have an adequate remedy at law and, in addition to any other rights or remedies available at law or in equity, shall be entitled to seek injunctive relief against the breaching party without posting a bond or other security.

11. CREDIT LIMIT; SECURITY INTEREST & COLLATERIZATION.

11.1 Verification. Customer represents and warrants to CPS that the Application attached hereto as Exhibit A to the Agreement (the “Application”) is complete and accurate. Customer acknowledges that CPS’ acceptance of this Agreement is contingent upon CPS’ approval of Customer’s Application and Customer’s acceptance of CPS’ Proposal. Customer grants to CPS, as well as to trade references, CPS’ corporate affiliates, Dun and Bradstreet, and banks, consumer credit services, consumer reporting agencies and to state and federal government representatives without regard to whether they are listed herein, ongoing permission and authorization to verify, receive, retain, exchange and obtain business and/or personal credit and other information, including without limitation, financial statements, accounts receivable information, criminal background checks, as part of CPS’ ongoing evaluation of Customer in connection with the extension of or continuation of credit represented by this Agreement, or the collection of debts resulting therefrom, and as necessary to comply with applicable Laws and CPS’ record retention policies and practices. Customer further agrees to the release of credit information, including the reporting of credit history to credit reporting agencies, consistent with the Fair Credit Reporting Act 15 U.S.C. §1681, et seq., as amended. This authorization shall be continuing without expiration.

11.2 Credit Limit. CPS shall determine, in its sole discretion, whether to establish a credit limit (“Credit Limit”) that shall be applicable to Customer’s use of the Services. CPS may increase or decrease such Credit Limit from time to time, in its sole discretion, and shall endeavor to promptly notify Customer upon establishment of a Credit Limit or any change thereto. However, CPS shall not be liable in the event it fails to do so. CPS does not guarantee that it shall establish or maintain any specific available Credit Limit for Customer, and Customer hereby waives any and all claims against CPS and its corporate affiliates based on CPS’ determination of Customer’s Credit Limit. Customer agrees not to request or permit transactions using the Services in excess of its Credit Limit. Should Customer exceed its Credit Limit, CPS may, in its sole discretion, demand immediate payment, or immediately suspend the provision of Services, and/or charge an additional service fee.

11.3 Security Interest. Customer hereby grants to CPS a security interest in all of the present and future assets described below, whether now owned or hereafter acquired, together with all proceeds of and rights in connection with such property (herein called “Collateral”) to secure the performance of all obligations of Customer due and owing to CPS. The Collateral includes: all accounts and interests in goods represented by accounts; contract rights; commercial paper; chattel paper; general intangibles; including without limitation, tax and duty refunds; registered and unregistered patents, trademarks, service marks, copyrights, trade names and applications the foregoing, trade secrets, goodwill, processes, drawings, blueprints, customer lists, licenses, and any and all existing and future leasehold interests; documents; instruments; letters of credit; and deposit accounts. Customer further agrees and understands that CPS may file/record documents necessary to protect its interests including, but not limited to, uniform commercial code financing statements.

11.4 Cross Collateral/Cross Default: Customer hereby acknowledges that CPS is associated with certain corporate affiliates who may also provide various other services to Customer (i.e. service bundle with insurance, factoring, etc.). Because of those relationships, Customer hereby understands and agrees that any default under any of the terms and conditions of any agreement Customer may have with CPS’ corporate affiliates is a default or an event of default under this Agreement, and any default or event of default under this Agreement, is a default of all of the agreements between Customer and CPS’ corporate affiliates. Customer consents and agrees that any default of this Agreement or any other agreement between CPS’ corporate affiliates and Customer shall entitle CPS to exercise each and every right available to it under each and every agreement, including, but not limited to, the right to demand in writing, full payment from any CPS’ corporate affiliate should Customer’s account become delinquent, or otherwise foreclose against and sell any collateral, whether real or personal, securing any of said obligations as if the pledged collateral secured all of said obligations. CPS reserves the right to charge a late fee/administrative charge of at least $15.00 for each written demand.

11.5 Trade Credit Insurance. To further secure Customer’s performance of the terms and conditions of this Agreement, Customer agrees and consents to carrying Trade Credit Insurance (“Credit Insurance”), which shall be payable to CPS in the event of Customer’s default of this Agreement. Said coverage shall be provided by a third-party vendor, but CPS shall bill Customer for the cost of the Credit Insurance. Said charge shall appear on the first customer statement of each month. The monthly cost of Credit Insurance shall be a percentage of the outstanding credit balance due and owing to CPS. See Trade Insurance Exhibit attached hereto.

12. CPS WEBSITE.

CPS may provide Customer with access to any website operated by CPS in connection with the Services (“CPS Website”). Customer and any employees who are designated and authorized by Customer to use the CPS Website shall comply with all policies and the Terms of Use posted on the CPS Website, as the same may be modified from time to time.

13. ELECTRONIC COMMUNICATIONS CONSENT.

Customer agrees and consents to electronic delivery of the following documents and notices, and accepts any future changes to those documents that may be published from time to time on the CPS Website and/or delivered electronically to Customer: Online Electronic Disclosure and Consent Agreement, All Product and Service Disclosures, Periodic Statements, Notices, History and Transaction Records, Change-in-Terms, Adverse Action Notices and Changes to Minimum Hardware and Software Requirements. By consenting to conduct transactions and receive disclosures and notices electronically, Customer agrees to provide CPS with the information necessary to communicate electronically. Customer agrees to keep its e-mail and account information current at all times and to notify CPS immediately of any changes. If Customer fails to update or correct the e-mail, CPS may suspend the Services until Customer contacts CPS and provides corrected information. By signing this Agreement or by using any Services, Customer agrees to continue to have (or have access to) the minimum hardware and software required to access the CPS Website and receive the electronic notices above. Customer may request a paper version of an electronic communication. Customer acknowledges that CPS reserves the right to charge a reasonable fee for the production and mailing of paper versions of electronic communications. To request a paper copy of an electronic communication contact us at support@cpsfuelcard.com or 800-593-5807.

14. MISCELLANEOUS PROVISIONS.

14.1 Governing Law. Customer consents, agrees, and understands that Illinois law shall govern any claim, dispute, interpretation, or the validity and enforcement of this Agreement, without regard to its conflicts of law, and that the courts of DuPage County, Illinois shall have exclusive jurisdiction over any such matter. Customer further agrees not to object to said venue or jurisdiction. The prevailing party shall be entitled recover all costs, fees, including reasonable attorney’s fees from the non-prevailing party for any all litigation/arbitration arising out of this Agreement. THE PARTIES HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY.

14.2 Severability. Any provision of this Agreement that is determined by an Illinois court of competent jurisdiction to be illegal, invalid or unenforceable shall be deemed void; and the remainder of this Agreement shall continue in full force and effect. To the extent any provision is deemed void pursuant to the foregoing, the court shall substitute a valid provision approximating the intent of the parties.

14.3 Headings. The headings in this Agreement are for reference only.

14.4 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between Customer and CPS, and supersedes all prior agreements, written or oral, related to the Services. This Agreement includes, and incorporates, by reference the attached Exhibits A through F. Any amendment to this Agreement must be in writing and signed by CPS. CPS reserves the right to modify these Terms and Conditions at any time and without further prior notice to Customer.

14.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. Facsimile, electronic or other copies of the executed Agreement are deemed valid and effective.

14.6 Assignment. This Agreement may not be assigned, voluntarily or by operation of law, by Customer without prior written consent from CPS. No consent, however, is necessary for CPS to assign this Agreement to any corporate affiliate or in connection with a merger, acquisition, assignment, or sale of all or substantially all of CPS’ assets.

14.7 Subcontractors. CPS may subcontract all or any portion of the Services using vendors both in and outside the United States.

14.8 Notices. All notices or other communications under this Agreement shall be deemed effective (i) three (3) business days after mailing by first class registered or certified mail, postage prepaid, return receipt requested; or (ii) one (1) day after mailing by nationally recognized courier service. Any notice or other communication sent in any other manner shall be effective upon receipt. Any notice to: (a) CPS shall be directed to Compass Payment Services, LLC, 15W580 N. Frontage Rd., Burr Ridge, IL 60527, ATTN: Legal Dept. or by email to: legal@compassholding.net (b) Customer shall be directed to the person and address listed in the Application; or such other address as such party may designate in writing.

14.9 Survival of Obligations. Sections 1.2 - 1.4, 2.2.3 - 2.2.4, 3 – 10, 11.3 - 11.4, and 14, and obligations of any guarantors of Customer’s obligations hereunder, all representations and warranties of Customer set forth herein or in any Exhibit or schedule attached hereto, and any limitation of liability set forth in any Exhibit or schedule attached hereto, shall survive termination of this Agreement and/or such Exhibit or schedule, as applicable.

14.10 Independent Contractors. CPS and Customer are independent contractors and nothing in this Agreement shall be deemed to create a joint venture, partnership, employment or similar relationship between the parties. Except as specifically provided for herein, neither party shall be liable for any obligation incurred by the other; neither party is an agent or representative of the other; and neither party shall represent itself otherwise.

14.11 Waiver. No delay or single, partial, failure, abandonment or discontinuance of either party to exercise any right, power or privilege hereunder shall affect such right, power or privilege. The parties’ rights and remedies under this Agreement, at law, and in equity are cumulative and not exclusive. Any waiver, consent or approval of any failure to comply, breach or default under this Agreement must be in writing and shall only be effective to the extent set forth in such writing and shall not continue to apply to additional failures to comply, breaches or defaults.

14.12 Force Majeure. Except as specifically provided herein, neither party shall be in default under this Agreement, and such party shall be excused from performing its obligations, if its performance is prevented, restricted, delayed or otherwise interfered with due to a Force Majeure Event, whether foreseen or not. A “Force Majeure Event” includes: labor disputes, strikes, riot or other civil unrest; floods, hurricanes, tornados, lightning, severe weather, earthquakes or other natural disasters; rationing or other shortage of materials; utility failures, electronic transmission failures or other electronic or communication failures or delays; terrorism, embargos, blockades, or other acts of war; any change in laws, orders, rules, regulations, ordinances or other governmental or judicial acts that impairs performance; acts of God; or any event that is beyond a party’s reasonable control. Notwithstanding anything to the contrary in this Agreement, the duty of Customer to remit payment to CPS is absolute and shall not be diminished, excused or discharged by any Force Majeure Event.

14.13 Office of Foreign Asset Control. To assist the US government, fight the funding of terrorism and money laundering activities, federal law requires all financial institutions like CPS to obtain, verify, and record information that identifies each person who opens an account. Therefore, when Customer opens an account, CPS shall ask for your name, address, date of birth, and other information that shall allow us to identify you.We may also ask to see your driver’s license, passport, or other identifying documents.

14.14 Language. The parties have requested that this Agreement be drafted in English. Les parties aux présentes ont exigé que le présent contrat soit rédigé en langue anglaise.