Welcome to these Terms of Service (these "Terms" or "Terms of Service") provided by Openlane Technology Corporation d/b/a RoadFlex ("RoadFlex", "Company", "we", "our", "us")! As you, a natural person on behalf of a business customer ("Client", "you", "your") have just clicked our Terms of Service, please carefully read these terms. It will take you approximately 20 minutes. These Terms govern your access and use of our web pages located at www.roadflex.com, our software platform for companies with vehicle fleets, and our products, including the RoadFlex Unlimited Card program and the RoadFlex Fuel Card program (such software platform and our products including the RoadFlex Unlimited Card program and the RoadFlex Fuel Card program, together, the "Service" or "Services") operated by RoadFlex. If (1) you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and in that case, "Client", "you", and "your" will refer to that entity; and (2) notwithstanding anything to the contrary in these Terms, if you have executed a quote or other ordering document for the Services or any portion thereof which references and incorporates these Terms (a "Quote"), then "Client", "you", and "your" will refer to the entity signatory in that Quote who is obtaining the right to use our Services.

Our Privacy Policy also governs your use of our Service and explains how we collect, safeguard and disclose information that results from your use of the Services, the software platform and Card program. Please read it here.

By using the Services, or if you have executed a quote or other ordering document for the services or any portion thereof which references and incorporates these terms (a "quote"), you agree to comply and be bound by these Terms, any policies referenced within, including our Privacy Policy, and as applicable, any additional terms related to our services, including our RoadFlex Unlimited Card Program Terms and our RoadFlex Fuel Card Program Terms ("Agreements"). The Agreements may reference and incorporate additional terms from bank, financial institution, or other partners (including payment processors and Issuers) that provide services related to one or more Services we provide you ("Program Partners"). By using the Services, you further acknowledge that you have read and understood the Agreements (including any referenced additional terms therein) and agree to be bound by them.

If you do not agree with, or cannot comply with, the Agreements (including any portion of these Terms), then you may not access or use the Service. In the event of a conflict between these Terms of Service and the terms of any Program Partner, these Terms of Service shall prevail.

These Terms apply to all visitors, Card users, any employees, contractors, agents, or other individuals permitted to use Services or Cards (defined below) on Client's behalf, including Administrators (defined below), or any individual who is configured as an active user in your Account (defined below) and others who wish to access or use Service (collectively "Users").

Please note that you should review these Terms carefully, including those provisions which limit our liability (see Section 14(d)) and those regarding individual arbitration for potential legal disputes (see Section 14(m)).

Please save a copy of the Terms for your reference. Thank you for being responsible in your use of the Services.

1. Communications

   The Services (or certain features thereof) may require you to create an account to access such Services or features (an "Account"). By creating an Account on our Service, you agree that we may provide you communications about your Account and the Service by electronic means, through phone calls or text messages, or in writing to any contact information we have on file for you. Standard mobile, message, or data rates may apply, and you are responsible for any such fees.

   Consent to Contact. 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—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us, our affiliates, agents, Third-Party Service Providers, servicers, and collectors at that number, about any product or services offered by us. This express consent applies to each such telephone number that you provide to us now or in the future. 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 support@roadflex.com or by any other method that reasonably ensures we receive your revocation.

   You also agree that these communications are not unsolicited for purposes of any state or federal law, and you understand that this may result in additional mobile, text message, or data charges.

   You also understand and agree that we may monitor or record telephone conversations you or anyone acting on your behalf has with us or our agents for quality control and training purposes or for our own protection. You acknowledge and understand that, while your communications with us may be overheard, monitored, or recorded without further Notice or warning, not all telephone lines or calls may be recorded by us, and we do not guarantee that recordings of any particular telephone calls will be retained or retrievable.

   By creating an Account on our Service, you further agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these marketing communications from us by following the unsubscribe link contained therein, or by emailing at support@roadflex.com.

2. Working with Third Parties

   If you grant express permission to a third party to take specific actions on your behalf, or access particular information about your Account on our Service, either through your use of the third party's product or service or through your Account, you acknowledge that we may disclose the information about your Account that is authorized by you to this third party. You also acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under the Agreements. Further, you acknowledge and agree that you will not hold us responsible for, and will indemnify us from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.

3. Opening and Managing your Account
   • Eligibility

     FOR INDIVIDUALS ACCESSING THE SERVICES IN THEIR INDIVIDUAL CAPACITY (AND NOT ON BEHALF OF A BUSINESS ENTITY): The Service is intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any of the Services, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into these Terms and abide by all of the terms and conditions of these Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of the Service.

     The Service is intended only for access and use by individuals within the United States. By accessing or using any of the Services, you warrant and represent that the business customer you represent is registered in the United States (such as C-corps, S-corps, LLCs, or LLPs) in jurisdictions where the Service is available. Individual consumers, sole proprietors, unincorporated partnerships, and companies organized and registered outside the United States are not permitted to use or attempt to open or use an Account or the Services.

     The natural person applying for an Account on behalf of the business customer Client must have legal capacity and be authorized by such business customer to enter into the Agreements, including these Terms. Please be advised that some RoadFlex products may require a personal guarantee from the natural person who is applying for them on behalf of the business customer Client, or from a business entity that is a corporate parent of the business customer Client. In certain circumstances, RoadFlex may require additional guarantees or other forms of assurance or security in order for the business customer to continue using the Account. A guarantor may request a release from its guarantee obligations, and RoadFlex may consider such a release if the business customer Client is able to supply a suitably qualified replacement guarantor. If you have been denied an application for an Account in the past six (6) months, you have an existing application in process, you have an existing Account, or you have recently had your Account closed or suspended due to non-payment, you are ineligible to submit an application for an Account. For the avoidance of doubt, references to “you” in the preceding sentence include any of your subsidiaries or affiliates. We must also be able to verify your identity and to verify information you submit and the identity of your company's Beneficial Owners (defined below). If you misrepresent your eligibility to us, or misrepresent your identity or the identity of any Beneficial Owner, you may be prohibited from using the Services in the future. Providing inaccurate, incomplete, or obsolete information may result in the immediate termination of your Account on Service.

     "Beneficial Owner" means any individual who, directly or indirectly, owns 25% or more of the equity interests of Client company, or a single individual with significant responsibility to control, manage or direct Client company.

   • Hardware and Software Requirements

     In addition, in order to submit an application for an Account, access and use the Services, and receive required Notices (defined below), each Administrator (defined below) must have the following hardware and software capabilities:

     1. A valid, working email account
     2. A mobile phone capable of receiving and sending text messages
     3. Access to a computer and connection to the Internet. Your Internet browser must be one of the current and previous major releases of Chrome, Firefox, Microsoft Edge, or Safari.

     In addition, each User of a Card is required to have a mobile phone that is capable of receiving and sending text messages to use the Services and to receive Notices correctly.

   • Required Information

     If you wish to open an Account you will need to provide Client Data and certain Personal Data (defined below) when submitting an application for an Account. We provide Client Data and Personal Data to Program Partners and Third-Party Service Providers to assist us in determining your eligibility for the Services and Cards.

     To help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires that financial institutions obtain, verify, and record Client Data and Personal Data identifying companies and their Beneficial Owners. We or our Program Partners may require that you provide certain documentary information to verify Client Data and Personal Data such as a corporate registration certificate, proof of address, or government-issued identification. You may be required to verify information previously provided or provide additional information in the course of applying for, or receiving, certain Services. Company and Program Partners rely on the accuracy of Client Data and Personal Data when opening and maintaining your Account. We may deny applications, interrupt provision of the Services to you, or suspend or close your Account for any reason, including where Client Data or Personal Data is incomplete, inaccurate, or out of date. You will keep Client Data and each Beneficial Owner's, User's and Administrator's Personal Data current, complete, and accurate in your Account.

     You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene. We reserve the right to refuse service, terminate Accounts, remove or edit content, or cancel orders at our sole discretion.

   • Notification of Corporate Changes

     You agree to promptly provide us Notice in writing if any of the following occur:

     1. There is any change of Beneficial Owners or Control Persons;
     2. There is any material change in the control or ownership of your business; or
     3. You are the subject of an inquiry, proceeding, investigation, or enforcement action promulgated by any regulatory authority.

   • Account Manager and Administrators

     The natural person who is an owner of the Client business will be designated as the account manager and the initial Administrator. There can only be one account manager.

     • Users

       Users may use the Account, transact, and use the Services only for valid, lawful, bona fide business purposes on Client's behalf. Users may not use the Services for personal, family, or household purposes. Users must also accept and comply with the Agreements, including these Terms.

     • Responsibility for Use

       Client is solely responsible for the use, maintenance, administration and security of your Account, the Cards, and any personal or employee identification numbers, vehicle identification numbers, or other information necessary to access the Account or to use any Card, including, but not limited to, distributing Cards to, and collecting Cards from, employees and agents. Client is solely responsible for monitoring transactions, invoice balances, and receipts as well as reviewing and replying to any fraud alert notifications.

       Client is responsible and liable for any actions or failure to act on the part of Administrators, Users, and those using Credentials (defined below) issued to Administrators to access the Account. Client is liable for any breach or violation by its Administrators or Users of the Agreements or any of the agreements, terms, and policies incorporated by reference.

4. Consent to electronic signatures and communications.

   You agree that submitting your application for an Account and indicating consent to these Terms constitutes your electronic signature. You also agree that your electronic consent has and will have the same legal effect as a physical signature. You consent to us providing Notices (defined below) and account statements to you electronically, and understand that this consent has the same legal effect as would a physical signature. To access and retain electronic Notices, you will need a computer or mobile device with Internet or mobile connectivity. You may revoke this consent to receive electronic communications by contacting the RoadFlex customer support team by email at support@roadflex.com, but if you do so, we reserve the right to terminate your access to the Services and to close your Account. You also have the right to receive communications in paper form.

5. Payments, Billing, and Fees
   • Billing Cycles

     Some parts of the Service will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly basis and billed on the first of each month, or on an annual basis, depending on the type of Account. At the end of each Billing Cycle, your Account will automatically renew under the exact same conditions unless you cancel it or Company cancels it. You may cancel your Account renewal either through your online account management page or by contacting the RoadFlex customer support team and providing Notice to us by contacting us at support@roadflex.com.

   • Linked Accounts and Payment Methods

     A valid payment method, including payments via bank wire transfer or debit card, is required to process the payment for your Account. You shall provide Company with accurate and complete billing information, including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such payment information, you automatically authorize RoadFlex to charge all Fees (defined below) incurred through your Account to any such payment instruments, or to any digital wallet associated with your Account.

     You must link at least one Linked Account (defined below) when you create your Account, and maintain at least one Linked Account at all times. For purposes of the Agreements, "Linked Account" means any account that is held with a financial institution or that provides financial data and is linked to or authorized for use through your Account. You can change your Linked Account at any time, but it may take up to three (3) business days for the change to take effect. If there are insufficient funds in your Linked Account to pay your balance or if a payment we initiate from your Linked Account fails, you authorize us to immediately initiate a payment at any time for any amount up to the total amount of your balance from another Linked Account provided by you.

     Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

   • ACH AUTHORIZATION

     We may initiate, at your request, a debit to your Linked Account to facilitate payment for Services. You hereby authorize us to deposit funds, settle funds, and deduct funds you owe us from your Linked Account. You represent, warrant, and covenant that your Linked Account was established for business purposes and not for personal or household purposes.

     You agree to be bound by NACHA Operating Rules. We may debit the Linked Account to pay the amount charged to the Account any time the balance of the Account reaches the credit/spend Limit. The exact time that the Linked Account will be debited may vary, depending on the processing capabilities of the bank at which the Linked Account exists. We may change your Billing Cycle at any time by providing you with a written Notice.

   • Withdrawing or Changing Your Authorization

     You may change your Linked Account at any time through the Service. To withdraw the debit authorization for automatic payment from a Linked Account, you must provide us seven (7) days' advance Notice. Withdrawal of an ACH debit authorization does not terminate any of the Agreements or your obligation to pay all amounts owed under the Terms or the Terms for your RoadFlex Fuel Card or RoadFlex Unlimited Card (collectively, "Card Program Terms") in a timely manner. You will be responsible for all costs of collections and damages if amounts owed are not paid in full as described herein.

   • Commercial Nature

     Your Account is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to transactions on your Account or your use of the Services.

   • Returned Payments

     If any payment is returned or denied, we will charge, and you agree to pay, a returned payment Fee of up to fifty U.S. dollars ($50) or the maximum amount allowable by applicable law for each returned payment, whichever is lesser. At our option, we will assess this Fee the first time your check or payment is not honored even if it is honored upon resubmission. In addition, if your payment is returned or denied, we may prevent you from making any further purchases using the Cards until such time that you pay the outstanding balance in the Account.

   • Fees and Fee Changes

     Company, in its sole discretion and at any time, may assess fees for the Service and Account ("Fees"). Except when required by law, any paid Fees are non-refundable to Client. Any Fee change will become effective on the first day after the end of the then-current Billing Cycle, except that you will be charged an additional subscription fee for any Card that you activate in between Billing Cycles. Your use of the Card is subject to a subscription fee that is based on the number of active Cards on your account, as determined on the first day of each month. A Card is defined as active if it is set to active in your RoadFlex customer portal. The monthly subscription fee will be applied to your account on a rolling basis every thirty (30) days after activation or delivery, unless your RoadFlex account has been canceled.

     List of All Fees for RoadFlex Cards

     1. Per Card Fee - Basic Tier (Applies to: RoadFlex Unlimited / RoadFlex Prestige): $3/active card/month. The Per Card Fee - Basic Tier is a monthly subscription fee for access to the RoadFlex Platform and entry-level features.
     2. Per Card Fee - Premium Tier (Applies to: RoadFlex Unlimited / RoadFlex Prestige): more than $3/active card/month. Customers may select the Premium tier, which comes with access to additional features & amenities that aren't available on the Basic tier.
     3. Late Payment Penalty (Applies to: RoadFlex Prestige). The Late Payment Penalty applies if a statement isn't paid in full by the due date.
     4. Account Set Up Fee (Applies to: RoadFlex Unlimited). On RoadFlex Unlimited, the fee is paid in full before customer account is activated.

     Usage of the RoadFlex Prestige Card is subject to the RoadFlex Fuel Card Program Terms.

     Company will provide you with a reasonable Notice of any change in Fees before such change becomes effective. Your continued use of the Service after a Fee change comes into effect constitutes your agreement to pay the modified Fee amount.

6. RoadFlex Fuel Card Program Terms
   • Introduction

     The RoadFlex Fuel Card (the "Fuel Card") is provided by us via our payment service provider, Stripe and our financial institution provider, Celtic Bank. The RoadFlex Card is subject to these RoadFlex Fuel Card Program Terms (the "Fuel Card Program Terms"), and the Terms of Service. Terms not defined herein shall have the meanings ascribed to such terms in the Terms of Service, unless specifically provided otherwise. The Fuel Card Program Terms incorporate the Stripe Spend Card Agreement and the Stripe Spend Card User Terms (the "Stripe Terms") related to the Fuel Card (together the "Fuel Cardholder Agreement"). You agree to the terms and conditions of the Fuel Cardholder Agreement available at https://stripe.com/issuing/legal that are applicable to Authorized Users (as defined in the Fuel Cardholder Agreement). In the event of a conflict between the Fuel Card Program Terms and the Stripe Terms, the terms of the Fuel Card Program Terms shall prevail.

     Your Fuel Card is commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including NACHA rules specific to consumers) do not apply to your Fuel Card and any transactions on your Fuel Card.

     You acknowledge and agree that the Fuel Card is subject to rules and restrictions imposed by us, including with respect to spending rights.

     BY USING ANY FUEL CARD OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE FUEL CARD PROGRAM TERMS AND AGREE TO BE BOUND BY THEM.

   • Activating the Fuel Card

     Fuel Cards must be activated prior to use, and each User must have an active profile configured by an Administrator and a verified mobile phone number. Activation instructions are provided to Administrators with delivery of physical Fuel Cards, by a Notice sent electronically, or through your Account. By activating a Fuel Card or participating in the Services in any way, Users and Administrators represent that they have read and understand the Fuel Card Program Terms and that they agree to be bound by such terms. Fuel Cards may be physical or virtual payment cards.

   • Requesting and Replacing Fuel Cards

     Users may request Fuel Cards through their Account but may only request Fuel Cards for and provide Fuel Cards to individuals that are employees or affiliated with or authorized by you. Fuel Cards may be denied or canceled due to changes in Program Partners’ policies, as required by law, or for other reasons we determine are appropriate under the circumstances. You will be issued Fuel Cards and will be able to view transactions and manage Fuel Cards through your Account.

     You will promptly provide us Notice and take appropriate measures to prevent unauthorized transactions when a Fuel Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Fuel Cards through your Account portal. Replacement Fuel Cards may have new account numbers that will require you to update the Fuel Card on file for any scheduled or recurring payments. If you do not update the Fuel Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Fuel Cards stored with merchants where account numbers have been changed.

   • Using Fuel Cards

     Users may only use Fuel Cards for bona fide business-related Charges (defined below). Fuel Cards may not be used for cash advances or purchases from persons other than merchants. Fuel Cards may only be used to complete transactions in the United States using U.S. dollars (USD). You are responsible for selecting who in your organization should have access to Fuel Cards. You agree to establish and maintain controls designed to ensure that the Fuel Cards are only used for bona fide Client purposes and in compliance with card network rules. You are solely responsible for Charges made by any individual given access to Fuel Cards. Company, Program Partners, card networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. We are not responsible for any losses, damages, or harm caused by a Charges that are denied or reversed.

     For avoidance of doubt, bona-fide business related Charges do not include:

     1. Charges for expenses other than fuel and fleet expenses, such as maintenance, repairs, tires, towing service, tolls and parking related expenses;
     2. Any attempt to pay off other credit cards or debt obligations;
     3. Any attempt to pay any of the following individuals (or entities controlled by or owned by any of the following individuals): Client, Client's friends, Client's family members, or other individuals or businesses for the purposes of transferring money to anyone for non-fuel and non-fleet related expenses.

   • Charges; Promise to Pay; Entire Balance Due

     You promise to pay all Charges when payment is due in U.S. dollars (USD) in accordance with these Fuel Card Program Terms and the Terms of Service.

     Payment is due seven (7) calendar days following the last day of your billing cycle.

     A "Charge" is defined as any payment for goods or services made using a Fuel Card to a merchant that accepts payments on the applicable card network (in the case of the Fuel Card program, the applicable card network is Visa). This includes all Charges made by Users, by persons authorized to act on your or a User's behalf or given access to Fuel Cards, regardless of whether a Fuel Card is physically presented for a Charge. You shall pay all such amounts, no matter how it is incurred, for what it is incurred (even if incurred for a purpose not permitted under these Fuel Card Program Terms or the Terms of Service), or who has incurred it, subject to the terms of the Agreements. You further promise to pay all Fees and any fines incurred through use of Fuel Cards for such Charges. Please see subsection (i) below regarding your liability for Unauthorized Use of a Fuel Card or your Account.

     We can declare all Charges, Fees, and any fines or other amounts owing under your Account to be immediately due and payable on demand where you: (a) fail to pay the full balance indicated in a periodic statement when it becomes due; (b) breach the Terms of Service or these Fuel Card Program Terms or are otherwise in default in accordance with subsection (g) herein; (c) provide any false or misleading information or fail to maintain information as current; (d) you are in default under any other agreement with us; (e) you do or we believe you may cease to exist, take any action to dissolve or wind up your affairs, engage in voluntary or involuntary bankruptcy filings or such case is filed by or against you, or a receiver or trustee for the benefit of creditors is appointed for you; or (f) you or we close your Account.

   • Late Fees

     If we are unable to collect payment from your selected payment method in the full amount of your balance for any reason on the date it is due, we may charge you a late fee in the amount indicated in your account, which such late fee will be added to your balance.

   • Default, Collections

     Default. Your Account may be in default where you breach or threaten to breach these RoadFlex Fuel Card Program Terms or any of the other terms and conditions or agreements you sign with us; where you do not pay amounts owed when due, or file for dissolution or bankruptcy; where you open or maintain an Account using inaccurate or false information; or where we determine in our discretion that you pose an unacceptable regulatory or financial risk to us or third parties.

     Remedies Upon Event of Default. Without limiting any of our rights or remedies provided elsewhere in these Terms, or by applicable law, or in equity, or otherwise, at any time after any event of default, we will have and may exercise, at our election, any and all rights and remedies available at law, in equity, or otherwise, including, without limitation, (i) declaring the entire unpaid balance of the obligations hereunder or any part thereof immediately due and payable, whereupon it shall be due and payable; and (ii) demanding payment from any guarantor. Our failure to collect payment from you using the payment method you provide does not extinguish our right to collect payment from you by any other means, including by referring your Account to a collections agency.

     Third party collections, credit reporting, right to terminate. We may assign Accounts to third party collection agencies, report positive and/or negative information to business credit bureaus, restrict your access to your Account, or take any other action permitted by applicable law. You agree that we or any of our agents or third parties acting on our behalf may contact you periodically to send you reminders to pay your obligations through any of the communication methods discussed in the Terms of Service.

     Your liability for fees and expenses. You are responsible for all costs or expenses that we or our partners incur while collecting amounts owed but not timely paid, including legal or collections fees. You will reimburse us for all of our, and our partners, costs and expenses (including collections and attorney's fees and costs) incurred in connection with enforcing any of our rights under these Terms.

   • Manual Payments, Overpayments & Credit Balances

     We are unable to cancel any account payments once we have begun processing your payment via ACH. We do not provide refunds on account payments, except for when Company is responsible for duplicate Charges on your Account. Any overpaid amounts will be added to the User's Account and deposited as credits for future use. Users can also proactively deposit funds into their Account as credits for future use. The credits will be reduced by the total amount of new Charges posted to the Account.

     Except when required by law, any paid Fees are non-refundable to Client.

   • Fraudulent Charges; Lost or Stolen Fuel Cards

     You shall report all lost or stolen Fuel Cards to us immediately via a phone call to (877) 870-7440 or by emailing support@roadflex.com identifying the Fuel Card number and such other details concerning the loss or theft of the Fuel Cards as are known by you. You understand that you are liable for (a) all transactions made with lost or stolen Fuel Cards until 24 hours after the time we receive your Notice of such lost or stolen Fuel Cards to the extent it is allowed by applicable law; (b) any fraud or misuse of the Account or Fuel Cards by your employees, representatives, or agents; and (c) all Unauthorized Use of the Account and Fuel Cards, in each case to the fullest extent permitted by applicable law. You agree in any event that if at any time you have been issued ten (10) or more open Fuel Cards at your request, then you waive any and all limitations of liability for Unauthorized Use; you and principal(s) and guarantor(s) agree to and acknowledge full liability for any losses resulting from any failure to report the loss or theft of Fuel Card(s).

   • Credit Limits

     We will establish an aggregate credit limit for all the Fuel Cards issued to you under your Account. Your credit limits are set by us using a combination of data we have on you and Personal Data available to us including data from your application and commercially available data that assesses your business’s credit quality and the credit quality of the individual applying on behalf of your business. The credit limit applicable to your Account can be found on your Account portal. Credit limits may be modified at any time with or without Notice to you, including temporary increases or decreases to your spending limits or reducing spending limits to $0. Administrators may set User-specific limits or spending controls through your Account, but the aggregate spending limit for all Users may not exceed the total credit limit established for you.

     We and our Program Partners may establish limits on the types of merchants with which Users may make Charges and the types of transactions that are permitted (i.e., fuel-only transactions). Administrators also may establish these limits. Further, we and our Program Partners may restrict the maximum amount of any particular Charge and the number of Charges allowed for your Account and/or Fuel Cards. We and our Program Partners reserve the right to (i) decline to authorize any Charges that would cause you to exceed any applicable limit, (ii) decline to authorize Charges at merchants characterized by the card network or us as prohibited or restricted merchants, and/or (iii) decline to authorize Charges, reverse Charges, and/or suspend Fuel Cards for any other reason, including for violation of the Agreements, including these RoadFlex Fuel Card Program Terms or card network rules, or suspected fraud. We are not responsible for losses resulting from declined or reversed Charges. Merchants typically accept all card network-branded Fuel Cards; however, we are not responsible and will have no liability if a merchant refuses to honor a Fuel Card. We further reserve the right to place a hold on a Fuel Card for any Charge. Where a hold is placed on a Fuel Card, the amount of the hold will reduce the available spend until the hold is released.

     An Administrator may set certain limits for each Fuel Card and each User through the online portal. Users who are not Administrators will not be permitted to establish or modify such settings. For example, an Administrator may establish settings that allow only certain Users to use certain Fuel Cards, that modify the spending limits applicable to a User or Fuel Card, that limit the categories of purchases that may be authorized for a User or a Fuel Card, or the amount of transactions that may be performed with a Fuel Card in a day or month. An Administrator may change such settings from time to time via the online portal without a User's consent.

     Fuel Cards may be configured to limit transaction amounts and merchant acceptance. While we attempt to control the use of the Fuel Card to the parameters selected, you agree to pay for all transactions on the Account regardless of whether such Charges are within or outside the parameters established for each Fuel Card. Some fuel pumps do not automatically shut off at a Fuel Card's transaction dollar limit and we may authorize, and you are responsible for, such purchases in excess of your credit limit or an Administrator-imposed spending limit.

   • Disputing Charges

     You are responsible for reviewing your periodic statements promptly and identifying any Charges that you believe are unauthorized or that you dispute.

     If you and a merchant have a dispute regarding a Charge identified on your periodic statement, such as delivery of incorrect goods or services or being charged the wrong amount, you should first attempt to resolve the dispute with the merchant. If the dispute is not resolved to your satisfaction or if you believe the Charge is unauthorized, you may initiate a chargeback dispute by contacting us by email at support@roadflex.com no later than 14 days following the date we issued you a periodic statement reflecting the Charge being disputed.

     You understand that the transactions made using Fuel Cards are subject to card network rules regarding chargebacks. Certain of our Program Partners and the card networks have established procedures for resolving chargeback disputes that may require you to provide details of the disputed Charge or associated documentation and that limit the types of transactions that are eligible to be disputed.

     Disputed Charges will be due and payable on the due date if they are pending resolution as of the due date for the applicable periodic statement. Chargeback disputes resolved in your favor will be credited to your Account on either the current or a future periodic statement. We may impose Fees, reduce your spending limits, or suspend access to your Account or the Services if you fail to pay Charges relating to chargeback disputes that are pending resolution on the due date.

     You understand that your Account is commercial in nature and that card-related consumer protection laws, including the Electronic Funds Transfer Act and Regulation E, do not apply to chargeback disputes or other Fuel Card-related disputes.

   • Credit Reporting and Credit Report Authorization

     The natural person who submits an application on behalf of Client may be required to expressly instruct and authorize us to obtain one or more credit reports (also known as consumer reports) and other information about such person and about Client from consumer reporting agencies and/or other third-party sources for the purposes of:

     1. Evaluating Client's application and request for an Account;
     2. Administering and servicing Client's Account (if approved); and
     3. Offering the Client financial products and services.

     We use this information to evaluate whether to offer certain Services to Client, rather than to the natural person submitting the request in their personal capacity. Upon request, we will inform such person whether or not a consumer report was obtained and the name and address of the consumer reporting agency that furnished the report. We may require that a Beneficial Owner submit an application and provide the above-mentioned instruction and authorization.

     The authorization we receive permits us to make multiple "soft inquiries" for such person's consumer credit report from one or more consumer reporting agencies. This soft inquiry will not impact the credit score of the natural person applying on behalf of Client and such person is not providing a personal guarantee. We will not report information about such person or your Account to consumer reporting agencies.

     We may, at our discretion, report to business credit bureaus our credit experiences with Client and information about Client's Account from time to time, including reporting about late payments, missed payments, or other defaults under the Agreements. Information reported to business credit bureaus may appear on your commercial reports and may impact your commercial credit scores.

     Your questions concerning your commercial and/or consumer credit report information should be directed to the applicable reporting agencies directly. If you believe we have furnished inaccurate or incomplete information about Client or your Account to a business credit bureau, write to us at support@roadflex.com and explain what you believe is inaccurate or incomplete and provide supporting information. We will investigate the matter to determine if incorrect information was reported, in which case we will notify each business credit bureau to which we reported and will request they correct the report.

7. RoadFlex Unlimited Card Program Terms
   • Introduction

     The RoadFlex Unlimited Card (the "Unlimited Card") is provided by us via our payment service provider, Stripe and our financial institution provider, Celtic Bank. The Unlimited Card is subject to these RoadFlex Unlimited Card Program Terms (the "Unlimited Card Program Terms"), and the Terms of Service. Terms not defined herein shall have the meanings ascribed to such terms in the Terms of Service, unless specifically provided otherwise. The RoadFlex Unlimited Card Program Terms incorporate the Stripe Spend Card Agreement and the Stripe Spend Card User Terms (the "Stripe Terms") related to the Unlimited Card (together the "Unlimited Cardholder Agreement"). You agree to the terms and conditions of the Unlimited Cardholder Agreement available at https://stripe.com/issuing/legal that are applicable to Authorized Users (as defined in the Unlimited Cardholder Agreement). In the event of a conflict between the Unlimited Card Program Terms and the Stripe Terms, the terms of the Unlimited Card Program Terms shall prevail.

     You acknowledge and agree that the Unlimited Card is subject to rules and restrictions imposed by us, including with respect to spending rights.

     BY USING ANY UNLIMITED CARD OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE UNLIMITED CARD PROGRAM TERMS AND AGREE TO BE BOUND BY THEM.

   • Activating and Funding the Unlimited Cards

     Unlimited Cards must be activated and funded prior to use, and each User must have an active profile configured by an Administrator and a verified mobile phone number. Activation instructions are provided to Administrators with delivery of physical Unlimited Cards, by a Notice sent electronically, or through your Account. By activating an Unlimited Card or participating in the Services in any way, Users and Administrators represent that they have read and understand the Unlimited Card Program Terms and that they agree to be bound by such terms. Unlimited Cards may be physical or virtual payment cards.

     The transaction limit of your Unlimited Card is the amount of funds available in your balance; however, we may change the transaction limit at any time in our sole discretion without Notice to you. The ability to use an Unlimited Card is contingent upon maintaining sufficient funds in your balance by using one or more of your Linked Accounts, and your ability to use an Unlimited Card is contingent upon timely payment of your subscription fee.

   • Requesting and Replacing Unlimited Cards

     Users may request Unlimited Cards through their Account but may only request Unlimited Cards for and provide Unlimited Cards to individuals that are employees or affiliated with or authorized by you. Unlimited Cards may be denied or canceled due to changes in Program Partners’ policies, as required by law, or for other reasons we determine are appropriate under the circumstances. You will be issued Unlimited Cards and will be able to view transactions and manage Unlimited Cards through your Account.

     You will promptly provide us Notice and take appropriate measures to prevent unauthorized transactions when an Unlimited Card is lost, stolen, breached, or needs to be replaced. In such cases, Administrators may request the issuance of replacement Unlimited Cards through your Account portal. Replacement Unlimited Cards may have new account numbers that will require you to update the Unlimited Card on file for any scheduled or recurring payments. If you do not update the Unlimited Card for scheduled or recurring payments, the transactions may not be completed. You are solely responsible for updating Unlimited Cards stored with merchants where account numbers have been changed.

   • Using Unlimited Cards

     Users may only use Unlimited Cards for bona fide business-related Charges (defined below). Unlimited Cards may not be used for cash advances or purchases from persons other than merchants. Unlimited Cards may only be used to complete transactions in the United States using U.S. dollars (USD). You are responsible for selecting who in your organization should have access to Unlimited Cards. You agree to establish and maintain controls designed to ensure that the Unlimited Cards are only used for bona fide Client purposes and in compliance with card network rules. You are solely responsible for Charges made by any individual given access to Unlimited Cards. Company, Program Partners, card networks, or other intermediary Third-Party Service Providers (including merchant acquirers) may deny or reverse Charges for any reason. We are not responsible for any losses, damages, or harm caused by a Charges that are denied or reversed.

     For avoidance of doubt, bona-fide business related Charges do not include:

     1. Charges for expenses other than fuel and fleet expenses, such as maintenance, repairs, tires, towing service, tolls and parking related expenses;
     2. Any attempt to pay off other credit cards or debt obligations;
     3. Any attempt to pay any of the following individuals (or entities controlled by or owned by any of the following individuals): Client, Client's friends, Client's family members, or other individuals or businesses for the purposes of transferring money to anyone for non-fuel and non-fleet related expenses.

   • Charges; Promise to Pay; Entire Balance Due

     A "Charge" is defined as any payment for goods or services made using an Unlimited Card to a merchant that accepts payments on the applicable card network (in the case of the Unlimited Card program, the applicable card network is Visa). This includes all Charges made by Users, by persons authorized to act on your or a User's behalf or given access to Unlimited Cards, regardless of whether a Card is physically presented for a Charge. You shall pay all such amounts, no matter how it is incurred, for what it is incurred (even if incurred for a purpose not permitted under these Unlimited Card Program Terms or the Terms of Service), or who has incurred it, subject to the terms of the Agreements. You further promise to pay all Fees and any fines incurred through use of Unlimited Cards for such Charges. Please see subsection (f) below regarding your liability for unauthorized use of an Unlimited Card or your Account.

   • Fraudulent Charges; Lost or Stolen Unlimited Cards

     You shall report all lost or stolen Unlimited Cards to us immediately via a phone call to (877) 870-7440 or by emailing support@roadflex.com identifying the Unlimited Card number and such other details concerning the loss or theft of the Unlimited Cards as are known by you. You understand that you are liable for (a) all transactions made with lost or stolen Unlimited Cards until 24 hours after the time we receive your Notice of such lost or stolen Unlimited Cards to the extent it is allowed by applicable law; (b) any fraud or misuse of the Account or Unlimited Cards by your employees, representatives, or agents; and (c) all Unauthorized Use of the Account and Unlimited Cards, in each case to the fullest extent permitted by applicable law. You must report to us any disputed charge or error no more than 60 days after the disputed charge posted to your account. Notices for disputed charge must specify your details, details about the User, details about the disputed charge and Unlimited Card transaction, and an explanation of your belief that the disputed charge was made in error or was unauthorized. We will review the information submitted in a commercially reasonable manner. To avoid late fees and sustained reduction to available spend, you should pay the disputed charge while RoadFlex determines the validity of the dispute, unless we have notified you in writing that a provisional credit has been issued. If the dispute is deemed valid, we will credit the disputed charge amount back to your account. You hereby assign and transfer to Issuer any rights and claims, excluding tort claims, that you may have against any merchant for any disputed charge fully or partially credited to your account.

   • Disputing Charges

     You are responsible for reviewing your periodic statements promptly and identifying any Charges that you believe are unauthorized or that you dispute.

   • Fees

     Company, in its sole discretion and at any time, may assess fees for access to the RoadFlex platform and Unlimited Card features as set forth in Section 6 of these Terms.

8. Termination

   These Terms are effective when you start an application for an Account and continue for the term set forth in each applicable Quote (if any), or otherwise until terminated by either you or us, in accordance with the Service, Account, or as set forth in these Terms.

   We may terminate or suspend your Account and/or these Terms and bar access to the Service immediately, without prior Notice or liability, in our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms.

   You may terminate these Terms by ceasing to use the Service, paying all amounts owed, and providing Notice to us by contacting us at support@roadflex.com. Notwithstanding the foregoing, we may decline to close your Account if you have a balance in respect of any Service, if any funds that we are holding on your behalf are subject to a hold, lien or other restriction, or if we believe that the Account is being closed to evade any legal or regulatory requirement or investigation.

   You are responsible for all Fees and other losses caused by your action or inaction prior to termination, and for any costs we may incur in the process of closing your Account upon termination by you or us.

9. Unauthorized or Fraudulent Use

   Though we may provide security measures to protect against fraudulent activities, we cannot guarantee that you will not become a victim of fraud. You acknowledge that you are solely responsible for all transactions initiated through the Services using your username and password ("Credentials"), as well as for all transactions initiated and authorized in your name. You will be bound by any transaction (including any transfer, instruction, or payment order we receive related to the Services), even if it is not authorized, if the transaction is initiated under your Credentials or processed in accordance with your instructions. You are responsible for reviewing your periodic statements promptly and identifying any Charges that you believe are unauthorized or that you dispute. You shall monitor your Account regularly and report all fraudulent activity immediately via our customer support line identifying the account number and such other details concerning the fraudulent activity known by you. We may help you resolve unauthorized transactions, but you acknowledge and understand that you are responsible for any financial loss caused by any and all persons given access to the Services or your account, and any financial loss due to compromised Credentials or due to any Unauthorized Use or modification of your account or the Services. Company is not liable or responsible to you, and you waive any right to bring a claim against us for any such losses.

   We may suspend access to your Account or the Services at any time, in our sole and absolute discretion, without prior Notice, for any reason whatsoever, including but not limited to: if we believe your Account has been compromised; if we believe that not doing so may pose a risk to you, us, or any third parties; if certain records required for security or compliance purposes are incomplete, inaccurate, or out of date; if we believe you have violated the Agreements or the law; or if we are required to do so by a banking partner or by law.

10. Prohibited Uses

    You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:

    • In any way that violates any applicable national or international law or regulation.
    • To impersonate or attempt to impersonate Client or Company, a Client or Company employee, another User, or any other person or entity.
    • In any way that infringes upon the rights of others, or in any way that is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
    • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by us, may harm or offend Client, Company or Users of Service or expose them to liability.
    • In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
    • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of Service, or which, as determined by us, may harm or offend Company or users of Service or expose them to liability.
    • To engage in any of the following enumerated prohibited activities:
      1. Gambling and related industries
      2. Production, sale, or distribution of marijuana
      3. Prostitution or escort services
      4. Production, sale, or distribution of illegal material, including but not limited to child pornography
      5. Payments involving embassies/foreign consulates
      6. Sale of Schedule I controlled substances with or without a pharmaceutical license, or sale of Schedules II-V controlled substances without a pharmaceutical license, where such schedules are defined by the United States Department of Justice, Drug Enforcement Agency (DEA)
      7. Sale of counterfeit or "gray market" goods or services
      8. Ponzi or pyramid schemes, or other unfair or deceptive activities
      9. Businesses dealing in cryptocurrency or digital assets
      10. Businesses dealing as financial services providers, including banks or bank affiliates, securities brokers, money transmitters, investment companies, or investment funds
      11. Production, sale, or distribution of guns, accessories, ammunition, and other weapons
      12. Intentionally promoting, supporting, or perpetrating (1) violence or physical harm or (2) hate toward any group or individual based on race, religion, disability, gender, sexual orientation, gender identity, national origin, immigration status, or any other legally protected characteristic under federal or state law.
      13. For the purpose of exploiting, harming, or attempting to exploit or harm, minors in any way by exposing them to inappropriate content or otherwise.
      14. To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation.

    Additionally, you agree not to:

    • Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party's use of the Service, including their ability to engage in real time activities through the Service.
    • Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
    • Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
    • Use any device, software, or routine that interferes with the proper working of the Service.
    • Introduce any viruses, trojan horses, worms, logic bombs, or other material to Company property which is malicious or technologically harmful.
    • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
    • Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
    • Take any action that may damage or falsify the Company's rating on any platform.
    • Otherwise attempt to interfere with the proper working of the Service.
    • Additionally, you will not and will not permit any person or entity (including, without limitation, Administrators) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Services; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services for any purpose other than for your benefit in accordance with these Terms; (iv) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person or entity, or that violates any applicable law; (v) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Company for use expressly for such purposes; or (vi) use the Services or any other Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services.
11. Analytics

    We may use Third-Party Service Providers (defined below) to monitor and analyze the use of our Service.

    Google Analytics. Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network. For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en We also encourage you to review Google's policy for safeguarding your data: https://support.google.com/analytics/answer/6004245.

12. Security and Monitoring your Company Account
    • Safeguards and Credentials

      You are responsible for maintaining the confidentiality of your Account and Credentials, including but not limited to, the restriction of access to your computer and/or Account. You agree to accept responsibility for any and all activities or actions that occur under your Account and/or Credentials, whether your Credentials are with our Service or a third-party service. You must provide us immediate Notice upon becoming aware of any breach of security or Unauthorized Use of your Account, in accordance with this Section.

      You shall adopt and maintain reasonable security precautions and controls to prevent Unauthorized Use of the Services. You will keep your Account secure and only provide access to individuals that you have authorized to use the Services on your behalf. You will take all reasonable steps to safeguard the privacy, confidentiality, and security of Administrators' Credentials. You will closely and regularly monitor the activities of Administrators and Users who access the Services, and you will use all reasonable means to protect Cards, mobile devices, web browsers, and any other means of access or utilization of the Services.

      You will not allow any unauthorized person to use the Services. You will immediately disable Users' and Administrators' access to the Services or limit permissions where the authority of such person to use such Account has terminated, you know or suspect your Account has been compromised or may be misused, or where you know or believe an Administrator's Credentials or a User's mobile device are compromised or lost; and you will immediately provide us Notice of the loss or theft of a Card or any unauthorized access or use of your Account or the Services by emailing support@roadflex.com.

    • Security Procedures

      You are responsible for assessing the security requirements of your business and selecting and implementing Security Procedures appropriate to mitigate your exposure to potential security incidents. This responsibility includes selecting administrative, procedural, and technical controls that are appropriate to protect your financial accounts.

      By using the Services, you represent that the Security Procedures you have chosen are commercially reasonable for you to protect against unauthorized transactions.

13. Intellectual Property
    • Company IP

      The (i) Service and its original content (excluding content provided by Users), features and functionality, (ii) information, data, and materials made available by or on behalf of Company to you (including Confidential Information), and (ii) Aggregate Data (collectively, "Company IP"), are and will remain the exclusive property of Company and its licensors. The Service is protected by copyright, trademark, and other laws of the United States. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Company.

    • Your License

      We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Services as authorized in these Terms. We may make updates to the Services available to you, which you must accept to continue using the Services. Any such updates may be subject to additional terms made known to you at that time.

    • Our License

      You grant Company a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Client Data (i) for the purpose of hosting, operating, improving and providing the Services and our other related products, services and technologies, and (ii) to generate Aggregate Data, in each case during the term of these Terms. Additionally, you represent and warrant that you (i) have obtained and will obtain and continue to have all necessary rights, authority and licenses for the access to and use of the Client Data (including any Personal Data provided or otherwise collected pursuant to your privacy policy) as contemplated by these Terms; and (ii) our use of the Client Data will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between you and any third party.

    • Copyright Policy

      We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes on the copyright or other intellectual property rights ("Infringement") of any natural person or entity. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes Infringement, please submit your claim via email to support@roadflex.com, with the subject line: "Copyright Infringement" and include in your claim a detailed description of the alleged Infringement as detailed below, under "DMCA Notice and Procedure for Copyright Infringement Claims"

      You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through the Service on your copyright.

    • DMCA Notice and Procedure for Copyright Infringement Claims

      You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our copyright agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

      • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest;
      • a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
      • identification of the URL or other specific location on Service where the material that you claim is infringing is located;
      • your address, telephone number, and email address;
      • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
      • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
14. Confidentiality

    For purposes of these Terms, “Confidential Information” means and will include: (i) any information, materials or knowledge regarding Company and its business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that is disclosed to you or Users or to which you or Users have access in connection with the Services; and (iii) the terms and conditions of any Quote. Confidential Information will not include any information that: (a) is or becomes part of the public domain through no fault of you; (b) was rightfully in your possession at the time of disclosure, without restriction as to use or disclosure; or (c) you rightfully receives from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure. You agree to hold all Confidential Information in strict confidence (using the same protections you use to protect your own most Confidential Information, but in no event less than reasonable means of protection), not to use it in any way, commercially or otherwise, except as necessary to perform your obligations under these Terms, and not to disclose it to others. You further agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information including, without limitation, implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information. You may only disclose Confidential Information to your employees or contractors who have a need to know such information to perform your obligations under these Terms and who are bound by written confidentiality and nondisclosure restrictions at least as restrictive as those herein. You will be responsible and liable for any and all unauthorized disclosure of Confidential Information by you or Users.

15. Other Legal Terms
    • Error Reporting and Feedback

      You may provide us either directly at support@roadflex.com or via third party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service ("Feedback"). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest against Company in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information of you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. You agree to assign, and hereby do assign, all right, title, and interest in and to all Feedback (including all intellectual property rights therein) to Company. You will execute documents and take further actions as necessary or reasonable requested by Company to perfect its ownership in such Feedback.

      The third party sites and tools mentioned above include the following:

      Bugsnag

      Bugsnag is a platform for monitoring and logging stability of applications provided by Bugsnag Inc. Please read their Privacy Policy here: https://docs.bugsnag.com/legal/privacy-policy/

    • Links To Other Websites

      Our Service may contain links to third party web sites or services that are not owned or controlled by the Company.

      Inclusion of any linked third-party website on the Company website does not imply approval or endorsement of the linked website by Company. Company has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

      YOU ACKNOWLEDGE AND AGREE THAT COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY, OR IN CONNECTION WITH, USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES. WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.

    • Disclaimer Of Warranty

      THESE SERVICES AND ANY COMPANY IP ARE PROVIDED BY ROADFLEX ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES OR THEIR COMPANY IP, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, ANY OTHER COMPANY IP, OR ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

      NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

    • Limitation Of Liability

      TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO COMPANY FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

    • Indemnification

      You shall indemnify, defend and hold Company harmless against any claims, actions, losses, liabilities, damages and expenses (including reasonable attorneys' fees and court costs) brought against Company by any third party that relates to or arises out of (i) your breach of these Terms; (ii) your misuse of the Service or any item or service obtained through the Service; (iii) unauthorized use of your Account; (iv) allegations that any Client Data infringes or misappropriates a third party's intellectual property rights or that Company's receipt or use of Client Data as permitted by these Terms violates applicable law; (v) the acts or omissions of your Users (including Administrators); or (vi) your gross negligence, willful misconduct or violation of applicable law.

    • Representations, Warranties, and Covenants

      You represent, warrant, and covenant to us that: (a) if you are accessing and using the services in your individual capacity, the natural person applying and/or accessing the Services is at least eighteen (18) years of age; (b) the natural person applying for and/or accessing the Services has the right, power, and ability to enter into and perform under these Terms; (c) any information you provide in connection with the Services, including your business name, accurately and truthfully represents your business or personal identity under which you sell goods and services; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business; (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services, or in any manner which infringes or misappropriates a third party's intellectual property rights; (f) you will use your Account and the Services exclusively for business purposes and not for any personal, family, or household use; (g) Client is a business entity that is organized, registered, and located in the United States, has a valid U.S. Employer Identification Number (EIN), and is validly existing and in good standing in its jurisdiction of organization; and (h) your use of the Services will be in compliance with these Terms.

    • Identification as a Customer

      We may publicly reference you as a customer on our website or in other communications during the term of these Terms. We will not express any false endorsement or partnerships. You grant us a limited license to use your trademarks or service marks for this purpose. Please provide us Notice in writing if you prefer that we not identify you as a customer of ours, and we will remove references to you on our website or in other communications.

    • Taxes

      Applicable taxes for fuel, maintenance and other non-fuel purchases incurred through the Services or any related activities are calculated by the applicable merchant and are the Client's responsibility. Client will be solely responsible for calculating and paying any additional taxes applicable to it, if any, resulting from receipt of any Services, use of the Cards, participation in the RoadFlex Unlimited Card program, or participation in the RoadFlex Fuel Card program.

    • Governing Law

      These Terms shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law provisions.

    • Entire Agreement

      These Terms and any incorporated agreements, including the Agreements, constitute the entire agreement between you and us regarding our Service and supersede and replace any prior agreements you may have had with us regarding the Service.

    • Legal Process

      We may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas, warrants, or liens. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders, including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable Notice that we have received such an order. Further, Client shall notify Company of any action involving Company that Client becomes aware of.

    • Force Majeure

      We may respond to and comply with any legal order we receive related to your use of the Services, including subpoenas, warrants, or liens. We are not responsible to you for any losses you incur due to our response to such legal order. We may take any actions we believe are required of us under legal orders, including holding funds or providing information as required by the issuer of the legal order. Where permitted, we will provide you reasonable Notice that we have received such an order. Further, Client shall notify Company of any action involving Company that Client becomes aware of.

    • Legal Process

      We will not be liable for delay or failure to perform, in whole or in part, any of our duties under these Terms or the Agreements due to factors beyond our reasonable control, including any force majeure event.

    • Arbitration, Waiver of Jury Trial and Class Action Rights

      At our or your election, any and all disputes, claims, or controversies ("Claims") arising out of or relating to the following shall be resolved by final and binding arbitration to be conducted before the American Arbitration Association ("AAA"), or its successor: Claims arising out of or relating to any aspect of the relationship between you and us, including but not limited to your acceptance of these Terms and use of the Service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; and Claims arising out of the scope and/or enforceability of this arbitration provision. Unless otherwise agreed by the parties, arbitration will be held in San Francisco, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by AAA, and will be conducted in accordance with the current rules and regulations promulgated by AAA unless specifically modified in the Terms. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in these Terms and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under these Terms, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing party) against any party to a proceeding. Any party refusing to comply with an order of the arbitrator will be liable for costs and expenses, including attorneys' fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

      YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

      In addition, you agree that, by entering into these Terms, you and Company are each waiving the right to a trial by jury or to participate in a class action. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of these Terms of Use.

      If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).

    • Changes To Terms and Services

      We may amend these Terms at any time by posting the amended Terms on this site. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised Terms.

      We reserve the right to withdraw or amend our Service, and any service or material we provide via the Service, in our sole discretion without Notice. We will not be liable if for any reason all or any part of Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to Users, including registered Users.

    • Waiver and Severability

      No waiver by Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of RoadFlex to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

      Other than expressly provided in the “Arbitration, Waiver of Jury Trial and Class Action Rights” Section, if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

    • Successors and Assignment

      These Terms shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns. You may not transfer any rights you have under these Terms to any third party.

      These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

    • No Agency

      Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any third-party service provider.

      We may reference or provide access to Third-Party Services, products, and promotions that utilize, integrate, or provide ancillary services to the Services or to facilitate our Service ("Service Providers"). These Service Providers are provided for your convenience only and do not constitute our approval, endorsement, or recommendation of any such Service Providers for you. You access and use any Service Providers based on your own evaluation and at your own risk. You understand that your use of any Service Providers is not governed by these Terms. If you decide to use a Service Provider, you will be responsible for reviewing, understanding and accepting the terms and conditions associated with its use. We expressly disclaim all responsibility and liability for your use of any Service Providers. Please also remember that when you use Service Providers, our Privacy Policy is no longer in effect. Your use of Service Providers, including those that have a link on our website, is subject to that Service Provider's own terms of use and privacy policies.

    • Headings and Interpretation

      Except where otherwise specified, all references to sections or provisions refer to these Terms or the applicable incorporated Agreements. Headings of the articles and sections in these Terms are for reference purposes only and shall not be deemed to have any substantive effect.

    • Notices

      For purposes of the Agreements, "Notice" means any physical or electronic communication, or legal notices related to the Agreements or policies referenced herein. Notices may be provided to you, Users, or Administrators through text message, email, your Account, by posting on our website, or any other method we choose and such Notice will be effective on dispatch. If you give Notice to us, it will be effective when received and, unless otherwise provided under these Terms, you must use the following email address: support@roadflex.com.

    • Contact Us

      Please send your feedback, comments, requests for technical support:

      By email: support@roadflex.com.

    • Defined Terms

      Capitalized terms in these Terms of Service are defined as follows:

      Account means your corporate account with us that is used to access Services.

      Administrator means an individual that is authorized by you to manage your Account and act on behalf of Client, including the account manager.

      Beneficial Owner means any individual who, directly or indirectly, owns 25% or more of the equity interests of Client and a single individual with significant responsibility to control, manage or direct Client.

      Cards means physical or virtual payment cards issued by an Issuer and managed through your Account.

      Card Network means the payment card networks (i.e. Visa, Mastercard).

      Charge means a payment for goods or services made using a Card to a merchant that accepts payments on the applicable Card Network.

      Client Data means information or documentation provided or made available by or on behalf of the Client (including via its third-party service providers on Client's behalf) to RoadFlex, and which includes financial data of Client and any Personal Data provided by Client, Administrators, and Users. It may include business information such as registered business name and state of incorporation or formation for Client, business address, ownership details, actual or anticipated revenue, years in operation, current fleet size, number of employees, the nature of the business, and other business information we may request from time to time.

      Control Person means a single individual with significant responsibility to control, manage, or direct Company.

      Credentials means usernames, passwords, and other identifiers or credentials used to assist us in identifying and authenticating You with regard to your use of the Services.

      Feedback means all feedback, suggestions, ideas, or enhancement requests you submit to us.

      Fees means charges we impose on you for use of Services or your Account.

      Financial Data means Client's bank balance, transaction, and account information accessible to us through Linked Accounts or Third-Party Services, as applicable.

      Issuer means the bank that is a member of the Card Network indicated on Cards and/or in relevant program materials provided to you and is responsible for issuing the Cards to you.

      Linked Account means any account that is held with a financial institution or that provides financial data and is linked to or authorized for use through your Account.

      Notice means any physical or electronic communication, or legal notices related to this Platform Agreement and the terms, agreements, or policies referenced herein, that are provided to you, Users, or Administrators through text message, email, your Account, or by other means.

      Payment Processor means the platform providing payment processing and card issuing services to Company.

      Personal Data means data that identifies or could reasonably be used to identify a natural person.

      Program Partner means a bank, financial institution, or other partner (including Payment Processor and Issuer) that provides services related to one or more Services we provide you.

      Security Procedures means certain procedures and controls that are intended to help secure and protect your Account and data from misuse, fraud, and theft.

      Services means the financial products, technology, expense management, payment services, integrations with Third-Party Services and all other services provided by Company through your Account or on the Company online platform.

      Third-Party Services means services and data provided by third parties connected to or provided through Services. Third-Party Services may include, among other things, accounting or expense management platforms, payment processors, and applications used to monitor Linked Accounts.

      Third-Party Service Provider means an affiliate or other third party that assists us in providing the Services to you, that supports our internal operations, or that provides other services related or connected to, or provided through the Services.

      Unauthorized Use means the use of the Account or a Card by a person who does not have actual, implied or apparent authority for such use, and from which the Client receives no benefit.

      Users means any employees, contractors, agents, or other individuals permitted to use Services or Cards on Client's behalf, including Administrators, or any individual who is configured as an active User in Client's Account.