Marathon Fleet Card Terms

1. DEFINITIONS: In this Business Charge Account Agreement (the “Agreement”), the following words have the following meanings: “We,” “us” or “our” refers to Wright Express Financial Services Corporation. “You” and “your” refers to the business cardholder whose account is created under this Agreement.

2. ESTABLISHMENT OF ACCOUNT: We have established for you a charge card account under this agreement. You agree that this account will only be used for the purchase of products and services for business purposes and not for personal, family or household purposes. We will issue or cause to be issued accounts or charge cards (a “Card” or “Cards”) under this Agreement. You agree to pay for all purchases or other transactions using Cards in accordance with the terms of this Agreement. Credit will be authorized in our sole discretion and may be canceled at any time without notice. Credit granted by use of a Card may include: (a) a loan by us to you equal to the amount of the Card transaction, and (b) sale of information and other services directly to you by us. You agree to pay us the face amount of all such credit obligations created by use of a Card and all additional charges provided herein.

3. CREDIT LINE AND CAPACITY: You agree that we may establish a credit line (limit) for your convenience, and that your unpaid credit purchases will not exceed your credit line. Your account may be suspended if your unpaid credit purchases exceed your credit line. You will be advised of your credit line when your account is approved. Notwithstanding anything to the contrary herein, you agree that we may change your credit line without notice from time to time based on our evaluation of your creditworthiness and other factors. You give us the right to investigate your business and/or your personal credit capacity and credit history. We are authorized to furnish information about you and your account to credit reporting agencies, affiliates, lenders, banking examiners, auditors, entities who finance our business and others who may lawfully receive the information. In addition, information regarding your transactions may be provided to accepting merchants or their service providers to facilitate discounts or other promotional campaigns of interest to you.

4. BILLING AND PAYMENTS: Purchases are due and payable in full by you upon billing. Your account will be delinquent if you do not pay it within 26 days of the billing date appearing on your invoice. Charges must be paid in full notwithstanding request for verification of items. Delinquent accounts will be subject to late fees, suspension, or termination of credit privileges without notice. All charges will be deemed final and binding unless disputed in writing within sixty (60) days of the billing date.

5. LATE FEES: Late fees will be assessed at a periodic (monthly) late fee rate of 1.916%, which is equal to the corresponding annual percentage rate of 22.99% divided by 12. The balance subject to a late fee will be the average daily balance of your account for the billing period in which the late fee is assessed. We determine the average daily balance by adding the daily balances in the account during the billing period and dividing this total by the number of days in the billing period, adding any new purchases posted to the account on that day, and subtracting any payments and credits entered on that day. The late fee will equal the product of the average daily balance multiplied by the monthly periodic rate. In the event that the calculated late fee is less than ten dollars ($10.00), a minimum late fee of ten dollars ($10.00) will be charged.

6. APPLICATION OF PAYMENTS: Payments shall be applied first to unpaid late fees and then to the unpaid balance of each product or service purchased in the order of its purchase.

7. CHANGES IN TERMS: You agree that we may change our rates, charges, and other terms of this Agreement (including our Fee Schedule), as well as introduce new terms and fees (such as delinquency charges, insufficient funds charges and supplemental processing fees) when permitted under applicable law, provided you are given advance written notice by us. Any such amendments will apply to the then existing balance of your account to the extent permitted or required by applicable law.

8. PREPAYMENT: Subject to the terms of this Agreement, you have the right to prepay your entire balance in full at any time.

9. DEFAULT: If you default on this Agreement or any other lending agreement between you and us by not paying any payment when due, exceeding your credit line, or breaching any other term of this Agreement or any other lending agreement between you and us, then we may suspend your account(s), demand immediate payment of the entire unpaid balance and start a lawsuit for collection of the balance, subject to any notice of default and right to cure required by state law. To the extent not prohibited by applicable law, you agree to pay all collection costs, including reasonable attorneys’ fees.

10. CREDIT CARDS: You request Cards from us for use in accordance with the provisions of this Agreement by individuals, or in connection with vehicles, to be identified to us. Unless earlier revoked or canceled, all Cards shall be valid through their respective expiration dates. You may request the issuance of additional Cards, the cancellation of existing Cards, or changes in authorized use thereof. We may issue renewal Cards prior to the expiration date and all such renewal or additional Cards shall be subject to the terms of this Agreement as then in force. You agree that this Agreement controls all purchases made on your account by you or any person who uses a Card or your account. You agree that use of a Card or the Card number and the applicable driver identification number (“DIN”) will constitute authorized use for all purposes. If you choose to leave a Card at a merchant for use by your drivers, then you bear the risk of unauthorized use of said Card and agree to pay for all charges made thereunder. You agree to keep DINs confidential and to cause your employees not to disclose any DIN. If any of your employees disclose a DIN or write a DIN on a Card, then you are liable for any fraudulent use that may result. You will promptly notify us of the loss, theft, or unauthorized use of any Card or account by telephoning us at (866)711-4393. You may also provide us with notice of the loss, theft or unauthorized use of any Card or account through our online system. You agree to provide written confirmation of any such notice if so requested by us. Subject to any limitations imposed by applicable law, you will be liable to us for all unauthorized use of a Card that occurred prior to your notification to us and you will not be liable for any unauthorized use that occurred after such notification.

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11. FLEET INFORMATION AND CREDIT CARDS: The fleet contact person (“Fleet Contact Person”) listed on the Account Application you filed with us is authorized to provide us with the information necessary to initially establish your account records and Cards. The Fleet Contact Person shall also be the individual authorized to select additional products and/or features that we offer. We are also authorized to send to the Fleet Contact Person’s attention, or other persons designated by the Fleet Contact Person, all account summary information and Cards so produced. In addition, the Fleet Contact Person is the individual designated by you to provide all fleet vehicle, driver and other information we may request and receive all Cards and purchase reports and such other information as we may provide from time to time. Unless you report any errors in the account information or Cards within three (3) business days of your receipt thereof, we shall be entitled to rely on such information and Cards for processing your account. You will provide us with reasonable advance written notice of any change in the Fleet Contact Person. We are also authorized to deal with any contact person with apparent authority to act on your behalf.

12. MANAGEMENT REPORTS AND DISCLAIMER: We provide as a part of our products and services certain purchase reports, vehicle analysis reports and other management reports and information, created in either paper or electronic formats, including, but not limited to, information relating to your use of Cards based upon transactions and information reported to us. These reports will accurately reflect information provided to us by third parties. We cannot guarantee the accuracy or completeness of such reports to the extent that any inaccuracy or incompleteness results from the inclusion of inaccurate or incomplete third party Information.

13. FEES AND CHARGES: We will assess an initial account set-up fee and a monthly Card fee for each Card issued to you as set forth in our Fee Schedule, attached hereto. In addition, you may be assessed other fees and charges in the amount set forth in our Fee Schedule. Your use of the credit associated with your account constitutes your agreement to pay such fees and charges and, in addition, your acceptance of all of the terms and conditions of this Agreement, which by reference incorporates our Fee Schedule.

14. BULK, MOBILE, UNATTENDED AND PRIVATE OR ONSITE FUELING: If you choose to use your Cards for such purchases we shall provide you with appropriate enrollment forms and you will be responsible for any charges associated with such services. To facilitate the use of these services, you authorize us to report account information to the fuel providers that you select for these service. You acknowledge and agree that we will not be responsible for any claims, losses or liabilities that you may suffer as a result of, or related to, the misuse of such information by the fuel providers or their agents.

15. DYED FUEL PRODUCTS: You may purchase dyed special fuel using your Cards. You acknowledge that all dyed special fuel purchases are, or will be, used exclusively for off-road purposes and in accordance with all applicable laws governing such use. You may be subject to fines or other legal action by the applicable governmental authorities for misuse or mishandling of dyed special fuel. We will not be liable in any way for any misuse or mishandling by you of any dyed special fuel. Upon request, we may provide information regarding your dyed special fuel purchases to the applicable governmental authorities.

16. ONLINE PRODUCTS: Certain products and services offered to you by us may be accessed by you through electronic online retrieval over the Internet. Although we are using both passwords and data base security methods to ensure protection for our online products security cannot be guaranteed. We hereby disclaim all liability for any security breaches of online communications or for any electronic, computer or other system failures. We shall not be liable to any person for loss, liability or damages, including consequential or special damages, arising as a result of any security breaches or system failures or any other defect of the electronic online communication procedures, including, without limitation, loss due to data modification or destruction.

17. CONTROLS: You may request that controls (“Controls”) be applied to your account. The availability and effectiveness of such Controls is dependent upon each merchant’s adoption of card specifications and the information transmitted to us by them. You understand and acknowledge that only transactions submitted to us for authorization are subject to Controls and that such Controls can only be enforced when the merchant provides sufficient information as part of the authorization. We reserve the right to modify Controls upon notice to you when such Controls, in our opinion, are set at a level such that they are ineffective and not in accordance with the goals of the Controls program. Default values will be assigned by us unless you make your own election(s) through our online product. Additional important information related to Controls is also available online. We shall not be responsible for the prudence of any particular Control level you select. The existence and/or use of Controls shall not affect your liability for unauthorized use of Cards. You remain liable for transactions with unreported lost or stolen Cards and/or Card numbers and DINs. You also will remain responsible to review fraud control data provided by us, such as vehicle analysis reports, for the purpose of detecting fraud that occurs within Control parameters.

18. REPRESENTATION, WARRANTIES AND ACKNOWLEDGMENTS: You represent and warrant to us that this Agreement is valid, binding and enforceable against you in accordance with its terms and, if you are a corporation or other entity, that this Agreement has been duly authorized by all necessary action of your governing body. You agree to provide any evidence of corporate existence and authorization that we may reasonably request. As part of our commitment to customer service, our managers periodically will monitor telephone communications between our employees and our customers to ensure that our high quality service standards are maintained. By accepting this Agreement, you hereby consent to such monitoring and recording of telephone communications. You also agree to notify your employees who may be in telephone contact with our representatives that periodic monitoring of conversations will occur.

19. WARRANTY DISCLAIMERS AND LIMITATIONS ON DAMAGES: EXCEPT AS OTHERWISE REQUIRED UNDER APPLICABLE LAW, WE MAKE NO WARRANTY WITH RESPECT TO GOODS, PRODUCTS OR SERVICES PURCHASED ON CREDIT THROUGH US. WE FURTHER DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO GOODS, PRODUCTS AND SERVICES PURCHASED WITH A CARD, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY.

YOU ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS, LIABILITY OR DAMAGES YOU SUFFER WHICH ARISE FROM, ARE RELATED TO, OR IN ANY WAY ARE CONNECTED WITH ANY FRAUD CONTROL OR PURCHASE RESTRICTION MEASURES WE ELECT TO IMPLEMENT FROM TIME TO TIME, UNLESS SUCH LOSS, LIABILITY OR DAMAGES ARE A DIRECT RESULT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN IMPLEMENTING FRAUD CONTROL OR PURCHASE RESTRICTION MEASURES WE HAVE EXPRESSLY AGREED IN WRITING TO UNDERTAKE FOR YOU.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF ANY TRANSACTION, PRODUCT, GOOD OR SERVICE GOVERNED BY, OR ANY CLAIM RELATING TO, THIS AGREEMENT. THIS LIMITATION OF DAMAGES, INCLUDES, WITHOUT LIMITATION, ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING FROM OR RELATED TO THE USE OR MISUSE OF ANY CARD OR YOUR ACCOUNT. FURTHERMORE, OUR LIABILITY FOR ANY ACTUAL DAMAGES OR AMOUNTS DUE AS A RESULT OF NOT MEETING ANY EXPRESS OR IMPLIED WARRANTIES MADE BY US TO YOU IS LIMITED TO THE CARD FEES PAID BY YOU DURING THE YEAR PRIOR TO YOUR REQUEST FOR CANCELLATION OR REFUND DUE TO OUR NOT MEETING SUCH GUARANTEES.

20. ASSIGNMENT: This Agreement, individual transactions hereunder, your account and any and all of your obligations hereunder may be assigned without further notice to you. All of our rights under this Agreement shall also apply to any assignee of this Agreement, individual transactions hereunder or your account.

21. CANCELLATION: We and you have the right to cancel this Agreement/account as it relates to future purchases. You, of course, remain obligated to pay for all purchases made prior to cancellation. You agree to return all Cards to us upon notice of cancellation. We may at any time elect to terminate products or services under this Agreement upon fifteen (15) days advance written notice to you.

22. PARTIES TO THE AGREEMENT: This is an agreement between you and us and no other entity shall be deemed a party to this Agreement or third-party beneficiary hereof, except as provided in Section 22 hereof.

23. SEVERABILITY: In the event any provision of this Agreement is held to be invalid or unenforceable under any law, rule or regulation of any governmental agency, (federal, state or local), that fact will not affect the validity or enforceability of any other provision of this Agreement.

24. REQUIREMENTS OF A WRITING: You agree that copies and telecopies of signed originals of your Agreement, applications and product enrollment forms shall be binding as originals. You further agree that additions, updates, and deletions of vehicles, drivers, and Fleet Contact Persons placed by telephone or electronically, and accepted by us, shall be binding on you.

25. ENTIRE AGREEMENT: This Agreement, including the Fee Schedule, the Account Application you filed with us, any agreements which secure or guaranty your obligations under this Agreement, any electronic payment agreement, enrollment forms and any amendments, modifications, substitutions, or replacements thereof or thereto, is a final expression of the credit agreement between us and you and may not be contradicted by evidence of any alleged oral agreement. Except as is expressly permitted herein, no modification of this Agreement shall be effective unless in writing and signed by an authorized officer of you and us. Any terms different from this Agreement or contradictory to this Agreement that are set forth in a Purchase Order or other communication are expressly rejected and shall under no circumstances modify the terms of this Agreement. This Agreement shall be governed by and construed in accordance with federal law and the laws of the State of Utah (without reference to choice of law rules). Any judicial action brought under or involving the subject matter of this Agreement shall be brought exclusively in the courts of the State of Utah located in Salt Lake City or the U.S. District Court for the District of Utah, and the parties expressly consent to the exclusive jurisdiction of such courts for the resolution of any disputes hereunder. Each party hereby waives any objection to venue and any objection based on forum non conveniens in any such court.

Your use of your account indicates your acceptance of this Business Charge Account Agreement. In accordance with your agreement governing your account, we have also included the following schedule of fees and charges. Your use of your account also indicates your acceptance of this schedule of fees and charges.

Pricing for Additional Fleet Management Products & Services is available upon request.

If you have any questions about any of the above, please call Customer Service, toll-free at 1 (866) 711-4939.