Fuel Charge Card Agreement and Terms and Conditions of Use

Last Updated: Oct 22, 2024

Version: 1.3

1. Introduction

1. This Fuel Charge Card Agreement and Terms and Conditions of Use (the “Terms”) are a legal agreement between you and CloudTrucks LLC (the “Company”) and contain the terms of the Fuel Card Account and associated Cards, as defined below. Whenever you see the words “you,” “your,” or “yours,” it refers to you, the owner of the Fuel Card Account. When you see the words “we”, “us”, or “ours,” it refers to the Company, the entity that provides you with a Fuel Card Account and facilitates your use of the associated Cards and your access to the Company’s charge card line of credit. These Terms are further subject to the terms and conditions in the Lease Agreement which are a condition to, and govern your use of, any of the services provided by the Company. However, to the extent there is a conflict between the Lease Agreement and these Terms, the provisions of these Terms will govern.
2. We reserve the right to amend these Terms or impose additional obligations or restrictions on you at any time. We will use commercially reasonable efforts to notify you in advance of any changes that impose material obligations on you. Notwithstanding the foregoing, by continuing to use the Fuel Card Account, you agree to be bound by such amendments or additional obligations or restrictions. The date on the top of this page shows when these Terms were last updated.
3. In addition to the capitalized words and phrases defined elsewhere in these Terms, the following terms have the respective meanings given to them below:
   • “Fuel Card Account” means your account with us to which all activity associated with the Cards is recorded.
   • “Card” means each card issued by the Issuer that is linked to the Fuel Card Account.
   • “Governing Documents” means these Terms, the Lease Agreement, and any other terms provided by us, from time to time, related to the Cards and the Fuel Card Account.
   • “Issuer” means the bank that issued the Card, and its agents, successors and assigns.
   • “App” means the mobile application or website interfaces, through which you can apply for a Fuel Card Account and obtain information related to the Fuel Card Account and the Cards.
   • “Transaction” means a transaction initiated by using a Card, such as to purchase or services or engage in any other permissible transaction under these Terms.

2. Eligibility and Applying for a Charge Card Fuel Card Account

1. To be eligible to apply for a Fuel Card Account, you must have been approved as a Contractor to haul freight under the CloudTrucks FMCSA authority and executed a binding Lease Agreement  and must not be otherwise engaged in the following business activities: (1) adult entertainment; (2) cannabis; (3) cryptocurrency; (4) gaming or online gambling; or (5) any other activities that we deem, in our or the Issuer’s respective discretion to be incompatible with the charge card program. In addition, the individual person completing an application must be at least 18 years of age and have the legal capacity and authorization to enter into these Terms on your behalf. We may also determine your eligibility for a Fuel Card Account or for the issuance of Cards using additional criteria as permitted by law, at our sole discretion.
2. You may submit an application through the App by following the instructions provided within the App.  You represent and warrant that you will provide true and accurate information in your application, and that you will be responsible for any information submitted by the person completing the application on your behalf. Any information you provide to us in connection with an application will be subject to our Privacy Policy.
3. In addition, to help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information identifying each business that opens a Fuel Card Account. This means that before a Fuel Card Account is established for you, we or the Issuer may require you to provide certain information and documents to verify your business and your beneficial owners. This may include documents such as corporate registrations or filings, proof of address, Social Security or Tax Identification Numbers, government-issued identification, and other documents or information.
4. By applying for a Fuel Card Account, you agree to provide us with any such information or documents requested by us or the Issuer from time to time. As noted above, any information you provide to us in connection with an application will be subject to our Privacy Policy.
5. ​​You agree that we may: (1) rely on the accuracy of all the information you provide to us when opening, maintaining and using your Fuel Card Account; (2) approve or deny your application(s) or grant you provisional access to the Fuel Card Account; (3) deny, interrupt, suspend, or terminate your access to your Permitted Account as permitted by law, with or without prior notice to you, including where required information is incomplete, inaccurate or out of date. You represent and warrant that you will keep all information you have provided to us current, complete and accurate.
6. If you are approved for the Fuel Card Account, you will be permitted to use the Fuel Card Account subject to the terms of, and your full compliance with, the terms of the Governing Documents.

3. Consent to Doing Business Electronically; Communications

3. You agree that your submission of an application and electronic consent to these Terms constitutes a valid electronic signature and your consent to conduct business with us electronically.  This means that you agree that any electronic signature you provide will have the same legal effect as a physical signature and consent to us providing all notices, communications and documents to you in electronic form.  If you decline or revoke your consent to conduct business with us electronically, we may close or suspend your Fuel Card Account and any associated Cards.
4. You understand and agree that, as provided in the Lease Agreement, we may communicate with you or any of your designated users, agents, or representatives by email, telephone, text message, regular mail, or through any other contact method or information you may provide to us. By providing us with a telephone number for a mobile device, including a number that you later convert to a mobile device number, you are expressly consenting to receiving communications for account related (i.e. payment due dates, available credit limit, missed payments, etc.) information.
5. This express consent applies to each such telephone number that you provide to us now or in the future. Calls and messages may incur access fees from your mobile services provider. You understand that you need not provide this consent as a condition of obtaining goods or services from us, and that you may decline to provide or revoke your consent at any time by emailing us at fuelcardsupport@cloudtrucks.com or by any other method that reasonably ensures we receive your revocation.
6. By providing us with a telephone number, you agree that we may record any telephone conversation with you (or any other individual) during any telephone call to or from that number for training purposes, whether or not the call was initiated by you, and whether we disclosed the fact that the call was recorded during the call.

4. Credit and Transaction Limits

4. When you initiate your Fuel Card account, we will, in our sole discretion, determine a credit limit to indicate the maximum amount of credit available to you through your Fuel Card account and inform you of this credit limit.
5. As you make charges with your Fuel Card, the credit available will be reduced immediately by such charges. As you make payments, the credit available will be increased to reflect such payments. Payments from load settlements and by debit from the CT Cash card will generate immediate increases in your credit available, whereas payments via ACH draw will generate increases in credit available when such funds have “cleared” your bank and are available to us.
6. From time to time, we or the Issuer may, in each such person’s sole discretion, establish and modify credit limits applicable to the Fuel Card Account, any Card, or any Transactions. We will communicate credit limits to you through the App or other documentation.
7. You understand that any temporary increases to credit limits are to facilitate the completion of a job. After job completion, the credit limit shall revert to the previously established limit.
8. You are responsible for any Transactions that exceed any credit limits and agree to promptly take any actions necessary to comply with any credit limits at all times. Any limits we or the Issuer may establish are at our and the Issuer’s complete discretion; we may decline or permit Transactions below or exceeding such limits at our discretion. Your available credit from time to time will be your established credit limit less all accrued and unpaid balances on your Card.

5. Prohibited Transactions

5. The Cards and the Fuel Card Account may only be used for operational expenses related to the hauling of freight pursuant to the Lease Agreement. The Cards and the Fuel Card Account may not be used for any other sort of transaction whatsoever.

6. Statements and Payments; Collections

6. Your Transactions will accrue over weekly periods beginning on a Monday at 12:00am Pacific and ending on the following Sunday at 11:59pm Pacific (the “Statement Period”).  All charges posted during any Statement Period must be repaid in full by the Wednesday following the end of the Statement Period.  For example, if a Statement Period begins on Monday, January 1, and ends on Sunday, January 7, then all charges that post during this period must be repaid by Wednesday, January 11.
7. We will provide a statement, which will be emailed to you, for all of the activity on your Fuel Card Account for each Statement Period (each, a “Statement”) on Monday following the end of the statement period. You may also request past statements to be emailed to you via the App. You are responsible for paying us the full balance of each Statement, including any pending chargebacks, by Wednesday after the end of the Statement Period (subject to any cut-off times for payment that we establish from time to time).
8. We expect that most Payments will be made through the course of the Statement Period by settlement of loads that you haul pursuant to the terms of the Lease Agreement. Recognizing that fuel charges that post during the Statement Period may relate to loads that do not settle until after the end of the Statement Period, we have set the payment due date to the Wednesday after the end of the Statement Period to allow for additional payments from load settlements. Note, however, that if an outstanding balance from the Statement Period remains unpaid as of 11:59 PM Pacific Time on the payment due date, we will then debit your CT Cash balance for the remaining balance. If available CT Cash funds are not sufficient to repay any outstanding balance from the Statement Period, we will then debit your bank account via ACH draw. If these draws are insufficient, we will continue to seek payment via load settlement and debits from your CT Cash and / or bank account until we have received payment in full. If payment in full has not been received by the Sunday following the end of the Statement Period, we will assess a 10% late fee. If you have exceeded your credit limit before your repayment date, we reserve the right to ask for payment in full of your balance before you may use Card for any further transactions.
9. You are responsible for all costs or expenses that are owed, whether to us or a third party, to collect late payments, including legal or collections fees. We reserve the right to draw funds via ACH pull or any other means available while the borrower owes any amount to CloudTrucks.
10. At offboarding, we may use the funds collected as “Escrow” to pay back outstanding balance from the fuel card.

7. Authorized Users

7. You may establish Authorized Users who can conduct Transactions on your behalf using the Cards. By establishing Authorized Users, you acknowledge and agree that we will consider all Transactions engaged in by your Authorized Users as authorized by you and that you will be responsible for all such Transactions. You also agree that establishing an Authorized User will constitute a request to issue the Authorized User a Card and your authorization to issue renewal or replacement Cards to the Authorized User when the Authorized User’s current card nears its expiration.
8. The issuance of cards is subject to the discretion of the Issuer. The Cards must be activated prior to use by following the instructions that we provide to you, or are that provided with the Cards.

8. Disputes and Chargebacks

8. If you have a dispute regarding a charge on your Weekly Statement, first contact the applicable merchant. If the merchant is unable to fully resolve the dispute, you may initiate a chargeback by contacting us at fuelcardsupport@cloudtrucks.com no later than 60 days following the date of the disputed charge. You agree to cooperate with, and provide any information to, us, Issuer, and Issuer’s agent related to the investigation of a disputed charge. If you have any other complaint or issue regarding the Fuel Card Account or the Cards, contact us through the App.

9. Fees

9. Late fees will be assessed if statement balances are not paid in full by the next billing period start date. The fee will be 10% of the under payment amount, payable by the next statement due date.
10. CloudTrucks may waive late fees when a contractor is unable to haul freight owing to unforeseeable circumstances that are being resolved earnestly. For example:
    • if a contractor’s truck broke down and requires expensive repairs for which they are actively seeking to raise payment funds
    • if a contractor is credibly sick, receiving medical care that limits mobility, dealing with a family member’s illness that is also credible, etc.
    • if a contractor or contractor’s immediately family member was called to active duty military service, thereby precluding or reasonably limiting the contractor’s activity
11. Assessments of the contractor’s circumstances and decisions to waive fees are made in the sole discretion of the CloudTrucks Risk department and will be documented in the “Credit Action Log” Google Form.
12. Other than late fees, there are no fees, interest, or charges for your use of the Fuel Card Account and the Cards. We reserve the right to implement or change fees, interest, or charges at a future date, and if we do, we will notify you. Please monitor the App and other means by which we contact you for any changes to our fees.

10. Responsibility to Safeguard the Fuel Card Account and Cards and Notify Us of Loss or Theft.

10. You and your Authorized Users must use reasonable care to safeguard access to the Fuel Card Account and the Cards. This means, but is in no way limited to, ensuring that you and your Authorized Users keep your Fuel Card Account information, weekly statements, Cards and Card numbers, App login credentials, and any computer, mobile device and network used to access the App secure at all times.

11. Reporting Unauthorized Liability for Unauthorized Transactions
    • You are responsible for promptly reviewing your weekly statements for errors or unauthorized activity. If you suspect that a Transaction is unauthorized or erroneous, or that a Card or your login credentials for the App have been lost, stolen or compromised, you must promptly notify us by emailing us at fuelcardsupport@cloudtrucks.com.
    • Your liability for unauthorized Transactions that occurs prior to us receiving your notice will not exceed fifty dollars ($50). You will not be liable for unauthorized Transactions that occur after we receive your notice.
    • All Transactions authorized by your Authorized Users or by any person to whom you have given access to a Card or your Fuel Card Account will not constitute unauthorized Transactions, even if such Authorized Users or persons exceeded the authority you have given them or failed to comply with your own policies concerning use of the Fuel Card Account or Cards.  In addition, you agree that you will provide us and any law enforcement authority reasonable assistance with any investigation or prosecution with respect to unauthorized Transactions.

12. Default

12. We may consider your Fuel Card Account to be in default if you:
    • Fail to pay any amounts owed when due;
    • Breach any provision of any agreement between you and us;
    • Are in default or a collections status with any other credit or financing agreement;
    • File for dissolution or bankruptcy;
    • Establish a Fuel Card Account or request a Card using false or inaccurate information;
    • Engage in illegal activity or Transactions or otherwise violate any applicable law or regulation; or
    • If we or the Issuer, in our sole discretion, determines at any time that you pose an unacceptable risk to us or the Issuer.
13. If your Fuel Card Account is deemed to be in default, we or the Issuer may reduce your credit limits, decline to issue you new Cards, close or suspend your Fuel Card Account, and/or deem all amounts outstanding immediately due and payable.

13. Additional Terms

13. Business Purpose:  The Fuel Card Account and all Cards may only be used for bona fide fuel expenses related to freight that you have agreed to haul pursuant to the Lease Agreement. Neither the Fuel Card Account nor any Card may be used for personal, family, or household purposes.
14. KYC; Authorized User Information:  You agree to obtain and provide information concerning you and your prospective or current Authorized Users that Issuer or (or Issuer’s agent) may request from time to time, including for purposes of complying with “Know Your Customer” and other applicable laws that may prohibit or limit the use of the Fuel Card Account and the Cards, such as a person’s or entity’s inclusion on the Office of Foreign Assets Control list.
15. Reservation of Rights:  Issuer or its agent may decline, reverse, require further authorization for, place a hold on, or take any other lawful action regarding any Transaction, the Cards and the Fuel Card Account, in its sole discretion, for any reason, including due to a breach of the Governing Documents, your creditworthiness, and suspected or actual fraud. We may, or may be required by Issuer or its agent to, suspend or terminate the Fuel Card Account or any Cards at any time and for any reason.
16. Liability for Card Users:  You are solely responsible for all acts and omissions of you, the Authorized Users, or any other person as it relates to any such person’s use of the Cards and the Fuel Card Account, including compliance with applicable law.
17. Property Rights:  Each Card is the property of the Issuer and must be returned to the Issuer upon request. The Cards and related documentation used or provided in connection with the Fuel Card Account and the Cards that is not owned by us is owned by the Issuer and other third parties, as applicable, including any trademarks displayed on the Cards, and is subject to any conditions on their use imposed by the Issuer and other third parties. No Governing Documents (including these Terms) assign or convey any interest in the intellectual property of us, the Issuer or any third party, except for the limited right to use the Fuel Card Account and the Cards subject to the terms of the Governing Documents.
18. Information Sharing:  You license and authorize us to share your information, including the account activity associated with the Cards and the Fuel Card Account, with us, the Issuer, the Issuer’s agent, and, to the extent necessary to provide the Fuel Card Account and the Cards, other third parties. Our collection, use and sharing of information in connection with this program is governed by our Privacy Policy.
19. Relationship of the Parties:  These Terms are made solely as between you and us and do not establish a contractual or any other legal relationship between or among you, the Issuer (or any of its agents), or any other third-party service provider.

14. Additional Legal Terms

14. Disclaimers of Warranties:  WE (ON BEHALF OF US, THE ISSUER, THE ISSUER’S AGENTS, AND ALL OF THEIR SERVICE PROVIDERS) SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS HEREBY EXCLUDED. THE FUEL CARD ACCOUNT, THE CARDS, AND SERVICES RELATED TO THE FUEL CARD ACCOUNT AND THE CARDS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESSED, IMPLIED OR STATUTORY. THIS DISCLAIMER OF WARRANTY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN ANY APPLICABLE JURISDICTION.
15. Limitations of Liability:  To the fullest extent permitted by law, we are not liable to you for any consequential, indirect, special, punitive, putative, or exemplary damages, lost profits or lost revenues, whether or not advised of the possibility of such damages, and regardless of the legal theory on which the claim for damages is based. In no event will our aggregate liability to your for any loss, damage, or claim related to or arising out of your use of the Cards, the Fuel Card Account, or any of the services we provide to you exceed $100.
16. Indemnification:  You agree to indemnify, defend, and hold harmless us and our employees, directors, and other representatives against any and all third party proceedings, claims, demands, causes of action, damages, fines (including those imposed by payment systems, networks, or regulators or other governmental authorities), reasonable expenses (including reasonable attorneys’ fees and other legal expenses), liabilities, or any other losses arising out of or related to the establishment, use, and maintenance of the Cards and the Fuel Card Account, including any act or omission by you or any Authorized User and any breach of the Governing Documents by you or any Authorized User.
17. General Representations, Warranties, and Covenants:  You represent, warrant, and covenant that (a) you are duly organized and validly existing and in good standing under the laws of your state of organization, are duly qualified to do business or conduct its affairs in each jurisdiction where you do business or conduct affairs, and have the full power and authority to carry on business or affairs as presently conducted; (b) you have full power, capacity, and authority to enter into and perform all obligations under these Terms; (c) entering into and performing all obligations under these Terms is not inconsistent with any of your governing documents, and does not and will not contravene any provision of or constitute a default under any contract or other instrument binding you; (d) all information that you have provided and will provide at any time in the future to us is and will be accurate, and upon request, an appropriate officer of your company will certify the accuracy of all such information regarding your company; and (e) you will deliver in a form acceptable to us any legal documents, financial statements, or other information we may require in connection with the Fuel Card Account and the Cards. You agree to notify us promptly of any significant change in your business or affairs that has or may have a material adverse effect on your ability to perform your obligations under these Terms.
18. Arbitration and Waivers:  Be sure that you read this provision carefully and understand that this provision may significantly limit your rights if there is a dispute between you and us, including your right to bring or participate in a class action.
    • Election to Arbitrate:  You and we agree that the sole and exclusive forum and remedy for resolution of a Claim is final and binding arbitration pursuant to this arbitration election (“Arbitration Election”). As used here, “Claim” includes any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of these Terms, or the activities or relationships that involve, lead to, or result from these Terms, including the validity or enforceability of this Arbitration Election, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise. Please note that you may continue to assert Claims in small claims court, if your Claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The scope of this Arbitration Election is to be given the broadest possible interpretation that is enforceable.
    • Applicability of the Federal Arbitration Act and Arbitrator’s Powers:  This Arbitration Election is made pursuant to a transaction involving interstate commerce and is governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this Arbitration Election. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator must take steps to reasonably protect confidential information.
    • Informal Dispute Resolution: If a Claim arises, our goal is to address your concerns and, if we are unable to do so, to provide you with a neutral and cost-effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you will first submit your Claim to us by email and provide us with the opportunity to resolve your concern prior to initiating arbitration.
    • Arbitration Procedures:  The party initiating arbitration must do so with the American Arbitration Association (the “AAA”) or Judicial Alternatives and Mediation Services (“JAMS”). The arbitration will be conducted according to, and the location of the arbitration determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Election or any countervailing law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Election, this Arbitration Election controls, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be held in the United States county where you live or work, or any other location we agree to.
    • Arbitration Fees:  If we initiate arbitration, we will pay all the administrator's filing costs and administrative fees (other than hearing fees). If you initiate arbitration, filing costs and administrative fees (other than hearing fees) will be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator's rules. We will pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them and we agree to do so. Each party bears the expense of its own attorneys' fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, this Arbitration Election does not prevent these statutory rights from applying in the arbitration.
    • Appeals:  Within thirty (30) days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, any opposing party may cross-appeal within thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal are governed by this Arbitration Election and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, are final and binding, except for any appeal right under the Federal Arbitration Act (“FAA”), and may be entered as a judgment in any court of competent jurisdiction.
    • No Class Actions:  No Arbitration May Proceed on a Class, Representative, or Collective Basis (Including as Private Attorney General on Behalf of Others), Even if the Claim or Claims Subject to Arbitration Had Previously Been Asserted (or Could Have Been Asserted) in a Court as Class Representative, or Collective Actions in a Court.
    • Unless all parties in the arbitration consent in writing, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless all parties to the arbitration consent in writing , an award in arbitration determines the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and do not (a) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party; nor (b) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator has the power or authority to waive, modify, or fail to enforce this Section 2.5, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, is invalid and unenforceable. A court, not the administrator or any arbitrator, will determine the validity of any challenge to this Section 2.5.
    • Survival and Severability of Arbitration Election:  This Arbitration Election survives the termination of these Terms. If any portion of this Arbitration Election other than Section 2.5 is deemed invalid or unenforceable, the remaining portions of this Arbitration Election will remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this Arbitration Election’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from the Arbitration Election and may be brought in court. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in Section 2.5 are finally adjudicated pursuant to the last sentence of Section 2.5 to be unenforceable, then no arbitration will proceed. No invalidation authorizes an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Election.
    • Judicial Forum for Claims:  Except as otherwise required by applicable law, if this Arbitration Election is found not to apply to you or your Claim, you and we agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Virginia. Both you and us consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
    • Waiver of Right to Litigate:  The parties acknowledge that they have a right to litigate claims through a court before a judge or jury and knowingly and voluntarily waive that right by agreeing to these Terms and Arbitration Election.

15. Governing Law  

These Terms will be interpreted in accordance with the laws of the State of Delaware without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Election above must be brought in state or federal court in Delaware, unless we both agree to some other location, and you hereby consent to the venue and personal jurisdiction of such court.

16. Miscellaneous

15. Any notice you send to us is effective after we receive it and have a reasonable opportunity to act on such notice, and any notice we send to you electronically is effective upon us sending the notice, and any other notice that we send to you is effective upon your receipt of the notice. Except as set forth in the Arbitration Election, if any part of these Terms is found to be invalid, the rest of these Terms will remain in effect. Any waiver provided to you, of any kind or at any time, only applies to the specific instance involved, and is not a general waiver under these Terms for any other or future acts, events, or conditions. Any delay by us does not forfeit any rights under these Terms. You may not transfer, sell, or assign the Fuel Card Account, any Cards, or these Terms, or any rights or obligations under these Terms or associated with the Fuel Card Account or the Cards, to another person or entity. As used herein, the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” the word “or” is not exclusive, and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Words defined in the singular include the plural, and vice versa. These Terms, including incorporated terms, comprises the entire understanding of the parties with respect to the subject matter described and supersedes all other proposals or previous understandings, written or oral, between the parties.

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