Online Business Continuity Planning

For more than 160 years Wells Fargo has remained a beacon of trust, security and ingenuity. We have a sound business continuity program in place for each of our core lines of business, functions, and individual products and services – including Commercial Electronic Office® (CEO®).

CEO® is Prepared

We regularly test our recovery strategies in order to maintain their optimal reliability and effectiveness. In the event of an emergency, every reasonable attempt will be made to restore and maintain normal service levels as soon as possible.

Redundant systems

In recognition of the need to promptly recover online accessibility should an emergency occur, we’ve designed fully operational sites in two different geographic locations.

Regular testing

To ensure we have the ability to move you to the alternate site in an emergency, we test its reliability four times a year. As part of that testing, we make sure plans reflect new applications, changes to existing applications and offline services that support CEO.

Other information

Although impact is dependent of the severity of the event, we have identified four types of interruptions that could affect your company:

  • Systems. Redundancies have been instituted for our business-critical systems. Should a Wells Fargo system experience an outage, we will allocate all available resources to its remediation, making every effort to minimize impact on you.
  • Operations Facilities. Alternate processing centers are prepared to take over day–to–day processing and support until the primary operational center is operating normally.
  • Telecommunications. To minimize the likelihood of an outage, we’ve used multiple telecommunications companies to create a redundant network. Should an outage occur, we will take reasonable action to implement manual alternatives so you can receive timely information.
  • Transportation. An alternate delivery method will be used if air or ground transportation is unavailable. In the unlikely event that both are unavailable, we will take reasonable action to resume normal service levels as soon as possible.

Our business continuity plan means that you will be able to communicate with the same Wells Fargo representatives in times of need – people who know you and your business.

OF CEO, THE FINANCIAL INFORMATION, OR THE SERVICES, AND NEITHER BANK NOR ANY OF THE AFFILIATES MAKES ANY OTHER WARRANTY, PROMISE, COMMITMENT, GUARANTEE,OR REPRESENTATION WITH RESPECT TO CEO, THE FINANCIAL INFORMATION, OR THE SERVICES, EXCEPT THOSE WARRANTIES, PROMISES, COMMITMENTS, GUARANTEES, OR REPRESENTATIONS SPECIFICALLY STATED IN THE SERVICE FORMS. If a Service cannot be used through CEO, Bank will make reasonable efforts for such Service to be used by other means.

Limitation of Liability

Neither Bank nor any Affiliate will be liable to you for any direct damages or losses suffered or incurred by you in connection with CEO any of the Services, any Financial Information, any other information you receive through CEO, or any failure to provide, or delay in providing, access to CEO, any Service, or any Financial Information, except to the extent such damages or losses arise directly from the established negligence or willful misconduct of Bank or an Affiliate. Notwithstanding any provision of this Agreement or any Service Form to the contrary, IN NO EVENT WILL BANK OR ANY AFFILIATE HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OR LOSSES WHETHER ANY CLAIM FOR SUCH DAMAGES OR LOSSES IS BASED ON TORT OR CONTRACT OR WHETHER BANK OR ANY AFFILIATE KNEW OR SHOULD HAVE KNOWN THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCE.

Restricting or Terminating Access to CEO

Bank may terminate this Agreement or your (including your Users) access to CEO by providing you with thirty days prior written notice. However, Services may be terminated earlier, in accordance with the Service Forms. In the event you or your User(s) have violated any provision of this Agreement or a Service Form, Bank may terminate your, or a User’s, access to CEO, or an applicable Service, upon immediate notice. Neither Bank nor any Affiliate shall have liability to you or any User for any losses or damages you may suffer or incur as a result of (i) any termination of this Agreement or (ii) inability to access CEO or applicable Service.

Waivers

Neither Bank nor any Affiliate shall be deemed to have waived any of its rights under this Agreement unless such waiver is in writing and such writing is signed by an authorized representative of Bank or such Affiliate. No delay, extension of time, compromise, or other indulgence which may occur or be granted from time to time by Bank or any Affiliate under this Agreement shall impair the rights of Bank or any Affiliate under this Agreement.

Amendments

Bank may amend this Agreement at any time upon written notice to you. You will be deemed to have accepted such amendment if any of your Users access CEO or use any Service through CEO more than 30 calendar days after you receive notice of such amendment.

Assignment

You may not assign or transfer your rights or obligations under this Agreement, whether by operation of law, asset purchase, merger or other corporate reorganization, or any other method, without Bank’s prior written consent.

Governing Law

Your rights and obligations and the rights and obligations of Bank and the Affiliates under this Agreement will be governed by and subject to the laws of the State of California, excluding any applicable conflict of laws provisions.

Severability

The provisions of this Agreement are severable. If any provision of this Agreement is held to be invalid, or unenforceable, the validity or enforceability of the remaining provisions will in no way be affected or impaired thereby.

Entire Agreement

This Agreement and the Terms of Use for CEO set forth the exclusive and entire agreement between Bank, the Affiliates and you with respect to your use of CEO. Any prior agreements, representations, statements, negotiations, undertakings, promises or conditions, whether oral or written, with respect to your use of CEO, which conflict with the provisions in this Agreement are superseded by this Agreement.

This Agreement is signed below by your duly authorized officer or officers on the date stated below.