8TK Fuel Platform User Agreement

1. ACCEPTANCE OF THIS AGREEMENT

By downloading, installing, accessing, registering for, or using any portion of the Services, you represent and agree that:

1. you have read and understand this Agreement;
2. you agree to be bound by this Agreement;
3. you are at least eighteen (18) years old;
4. you have the legal capacity and authority to enter into this Agreement;
5. all information you provide to us is accurate, current, and complete;
   
6. you are authorized to use each Payment Method, bank account, vehicle, Device, business account, Fuel Card, and other resource connected to your User Account;
   
7. you will comply with all applicable federal, state, and local laws and regulations;
8. you have reviewed and agree to our Privacy Policy, available through the App and our website;
9. you consent to receive electronic records, disclosures, notices, and transactional communications as described in this Agreement; and
10. you understand that use of the Services is subject to transaction controls, funding requirements, Merchant availability, network availability, fraud controls, compliance review, and our right to suspend or restrict access.

If you do not agree to this Agreement, do not access or use the Services.

If you use the Services on behalf of a business, fleet, carrier, partnership, limited liability company, corporation, or other organization, you represent and warrant that you have authority to bind that organization to this Agreement. In that case, "you" and "User" refer to both you individually and the organization.

2. CHANGES TO THIS AGREEMENT

We may amend this Agreement from time to time.

When required by applicable law, we will provide notice of material changes through the App, by email, by electronic notice, or through another reasonable method. Unless otherwise stated, changes become effective when posted or on the effective date identified in the notice.

Your continued use of the Services after an amended Agreement becomes effective constitutes acceptance of the amended Agreement. If you do not agree to an amendment, you must stop using the Services and close your User Account, subject to payment of all outstanding obligations.

No amendment will eliminate or reduce any payment obligation, liability, authorization, or responsibility arising before the amendment becomes effective.

3. ELIGIBILITY

The Services are available only to persons and entities approved by 8TK.

To use the Services, you must:

1. be at least eighteen (18) years old;
2. reside in, be organized in, or operate within the United States;
3. provide all information and documentation reasonably requested by 8TK or its service providers;
4. maintain a compatible Device, mobile telephone number, email address, and internet connection;
5. maintain any license, registration, permit, insurance, tax credential, or operating authority legally required for your vehicle or activities;
   
6. use the Services only for lawful purchases and lawful activity;
7. satisfy our identity-verification, fraud-prevention, compliance, and risk requirements; and
8. not be subject to sanctions, restrictions, or prohibitions that would make your use of the Services unlawful or unacceptable to us or our partners.

4. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Other terms are defined where they first appear.

‍4.1 "Account Owner" means the individual or entity that creates, controls, funds, or is financially responsible for a User Account.

‍4.2 "ACH" means the Automated Clearing House network and any related electronic bank-transfer process used to fund, settle, debit, credit, reverse, or return a Transaction.

‍4.3 "Affiliate" means any entity that, directly or indirectly, controls, is controlled by, or is under common control with Greenlane.

‍4.4 "App" means the Greenlane mobile application, including updates, revisions, modifications, successor applications, and rebranded versions.

‍4.5 "Authorization" means an approval initiated through the Services that permits a User to attempt a Fuel Purchase subject to specified restrictions, including restrictions relating to Merchant, location, station, time, dollar amount, gallon amount, fuel type, vehicle, User, or transaction method.

‍4.6 "Authorized Driver" means a driver, employee, contractor, agent, fleet member, or other person whom an Account Owner has expressly authorized to use all or part of the Services.

‍4.7 "Business Account" means a User Account established by or for a legitimate business entity, as described in Section 7.3.

‍4.8 "Business Day" means Monday through Friday, excluding U.S. federal banking holidays.

4.9 "Device" means any mobile phone, tablet, computer, or other electronic device used to access the Services.

‍4.10 "Discount" means any reduction from a referenced retail, cash, credit, merchant, network, or other fuel price made available through the Services. A Discount is not guaranteed and may vary by Merchant, location, fuel type, timing, payment method, Transaction, User, Promotion, Fuel Reward, or any other criteria in our sole discretion. As per diesel fuel, Discounts apply exclusively to No. 2 Diesel Fuel (“Diesel #2”). Unless expressly communicated in writing, no discounts are available for No. 1 Diesel Fuel (“Diesel #1”) or for any blend, grade, or winterized fuel that includes Diesel #1.

‍4.11 "Fleet Account" means a Business Account that authorizes multiple Authorized Drivers, vehicles, administrators, dispatchers, managers, or other representatives, as described in Section 7.4.

‍4.12 "Fuel" means diesel fuel, reefer fuel, diesel exhaust fluid, and any other fuel-related product that 8TK may permit to be purchased through the Services.

‍4.13 "Fuel Authorization" means an Authorization for a Fuel Purchase.

‍4.14 "Fuel Card" or "8TK Fuel Card" means a physical, virtual, tokenized, account-based, or digitally enabled payment credential issued, provisioned, designated, or made available for use with the Services to complete an authorized Fuel Purchase. The term "Fuel Card" does not include any debit card or banking card governed by separate terms.

‍4.15 "Fuel Code" means a numeric, alphanumeric, electronic, or other transaction credential generated through the Services for use in completing an authorized Fuel Purchase. A Fuel Code may be restricted by Merchant, location, station, dollar amount, gallon amount, time, fuel type, or other controls.

‍4.16 "Fuel Purchase" means a purchase of Fuel or other eligible goods or services completed or attempted through the Services.

‍4.17 "Fuel Rewards" (also referred to as “Points” or "Rewards") means promotional points, gallons, credits, discounts, benefits, incentives, or other rewards offered under the Fuel Rewards Program.

‍4.18 "Fuel Rewards Program" means any rewards, loyalty, referral, incentive, promotional, or additional Discount program made available in connection with the Services and governed by this Agreement.

‍4.19 "Diesel Wallet" or "Wallet" means the feature within the Services through which an eligible Payment Method may be stored, recorded and applied to Fuel Purchases, along with any credits, adjustments, refunds, promotional value, or other amounts.

‍4.20 "Merchant" means a fuel station, travel center, truck stop, dealer, operator, chain, network participant, or other seller that may accept a Fuel Code, Fuel Card, or other 8TK-supported transaction method.

‍4.21 "Merchant Network" means the group of participating Merchants, locations, processors, networks, and service providers through which the Services may be used. Merchant participation and availability may change at any time.

‍4.22 "Payment Ecosystem Providers" means, collectively, the independent financial institutions, banking partners, payment processors, payment networks, technology providers, identity-verification providers, fraud-prevention providers, Merchants, and other third-party service providers through which the Services operate.

‍4.23 "Payment Method" means a bank account, payment card, Wallet balance, ACH authorization, third-party payment account, or other funding source accepted by 8TK.

‍4.24 "Privacy Policy" means the privacy policy published by Greenlane.ai, LLC, as updated from time to time, and incorporated into this Agreement by reference.

‍4.25 "Promotion" means any limited-time or conditional offer, Discount, Fuel Reward, referral incentive, bonus, rebate, credit, trial, or other promotional benefit.

‍4.26 "Services" has the meaning stated in the introductory paragraphs of this Agreement.

‍4.27 "Settlement" means the final processing, reconciliation, adjustment, clearing, or collection of a Transaction after Fuel has been dispensed or a Transaction has otherwise been completed.

‍4.28 "Transaction" means any attempted, authorized, declined, completed, settled, reversed, adjusted, refunded, disputed, delayed, or failed activity involving the Services.

‍4.29 "User" includes "you," and "your," and mean the person or entity that accesses or uses the Services, as further described in Section 1.

‍4.30 "User Account" means the account, profile, Business Account, Fleet Account, driver account, or other access credential established for use of the Services.

‍4.31 "User Content" means any information, image, document, text, communication, record, identifier, vehicle information, receipt, support submission, or other material submitted by or on behalf of a User.

5. SCOPE OF THE SERVICES

The Services may permit Users to:

1. create and manage a User Account;
2. locate participating Merchants;
3. view estimated or available Fuel pricing;
4. request Fuel Authorizations;
5. generate and use Fuel Codes;
6. complete authorized Fuel Purchases using an 8TK Fuel Card;
   
7. fund a Diesel Wallet or use any product or featured incorporated to the Diesel Wallet;
8. pay for Fuel Purchases through approved Payment Methods;receive Discounts;
9. earn and redeem Fuel Rewards;
10. review transaction activity;
11. manage drivers, vehicles, funding controls, limits, permissions, and account settings;
12. receive receipts, alerts, notices, and account information;
13. access support, including in-app, chat or telephonic support; and
14. use additional fuel-related or payment-related functionality we may introduce.

We may add, remove, suspend, restrict, modify, or discontinue any Service, feature, Merchant, Payment Method, transaction method, Discount, Fuel Reward, or functionality at any time, subject to applicable law.

The Services do not guarantee:

1. the availability of Fuel;
2. the availability of any Merchant;
3. acceptance of a Fuel Code or Fuel Card;
4. the accuracy of Merchant inventory;
5. uninterrupted network connectivity;
6. the availability of a particular price or Discount;
   
7. approval of any Authorization; or
   
8. completion of any Transaction.

The Services facilitate fuel purchasing and related payment activity. Unless expressly stated otherwise, 8TK is not the seller, refiner, producer, transporter, or physical supplier of Fuel.

‍5.1 Commercial Discretion and Reservation of Rights
‍The Services are intended to operate as a dynamic commercial marketplace. Subject to applicable law, 8TK retains sole and absolute discretion to establish, modify, personalize, suspend, discontinue, or refuse any aspect of the Services, including eligibility requirements, Merchant participation, Payment Methods, Wallet functionality, transaction limits, spending controls, Fuel Authorizations, Fuel Codes, Fuel Cards, pricing and pricing methodologies, Discounts, Fuel Rewards, Promotions, fraud controls, compliance controls, operational procedures, and all other commercial or operational features of the Services.

No User acquires any vested right in the continued availability of any feature, functionality, commercial term, pricing methodology, Promotion, Discount, Fuel Reward, Merchant relationship, or operational practice. Except where prohibited by applicable law, 8TK shall have no liability arising from the good-faith exercise of its reasonable business judgment in administering, operating, modifying, or protecting the Services.

6. SEPARATE PRODUCTS AND AGREEMENTS

8TK or its partners may separately offer deposit accounts, debit cards, banking services, credit or lending products, memberships, subscriptions, commercial payment products, or other financial services. Those products are not governed by this Agreement unless expressly incorporated into it.

Use of a separately governed product may require acceptance of additional agreements, disclosures, fee schedules, privacy notices, rewards terms, bank terms, cardholder agreements, or partner terms. If a conflict exists between this Agreement and terms that specifically govern a separate product, the product-specific terms control with respect to that product.

7. USER ACCOUNTS

7.1 User Account Registration
‍To access certain Services, you must establish a User Account. When creating a User Account, you agree to provide complete, accurate, current, and truthful information requested by 8TK, and to promptly update your information whenever it changes.

We may refuse to establish a User Account or may limit available functionality until all requested information has been received, verified, and approved. Creation of a User Account does not guarantee eligibility to use every Service or participate in every program offered by 8TK.

‍7.2 Account Ownership
‍Each User Account is owned by the individual or legal entity identified during registration.

The Account Owner is solely responsible for:

1. all activity occurring under the User Account;
2. all Authorized Drivers;
3. all linked Payment Methods;
4. all Fuel Purchases;
5. all Fuel Codes;
6. all Fuel Card Transactions;
7. all Wallet activity;
   
8. all fees and taxes; and
   
9. all obligations arising under this Agreement.

An Account Owner remains responsible even if another person uses the Services with or without permission, unless applicable law provides otherwise.

‍7.3 Business Accounts
‍Business entities may establish one or more User Accounts.

Business Accounts may include:

1. owner-operators;
2. sole proprietorships;
3. partnerships;
4. limited liability companies;
5. corporations;
6. governmental entities;
   
7. fleets; or
   
8. other organizations approved by 8TK.

We may require documentation establishing organizational authority before permitting a Business Account.

‍7.4 Fleet Accounts
‍Fleet Accounts may authorize multiple Authorized Drivers, vehicles, administrators, dispatchers, managers, or other representatives to use portions of the Services. The Account Owner remains fully responsible for all actions taken by Authorized Drivers and all persons granted access to the Fleet Account.

8TK has no duty to determine whether a particular individual has authority to act for a Fleet Account, and may rely upon any instruction reasonably appearing to originate from an authorized administrator.

‍7.5 Authorized Drivers
‍An Account Owner may authorize one or more individuals to access the Services on its behalf.The Account Owner is solely responsible for:

1. selecting Authorized Drivers;
2. supervising Authorized Drivers;
3. removing Authorized Drivers;
4. establishing internal spending controls;
5. safeguarding Fuel Cards;
6. safeguarding Fuel Codes; and
   
7. monitoring transaction activity.
   

Termination of employment or another relationship between an Account Owner and an Authorized Driver does not automatically terminate the Authorized Driver’s access to the Services. The Account Owner remains responsible until access has been removed through the Services or by written notice accepted by 8TK.

‍7.6 Identity Verification and Compliance Screening
‍To comply with applicable law and protect the integrity of the Services, 8TK and its banking partners, payment processors, identity-verification providers, fraud-prevention providers, and other service providers may collect, request, review, verify, compare, and retain information necessary to verify your identity and to conduct ongoing compliance, fraud, and risk monitoring. Such monitoring may include Know Your Customer (KYC) verification, Anti-Money Laundering (AML) screening, sanctions and OFAC screening, politically-exposed-person screening, adverse-media screening, fraud screening, payment-risk assessment, device verification, transaction monitoring, behavioral analytics, account-velocity monitoring, and geolocation verification. Screening may occur before, during, or after any Transaction.

You authorize us and our service providers to obtain, review, verify, compare, and retain such information as permitted by applicable law. The categories of information we collect, and the ways in which we use and disclose it, are described in the Privacy Policy. Failure to provide requested information may result in delayed onboarding, restricted functionality, suspension, or denial of access.

‍7.7 Device Security
‍You are responsible for maintaining the security of every Device used to access the Services.

You agree to:

1. maintain appropriate passwords or biometric protections;
2. promptly install operating-system and App updates;
3. protect login credentials;
4. prevent unauthorized access; and
5. immediately notify 8TK of any suspected compromise.

You remain responsible for all activity originating from your Device until we have had a reasonable opportunity to disable access.

‍7.8 Credentials
‍Your username, password, authentication credentials, Fuel Codes, one-time passcodes, authentication tokens, and other security credentials are confidential.

You may not:

1. share, sell, transfer, or disclose credentials; or
2. permit another person to authenticate as you, except as expressly authorized through the Services.

8TK may require multi-factor authentication at any time.

‍7.9 Lost or Compromised Accounts
‍You agree to immediately notify us if:

1. your Device is lost or stolen;
2. your account credentials may have been compromised;
3. an unauthorized Fuel Code has been generated;
4. an unauthorized Fuel Card has been used;
5. unauthorized Wallet activity occurs; or
6. suspicious account activity occurs.

Upon receiving notice, we may suspend all or part of your User Account while investigating. We are not liable for unauthorized activity occurring before we have had a opportunity to receive and act upon your notice.

‍7.10 Account Monitoring
‍You agree to promptly review all Transactions, Wallet activity, Fuel Purchases, Fuel Rewards activity, and other account information.

You must promptly notify us of any suspected:

1. unauthorized Transaction;
2. duplicate Transaction;
3. pricing error;
4. settlement error;
5. Fuel Code misuse;
6. Fuel Card misuse;
7. fraud; or
8. unauthorized account activity.

Failure to promptly report an issue may impair our ability to investigate or recover funds.

‍7.11 Suspension and Restriction
‍8TK may suspend, restrict, freeze, limit, or terminate any User Account, Wallet, Fuel Authorization, Fuel Code, Fuel Card, Transaction, Discount, Fuel Reward, Merchant access, or other Service immediately, with or without prior notice, whenever we reasonably determine such action is necessary or appropriate.

Such action may be taken for reasons including:

1. suspected fraud or unusual activity;
2. payment failure;
3. security concerns;
4. legal process, court order, or governmental request;
5. sanctions compliance;
6. risk management, operational integrity, or network integrity;processor, banking-partner, or Merchant requirements;
7. violation of this Agreement; or
8. any other legitimate business, regulatory, operational, or compliance reason.

Nothing in this Agreement obligates 8TK to continue providing access to any particular Service, feature, Merchant, Payment Method, Fuel Code, Fuel Card, or Discount. The consequences of, and limitations on our liability for, any suspension or restriction are further addressed in Sections 15 and 16.

8. FUNDING SOURCES, DIESEL WALLET, PAYMENT AUTHORIZATIONS, AND SETTLEMENT

8.1 Approved Funding Sources
‍To purchase Fuel or use certain Services, you must maintain one or more approved Payment Methods associated with your User Account.

Approved Payment Methods may include:

1. the Diesel Wallet;
2. ACH-enabled bank accounts;
3. payment cards approved by 8TK;
4. commercial payment accounts; or
5. other funding methods supported by the Services.

We may add, remove, suspend, or discontinue any Payment Method at any time. Availability of a Payment Method does not guarantee that a Transaction will be approved.

8.2 Authorization to Debit Payment Methods
‍By linking or maintaining any Payment Method within your User Account, you authorize 8TK and its banking partners, payment processors, network providers, and authorized service providers to initiate credits, debits, reversals, corrections, returns, adjustments, and other transactions necessary to:

1. fund your Diesel Wallet;
2. complete Fuel Purchases;
3. settle Transactions;
4. collect fees and taxes;
5. recover returned or reversed Transactions;
6. correct processing errors;
7. recover overpayments or duplicate credits;
8. process refunds;
9. reconcile delayed Transactions;
10. satisfy legal obligations; and
11. otherwise administer the Services.

This authorization remains in effect until all outstanding obligations under this Agreement have been fully satisfied.
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‍8.3 Diesel Wallet
‍The Diesel Wallet is a feature that may be used to pre-fund eligible Fuel Purchases and related Services. It is intended solely to facilitate Fuel Purchases.

Except where required by applicable law, the Diesel Wallet:

1. is not a checking, savings, or deposit account;
2. is not a prepaid card, security, or investment account;
3. does not earn interest;
4. is not insured by the Federal Deposit Insurance Corporation (FDIC); and
5. is not governed by any separate banking agreement unless expressly stated otherwise.

Wallet functionality and the holding of Wallet funds are provided through 8TK’s third-party Wallet Provider, as described in Section 8.4.

‍8.4 Wallet Provider; Dwolla Account Terms
‍The Diesel Wallet, and the holding of funds recorded in the Diesel Wallet, are provided by 8TK’s third-party payments provider (the "Wallet Provider"). The Wallet Provider is currently Dwolla, Inc. ("Dwolla"). Funds associated with your Diesel Wallet are held in one or more accounts maintained by the Wallet Provider’s financial institution partners, and are not held by 8TK.

To use the Diesel Wallet to pre-fund any Fuel Purchases, or use any future 8TK products or 8TK Service features incorporated into to the Diesel Wallet, you must open a Dwolla count provided by Dwolla and agree to and accept the Dwolla Account Terms of Service (the "Dwolla Account Terms"), the Dwolla Privacy Policy, and Dwolla’s disclosures regarding its financial institution partners, each of which is available at dwolla.com/legal. The Dwolla Account Terms form a separate agreement between you and Dwolla and are incorporated into this Agreement by reference. By accepting the Dwolla Account Terms and using the Diesel Wallet, you acknowledge and agree that:

1. You authorize us to collect and share with Dwolla your personal information including full legal name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data.
2. you authorize 8TK and Dwolla to credit and debit your linked Payment Methods and Diesel Wallet in accordance with your instructions and this Agreement; and
3. you consent to receive any Dwolla communications, terms, disclosures, notices, statements, and tax forms from electronically from us, not Dwolla.

If 8TK changes the Wallet Provider, the applicable third-party terms may change, and any replacement terms will be presented to you as provided in Section 13.3.

‍8.5 Funding the Diesel Wallet
‍You may add funds in advance of Fuel Purchases to your Diesel Wallet using approved Payment Methods. Funds will generally become available after the applicable funding transaction has been authorized, processed, and credited according to our operational procedures.

Certain funding methods may be subject to:

1. minimum or maximum funding amounts;
2. daily or rolling limits;
3. fraud controls;
4. verification requirements;
5. hold periods;
6. reserve requirements; or
7. other operational restrictions.

We may modify these limits at any time.

‍8.6 Availability of Funds
‍Funds displayed within the Diesel Wallet may be:

1. pending;
2. available;
3. restricted, held, or reserved;
4. disputed or reversed; or
5. otherwise unavailable.

Displayed balances may include Transactions that have not fully settled. We reserve the right to adjust Wallet balances whenever necessary to accurately reflect completed Settlement activity. Users may not rely solely upon displayed Wallet balances when determining available purchasing capacity.

‍8.7 Wallet Holds
‍We may temporarily place administrative, fraud-prevention, operational, compliance, or Settlement holds upon all or part of your Diesel Wallet.

Examples include:

1. pending ACH Settlement;
2. payment or chargeback disputes;
3. fraud investigations;
4. sanctions reviews;
5. duplicate Transactions or suspicious activity;
6. processor or banking-partner requirements; and
7. legal process or governmental requests.

Funds subject to a hold may not be available for Fuel Purchases until the hold is released.

‍8.8 ACH Funding and Settlement
‍If you fund your Diesel Wallet, use any future 8TK products or 8TK Service features incorporated into to the Diesel Wallet, or authorize Fuel Purchases using an ACH-enabled bank account, you authorize 8TK and its authorized service providers to originate ACH entries to your designated account, including debit, credit, correcting, reversing, returned-payment, and representment entries necessary to accurately process Transactions.

You represent that:

1. you own or are authorized to use the linked bank account;
2. the account remains open and in good standing;
3. sufficient funds will be available; and
4. all information you provide is accurate.

When you add funds to your Diesel Wallet using ACH transfers or any other Payment Method, those funds are non-refundable and non-transferable. Funds deposited into your Wallet may only be used to purchase Fuel and other eligible goods and services through us. Your Wallet balance cannot be withdrawn, redeemed for cash, or transferred to another account, except where required by law. Once funds are added, they remain in your Wallet until used for qualifying purchases.

‍8.9 ACH Returns
‍If an ACH debit is returned, rejected, dishonored, revoked, reversed, disputed, or otherwise fails for any reason, you remain fully responsible for:

1. the underlying Fuel Purchase;
2. all applicable fees and payment failure fees;
3. any collection costs permitted by law; and
4. all other obligations arising from the Transaction.

We may immediately suspend further Transactions until the deficiency has been resolved.

‍8.10 Payment Authorizations
‍Every Fuel Purchase requires an Authorization issued through the Services. An Authorization represents permission to attempt a Fuel Purchase subject to the limitations established at the time of Authorization.

Authorizations may be limited by:

1. Merchant, station, or pump;
2. location;
3. fuel type;
4. gallon quantity;
5. dollar amount;
6. transaction method;
7. User, vehicle, or fleet;
8. expiration time; and
9. any additional parameters determined by 8TK.

Issuance of an Authorization does not guarantee that Fuel will be dispensed or that the Transaction will ultimately settle.

‍8.11 Expiration of Authorizations
‍Fuel Authorizations automatically expire if they are not timely completed. Upon expiration:

1. Fuel Codes automatically become invalid;
2. Fuel Card authorizations terminate;
3. the Merchant may refuse the Transaction; and
4. no further Fuel may be dispensed under the expired Authorization.

A new Authorization may be required before another Fuel Purchase may be attempted.

‍8.12 Revocation of Authorizations
‍8TK may revoke, suspend, cancel, restrict, or replace any Authorization before completion of the Transaction, including for fraud detection, insufficient funding, duplicate requests, unusual transaction activity, account or Merchant restrictions, pricing updates, sanctions screening, operational or compliance requirements, system failures, or any other reason reasonably determined by 8TK. Users acquire no vested right in an Authorization until final Settlement has occurred.

‍8.13 Fuel Codes
‍Fuel Codes are generated exclusively through the Services. Each Fuel Code is:

1. unique and non-transferable;
2. revocable and time-limited;
3. Merchant- and location-specific;
4. gallon- and dollar-limited; and
5. intended for one authorized Fuel Purchase.

Fuel Codes remain the property of 8TK and may not be sold, transferred, copied, shared, published, reused, altered, reverse engineered, or used for any unauthorized purpose. Unauthorized use of a Fuel Code constitutes a material breach of this Agreement.

‍8.14 8TK Fuel Card
‍The 8TK Fuel Card provides an alternative method of completing an authorized Fuel Purchase. The Fuel Card functions only in conjunction with an active Fuel Authorization issued through the Services. Possession of a Fuel Card alone does not authorize any Fuel Purchase.

The Fuel Card may be declined whenever:

1. no valid Authorization exists;
2. an Authorization expires;
3. transaction limits are exceeded;
4. fraud controls are triggered;
5. funding is unavailable;
6. Merchant restrictions apply; or
7. the Transaction otherwise fails applicable approval criteria.

8.15 Settlement
‍Fuel Purchases may not settle immediately. Settlement may occur after Fuel has been dispensed and may be delayed due to:

1. Merchant processing;
2. network availability;
3. payment-processor timing;
4. banking delays;
5. communication failures;
6. technical issues;
7. reconciliation procedures; or
8. other operational circumstances.

You authorize us to complete Settlement whenever the Transaction is ultimately received from the applicable Merchant or processor.

‍8.16 Delayed Settlement
‍Some Transactions may be submitted days or weeks after Fuel has been dispensed. You authorize us to charge your Payment Method or adjust your Diesel Wallet for any valid delayed Settlement. Delayed Settlement does not invalidate your obligation to pay for Fuel already received.

‍8.17 Corrections and Adjustments
‍You authorize 8TK to correct any clerical, pricing, authorization, processing, settlement, accounting, reconciliation, or system error affecting your User Account, including through additional debits, credits, reversals, refunds, offsetting entries, Wallet adjustments, or corrected pricing, gallon amounts, taxes, Discounts, or Fuel Rewards. We will make commercially reasonable efforts to provide notice of material corrections where practicable.

‍8.18 No Financing
‍Unless expressly provided under a separate written agreement, Fuel Purchases are not loans, extensions of credit, or financing arrangements. Authorization of a Fuel Purchase does not obligate 8TK to extend future purchasing capacity or approve future Transactions.

‍8.19 Payment Priority
‍When multiple Payment Methods are available, 8TK may determine the order in which available funding sources are applied to a Transaction, unless the Services expressly permit you to designate a different order.

‍8.20 Reservation of Rights
‍Nothing in this Agreement obligates 8TK to authorize, fund, process, settle, or complete any Transaction. We reserve the right to decline, delay, reverse, suspend, investigate, or refuse any Transaction whenever we reasonably determine such action is necessary to protect Users, Merchants, banking partners, payment processors, the integrity of the Services, or compliance with applicable law.

9. FUEL PURCHASES, MERCHANT NETWORK, PRICING, DISCOUNTS, AND FUEL REWARDS

9.1 Merchant Network
‍The Services permit eligible Users to purchase Fuel from participating Merchants within the Merchant Network. Merchant participation is voluntary and may change at any time.Merchants may:

1. join or leave the Merchant Network;
2. suspend or limit participation;
3. limit available products;
4. refuse Transactions;
5. establish operating hours;
6. technical issues;
7. experience outages; or
8. otherwise modify their participation.

8TK does not guarantee that any Merchant will continuously participate in the Merchant Network.

‍9.2 Merchant Independence
‍Merchants are independent businesses. Except as expressly stated by 8TK, Merchants are not employees, agents, joint venturers, franchisees, representatives,

1. fuel inventory;
2. operating hours and station operations;
3. pump availability;
4. retail pricing and taxes;
5. product availability; and
6. customer-service policies.

8TK is not responsible for the acts, omissions, products, services, fuel quality, inventory, or conduct of any Merchant.

‍9.3 Fuel Purchases
‍Fuel Purchases may be completed only through a valid Fuel Authorization using a transaction method supported by the Services, which may include Fuel Codes, the 8TK Fuel Card, or any other transaction method 8TK may introduce. Not every Merchant will support every transaction method.

When you initiate or complete a Fuel Purchase through the Services, you authorize us to charge your Payment Method(s) for the full amount of the transaction, including the price of Fuel, applicable taxes, service, platform or convenience fees, and any other charges associated with the purchase.

By adding or linking a Payment Method to your User Account, you authorize us and any of our payment processors to charge, debit, or otherwise process transactions using that Payment Method for our Services, including Fuel Purchase and fees. These Fuel Authorizations apply to Fuel, applicable service, platform and convenience fees, taxes, and any other amounts incurred in connection with your use of the Services.
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Certain Fuel Purchases may involve a pre-authorization of funds prior to the completion of fueling. The pre-authorized amount may differ from the final transaction amount. You authorize us and any of our payment processors to adjust the final charge to reflect the actual amount of Fuel dispensed and the applicable transaction price, including any applicable service, platform and convenience fees, taxes and any other charges associated with the purchase.

Your authorization for any Fuel Purchases remain in effect until you terminate your Account, subject to the completion of any pending or previously authorized Transactions.

‍9.4 Eligible Purchases
‍Unless expressly authorized by 8TK, the Services may be used only to purchase Fuel and other products specifically designated by 8TK as eligible. 8TK may determine eligible products in its sole discretion, and Merchants may separately restrict eligible products.

‍9.5 Pricing
‍The pricing presented through the Services is proprietary to 8TK. Pricing displayed through the Services is informational until a Fuel Authorization has been issued.

Subject to applicable law, 8TK may determine, calculate, display, personalize, or offer pricing, Discounts, incentives, rebates, or other commercial terms using any methodology or criteria determined by 8TK in its sole discretion. Pricing presented to one User, Account Owner, Fleet Account, Authorized Driver, vehicle, geographic area, Merchant, Transaction, or class of Users may differ from pricing presented to another for the same Merchant, location, fuel type, or time.

Pricing may vary based upon one or more factors, including, without limitation:

1. negotiated Merchant pricing and network pricing;
2. promotional pricing;
3. user eligibility;
4. membership or subscription status held under separate agreements;
5. Wallet funding status;
6. transaction history and purchase volume;
7. gallons purchased;
8. payment method, timing, and risk;
9. geographic market;
10. Merchant participation;
11. fuel type and operational costs;
12. incentive programs and marketing campaigns;
13. beta programs;
14. business and commercial relationships;
15. loyalty status and fleet characteristics;
16. user behavior;
17. fraud risk and compliance considerations;
18. pricing experiments and A/B testing;
19. machine-learning or automated pricing models; or
20. any other lawful commercial, operational, or risk-based factor.

Nothing in this Agreement obligates 8TK to provide identical pricing, Discounts, or commercial terms to all Users.

‍9.6 No Most-Favored Pricing
‍You acknowledge that:

1. pricing is dynamic and may change continuously;
2. different Users may receive different pricing;
3. pricing may differ between Transactions, Merchants, and payment methods; and
4. pricing may differ based on Promotions or Fuel Rewards

To the fullest extent permitted by applicable law, you waive any claim that another User received more favorable pricing, Discounts, Fuel Rewards, rebates, or commercial terms. 8TK has no obligation to disclose the pricing methodology applicable to any User or Transaction.

‍9.7 Authorized Transaction Price
‍The purchase price applicable to a Fuel Purchase is determined when a Fuel Authorization is successfully issued through the Services.

Once authorized, subsequent changes in Merchant retail pricing do not alter the authorized transaction price unless:

1. the Authorization expires or is revoked;
2. a new Authorization is required;
3. fraud is detected;
4. an obvious pricing error occurred;
5. applicable law requires correction; or
6. another provision of this Agreement permits adjustment.

9.8 Pricing Errors
‍Despite reasonable efforts, pricing errors may occur, including typographical errors, software defects, Merchant transmission errors, communication failures, incorrect tax calculations, duplicate Discounts or Fuel Rewards, processor errors, system-synchronization delays, or obvious commercial mistakes.

8TK reserves the right to:

1. cancel an affected Authorization;
2. revoke a Fuel Code;
3. require reauthorization;
4. correct the applicable price;
5. reverse Discounts or Fuel Rewards;
6. cancel Promotions; or
7. refuse the affected Transaction.

Users do not acquire any vested right arising solely from an obvious pricing error.

‍9.9 Discounts
‍Discounts are promotional commercial incentives provided solely at the discretion of 8TK.Discounts:

1. have no cash value;
2. are not transferable and are not property;
3. may be modified, suspended, discontinued, or allowed to expire; and
4. may be conditioned upon eligibility requirements.

Unless expressly stated otherwise, Discounts may not be combined with other Promotions.

‍9.10 Promotions
‍From time to time, 8TK may offer Promotions, which may include pricing, Merchant-specific, User-specific, geographic, or seasonal offers, referral incentives, bonus Discounts, targeted campaigns, fleet incentives, and activation or reactivation campaigns. Each Promotion is governed by its specific promotional terms established by 8TK in its sole discretion. 8TK may terminate any Promotion at any time.

‍9.11 Fuel Rewards Program
‍As part of the Services, 8TK may make available a Fuel Rewards Program intended to reward participation in the Services and encourage continued use of participating Merchants. Fuel Rewards may consist of points, fuel credits, Discount credits, loyalty credits, promotional incentives, bonus awards, rebates, or other promotional benefits designated by 8TK.

Fuel Rewards are promotional benefits only. Fuel Rewards:

1. are not deposits, stored value, cash, or legal tender;
2. are not property;
3. earn no interest;
4. cannot be redeemed for cash unless expressly authorized by 8TK; and
5. may not be assigned, transferred, or pledged as collateral.

9.12 Earning Fuel Rewards
‍Fuel Rewards may be earned only through activities designated by 8TK, which may include Fuel Purchases, Promotions, referrals, marketing campaigns, Merchant programs, or loyalty initiatives. Not every Fuel Purchase earns Fuel Rewards. Reward eligibility may vary by Merchant, transaction type, Payment Method, Promotion, User, fleet, geography, or other eligibility requirements.

‍9.13 Redeeming Fuel Rewards
‍Fuel Rewards may be redeemed only in the manner designated through the Services. 8TK may establish minimum or maximum redemption amounts, expiration periods for points and rewards, participating Merchants and products, stacking limitations, redemption timing, and any other redemption criteria.

‍9.14 Modification of Fuel Rewards
‍The Fuel Rewards Program is promotional. Accordingly, 8TK may change earning or redemption rates, change expiration periods, change eligible Merchants or participating products, or suspend, terminate, or discontinue the entire Fuel Rewards Program at any time without prior notice, unless otherwise required by applicable law.

‍9.15 Expiration and Forfeiture
‍Fuel Rewards may expire according to the rules established by 8TK. Unused Fuel Rewards may be forfeited upon:

1. expiration;
2. account closure;
3. fraud, abuse, or inactivity;
4. violation of this Agreement;
5. reversal of qualifying Transactions; or
6. termination of the Fuel Rewards Program.

9.16 Fraudulent Reward Activity
‍8TK may suspend, reverse, cancel, recover, or permanently remove any Fuel Rewards obtained through fraud, abuse, duplicate accounts, artificial activity, manipulation, pricing exploitation, software abuse, unauthorized automation, collusion, or any activity inconsistent with the intended purpose of the Fuel Rewards Program. Our determination will be based upon the information reasonably available to us.

‍9.17 Taxes
‍You are solely responsible for determining and satisfying any tax obligations arising from Fuel Purchases, Discounts, Promotions, rebates, or Fuel Rewards.

‍9.18 Fuel Tax Compliance
‍In certain states and areas, such as Oregon, fuel taxes may be paid separately from the transaction at the pump and may require a permit. In the case of Oregon, you may still use the Services if you do not have a PUC permit, but you are required to affirm "I don't have a permit" in the App, during the purchase process. Doing so will bundle any state tax (currently $0.40/gal) with the price of the Fuel. If you do have a PUC permit, you can select the "I have a permit" option during the purchase flow. This will subtract the state tax (currently $0.40/gal) from the retail price.  You will then enter your permit when prompted at the Merchant pump. If you select this option and neglect to enter the permit number at the pump, you will be charged the state tax (currently $0.40/gal) and an additional administration fee of up to $25.00.

‍9.19 Proprietary Pricing and Decision Systems
‍You acknowledge that 8TK’s pricing algorithms, dynamic pricing models, promotional engines, automated decision systems, fraud models, eligibility models, and commercial optimization technologies are proprietary and may constitute confidential information and trade secrets of 8TK. Nothing in this Agreement requires 8TK to disclose the methodology, data, logic, criteria, weighting, models, formulas, or systems used to determine pricing, Discounts, Fuel Rewards, Promotions, eligibility, risk controls, transaction approvals, or other commercial terms.

10. FEES, FAILED PAYMENTS, COLLECTIONS, AND ACCOUNT ADJUSTMENTS

10.1 FeesY
ou agree to pay all fees, charges, amounts, and other obligations arising from your use of the Services.

Fees may include, without limitation:

1. 8TK platform service or subscription fees;
2. convenience fees when using certain Payment Methods;
3. Diesel Wallet funding fees;
4. returned-payment fees;
5. expedited-service fees;
6. payment failure fees;
7. administrative fees;
8. recovery and collection costs permitted by law; and
9. any other fees disclosed through the Services or otherwise agreed by you.

Current fees may be displayed within the App or otherwise communicated by 8TK. Where applicable, any service or convenience fees will be included in the transaction price or otherwise disclosed through the App or Services prior to completion of the transaction. We may modify fees prospectively by updating the Services or otherwise providing notice where required by applicable law.

If you purchase Diesel #1, the transaction will be reconciled at the full retail price for Diesel #1. We will back-charge for the difference between (a) the retail price for Diesel #1 and (b) the discounted price that would have applied to Diesel #2. This includes cancelling or refunding the original charge and recharging any Payment Method for the corrected amount. In addition, we may assess a processing, administrative and recovery fee equal to up to percent (5%) of the back-charged amount.

‍10.2 Payment Obligation
‍You remain responsible for every Fuel Purchase properly authorized through your User Account, regardless of:

1. whether the Transaction settles immediately;
2. whether a Merchant submits the Transaction later;
3. whether a Payment Method subsequently becomes unavailable;
4. whether your User Account is later suspended or terminated; or
5. whether an Authorized Driver leaves your organization.

Your obligation to pay survives termination of this Agreement.

‍10.3 Sufficient Funds
‍You agree to maintain sufficient available funds in your selected Payment Method to satisfy all Transactions. Failure to maintain sufficient funds does not cancel your payment obligation and may result in you incurring payment failure fees.

‍10.4 Returned and Failed Payments
‍If any payment is returned, dishonored, rejected, reversed, disputed, revoked, declined, or otherwise unsuccessful, 8TK may immediately suspend your User Account, Fuel Authorizations, Fuel Codes, Fuel Card functionality, or Wallet functionality; recover amounts from another Payment Method; offset available Wallet balances; reverse Fuel Rewards or Discounts; assess fees; initiate additional collection attempts; or pursue any other remedy available under this Agreement or applicable law.

‍10.5 Multiple Collection Attempts
‍You authorize 8TK to make multiple attempts to collect any amount owed using one or more Payment Methods associated with your User Account. Collection attempts may occur after Settlement, returned payments, failed payments, corrected Transactions, delayed Merchant submissions, administrative adjustments, or fraud investigations.

‍10.6 Offsets
‍To the fullest extent permitted by law, you authorize 8TK to offset amounts owed by you against any funds, credits, Wallet balances, promotional balances, refunds, rebates, Fuel Rewards having monetary value, or other amounts payable to you. Offsets may occur without prior notice where reasonably necessary to protect the integrity of the Services.

‍10.7 Account Adjustments
‍8TK may make accounting or operational adjustments whenever reasonably necessary to accurately reflect account activity, including correcting duplicate Transactions or Wallet credits, gallon quantities, Merchant pricing, tax calculations, Fuel Rewards, Discounts, settlement or processor errors, system errors, or reconciliation differences. We may debit or credit your User Account as necessary to complete such adjustments.

‍10.8 Refunds
‍Refunds are governed by the applicable Merchant’s policies unless otherwise expressly provided through the Services. Where a refund is approved, it may be credited to your Diesel Wallet, returned to the original Payment Method, or processed using another method determined by 8TK. Refund timing depends upon Merchant processing, banking partners, payment processors, and applicable payment networks. We may choose not to refund any 8TK fees as compensation for our Services.

‍10.9 Disputed Transactions
‍If you believe a Transaction is unauthorized or inaccurate, you must notify 8TK as soon as reasonably possible after discovering the issue, with sufficient information to permit investigation. Submission of a dispute does not suspend your obligation to pay valid Transactions. 8TK may require supporting documentation before making any adjustment.

‍10.10 Investigation Rights
‍You authorize 8TK to investigate any disputed Transaction. During an investigation, we may:

10.11 No Obligation to Extend Purchasing Capacity
‍Nothing in this Agreement obligates 8TK to continue approving Fuel Authorizations or permitting future Transactions because previous Transactions were approved. Approval of one Transaction does not establish a line of credit, purchasing capacity, future eligibility, or any commitment to authorize additional Fuel Purchases.

‍10.12 Collection Costs
‍To the extent permitted by applicable law, you agree to reimburse 8TK for reasonable costs incurred in collecting amounts owed under this Agreement, including collection-agency fees, reasonable attorneys’ fees, court and arbitration costs, filing fees, investigation costs, and other reasonable enforcement expenses.

‍10.13 Interest on Overdue Amounts
‍To the extent permitted by applicable law, overdue amounts may accrue interest from the date payment became due until paid in full at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

‍10.14 Fraudulent Payment Activity
‍If 8TK reasonably believes that any Payment Method, funding source, Fuel Purchase, Wallet activity, Fuel Code, Fuel Card Transaction, or User Account has been used fraudulently or in violation of this Agreement, we may immediately reverse Transactions, recover funds, suspend access, terminate the User Account, report the activity to law enforcement, banking partners, payment processors, Merchants, or fraud-prevention databases, and pursue civil or criminal remedies where appropriate. Our exercise of these rights does not limit any other remedy available under this Agreement or applicable law.

11. ACCEPTABLE USE, FRAUD PREVENTION, AND PLATFORM INTEGRITY

11.1 Lawful Use
‍You agree to use the Services only for lawful purposes and in accordance with this Agreement. You are solely responsible for ensuring that your use of the Services complies with all applicable federal, state, and local laws, regulations, ordinances, and governmental requirements.

‍11.2 User Responsibilities
‍You agree to:

1. maintain accurate account information;
2. protect your login credentials, Fuel Codes, and Fuel Cards;
3. maintain control of your Devices;
4. promptly report suspected fraud or unauthorized activity;
5. maintain sufficient funding sources;
6. cooperate with reasonable investigations; and
7. use the Services only as intended.

11.3 Prohibited Conduct
‍You may not, directly or indirectly:

1. use the Services for any unlawful purpose;
2. provide false or misleading information;
3. impersonate another person or entity;
4. create multiple accounts to circumvent platform restrictions;
5. create fictitious businesses or identities;
6. share User Accounts except through authorized platform functionality;
7. transfer, sell, publish, or disclose Fuel Codes;
8. allow unauthorized persons to use your Fuel Card;
9. manipulate pricing, Discounts, Fuel Rewards, Promotions, or Merchant pricing;
10. submit fraudulent or duplicate Transactions;
11. knowingly purchase Fuel for unauthorized third parties;
12. evade Transaction, Wallet, or funding limits;
13. evade fraud or compliance controls;
14. circumvent eligibility requirements;
15. engage in money laundering, structuring, or sanctions evasion;
16. use the Services to facilitate any illegal activity; or
17. interfere with the operation of the Services.

Any prohibited conduct constitutes a material breach of this Agreement.

‍11.4 Fraud Prevention and Risk Monitoring
‍8TK continuously monitors Transactions, Devices, User Accounts, Merchants, Wallet activity, Fuel Codes, Fuel Cards, and other platform activity for fraud-prevention and risk-management purposes. Monitoring may occur before, during, or after any Transaction, and you acknowledge and consent to such monitoring.

8TK may evaluate risk using any lawful information available to it, including transaction history, purchase frequency and velocity, geographic activity, Merchant activity, Device information, IP addresses, geolocation, account age, funding and payment history, identity verification, sanctions screening, behavioral analytics, historical fraud patterns, machine-learning and artificial-intelligence models, third-party fraud databases, and payment-processor or banking-partner information. We are not obligated to disclose the specific factors used in any fraud or risk determination.

‍11.5 Automated Decision Systems
‍You acknowledge that the Services may utilize automated systems, machine learning, artificial intelligence, rules-based engines, statistical models, behavioral analytics, fraud-scoring models, and other automated technologies to assist in Transaction approvals, Fuel Authorizations, pricing, Discounts, Fuel Rewards, Wallet funding, account verification, fraud detection, account restrictions, Merchant eligibility, compliance screening, and other operational decisions. These technologies are proprietary to 8TK and its service providers.

‍11.6 Device Integrity
‍You may not access the Services using a Device that has been modified in a manner that compromises the integrity or security of the Services, including rooted or jailbroken Devices, emulators used for unauthorized purposes, Devices utilizing unauthorized automation software, or Devices utilizing software intended to interfere with the operation of the Services. 8TK may deny access from any Device determined to present an elevated security risk.

‍11.7 Location Integrity
‍Certain Services rely upon accurate location information. You agree not to falsify location information, manipulate GPS information, spoof geographic location, interfere with Device location services, utilize software intended to disguise your actual location, or otherwise attempt to deceive the Services regarding your physical location. If 8TK reasonably believes location information is unreliable, we may decline or suspend affected Transactions.

‍11.8 Automated Access
‍You may not access the Services through bots, scripts, crawlers, automated purchasing software, scraping tools, reverse-engineering tools, unauthorized APIs, robotic process automation, or similar technologies, except through interfaces expressly approved by 8TK.

‍11.9 Security Testing
‍You may not probe, scan, penetration test, stress test, exploit, reverse engineer, decompile, disassemble, bypass, or decrypt, or otherwise attempt to compromise, any aspect of the Services unless expressly authorized in writing by 8TK.

‍11.10 Fuel Rewards Abuse
‍You may not manipulate the Fuel Rewards Program through duplicate accounts, fictitious Transactions, sham purchases, coordinated activity, referral abuse, artificial purchasing behavior, Transaction splitting, account cycling, promotion stacking, software automation, or any activity intended to obtain Fuel Rewards inconsistent with the intended operation of the Services. 8TK may permanently revoke Fuel Rewards obtained through abusive activity.

‍11.11 Merchant Abuse
‍You may not harass Merchant personnel, interfere with Merchant operations, intentionally disrupt fuel dispensing, misuse Fuel Codes, attempt unauthorized purchases, or present expired Authorizations.

‍11.12 Cooperation
‍You agree to reasonably cooperate with investigations conducted by 8TK, banking partners, payment processors, Merchants, fraud-prevention providers, law enforcement, and governmental authorities. Failure to cooperate may result in suspension or termination of the Services.

‍11.13 Reporting Fraud
‍You agree to promptly notify 8TK if you become aware of unauthorized Fuel Purchases, compromised Fuel Codes or Fuel Cards, suspicious Merchant activity, account compromise, identity theft, payment fraud, or any other suspected misuse of the Services.

‍11.14 Preservation of Platform Integrity
‍The Services are intended to operate as a secure commercial payments platform. Accordingly, 8TK may take any action it reasonably believes necessary to preserve the integrity, security, reliability, availability, reputation, or lawful operation of the Services, including delaying or denying Transactions, limiting Wallet functionality, restricting Merchants or Devices, limiting Fuel Authorizations or Transaction amounts, imposing velocity limits, requiring additional verification, temporarily freezing funds, suspending Fuel Rewards, or terminating User Accounts.

‍11.15 Reservation of Enforcement Rights
‍Nothing in this Agreement limits 8TK’s right to pursue any available contractual, equitable, civil, criminal, or administrative remedy arising from misuse of the Services. Failure by 8TK to enforce any provision of this Agreement on one occasion does not constitute a waiver of its right to enforce the same or any other provision in the future.

‍11.16 Confidential Commercial Information
‍The Services may provide Users with access to proprietary pricing, Discounts, Merchant participation, promotional offers, commercial programs, and other confidential commercial information. Except as necessary to complete authorized Fuel Purchases, Users may not systematically collect, publish, distribute, scrape, benchmark, reverse engineer, commercialize, or use such information to compete with or assist any competitor of 8TK. Nothing in this Section restricts a User from disclosing the actual price paid for the User’s own Fuel Purchase, but Users may not compile, aggregate, or redistribute pricing or commercial information obtained through the Services in a manner intended to replicate, compete with, or diminish the value of the Services.

12. COMMUNICATIONS, ELECTRONIC RECORDS, AND CONSENT

12.1 Electronic Communications and E-SIGN Consent
‍By using the Services, you consent to receive all agreements, disclosures, notices, statements, receipts, transaction information, legal notices, account information, and other communications electronically. Communications may be delivered through the App, email, SMS text message, push notification, your User Account, our website, or any other electronic method reasonably selected by 8TK. Electronic communications satisfy any legal requirement that communications be in writing.

To access and retain electronic communications, you need a Device with internet access, a current web browser or the App, an active email address, and the ability to view and store PDF and similar documents. Your consent to electronic communications applies to this Agreement and to your ongoing use of the Services.

‍12.2 Transactional Communications
‍You consent to receive transactional and service communications relating to Fuel Purchases, Wallet activity, Fuel Authorizations, Fuel Codes, Fuel Card activity, payment confirmations, receipts, security and fraud alerts, authentication codes, account servicing, legal notices, and operational notifications. We may deliver these communications by App, email, SMS text message, push notification, telephone, or other available channels. These communications are part of the Services, are not marketing communications, and cannot be opted out of except by closing your User Account where permitted by law.

‍12.3 Marketing Communications
‍Marketing and promotional communications are optional and are governed by your communication preferences and the Privacy Policy. We will send marketing communications by email or SMS text message only with your prior express consent, and consent to receive them is not a condition of purchasing or using the Services. Nothing in this Agreement grants a right to receive promotional communications. You may withdraw your consent at any time by updating your communication preferences within the App, clicking the unsubscribe link in a marketing email, replying STOP to a marketing SMS message, or contacting us at privacy@greenlane.ai. Message and data rates may apply.

‍12.4 Withdrawing Consent to Electronic Records; Paper Copies
‍You may withdraw your consent to receive records electronically, or request a paper copy of any record, by contacting us at legal@greenlane.ai. We may charge a reasonable fee for paper copies where permitted by law. Because the Services are provided electronically, withdrawal of consent to electronic communications will result in termination of your access to the Services.

‍12.5 Electronic Signatures
‍You agree that your use of the Services constitutes your electronic acceptance of this Agreement, and your clicking of buttons, swiping of bars, electronic acknowledgements, and similar electronic actions constitute your legally binding signature under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law, including the Uniform Electronic Transactions Act (UETA).

‍12.6 Data Practices
‍The collection, use, disclosure, and retention of information in connection with the Services, including communications, location information, and information collected for identity-verification, fraud-prevention, and compliance purposes, are described in and governed by the Privacy Policy. Information you provide in connection with the Diesel Wallet is also subject to the Dwolla Privacy Policy and the privacy notices of Dwolla’s financial institution partners, as described in Section 8.4. In the event of a conflict between this Agreement and the Privacy Policy regarding 8TK’s privacy practices, the Privacy Policy controls.
‍
‍12.7 Record Retention
‍You are responsible for printing or electronically retaining copies of this Agreement and all important account communications.

13. THIRD-PARTY SERVICES AND PAYMENT ECOSYSTEM

13.1 Independent Service Providers
‍The Services operate through the Payment Ecosystem Providers. Each Payment Ecosystem Provider operates independently of 8TK and performs separate services pursuant to independent contractual relationships. Nothing in this Agreement creates any partnership, joint venture, agency, employment, fiduciary relationship, or franchise between you and any Payment Ecosystem Provider solely because you use the Services. Their services remain subject to their own terms and policies.

‍13.2 No Responsibility for Third-Party Services
‍Except to the extent required by applicable law, 8TK is not responsible for the acts, omissions, products, services, decisions, systems, security, availability, policies, pricing, processing times, settlement timing, operational practices, or performance of any Payment Ecosystem Provider, including participating Merchants, banking partners, sponsor banks, payment processors, ACH operators, payment networks, telecommunications providers, identity-verification providers, fraud-prevention providers, mapping providers, cloud-infrastructure providers, and any other third party supporting the Services.

‍13.3 Changes to Providers
‍8TK may, at any time and without prior notice, add, remove, replace, or modify any Payment Ecosystem Provider used to operate the Services. Such changes do not constitute a modification of this Agreement or require User consent, although the functionality of the Services may change accordingly. Nothing in this Agreement obligates 8TK to continue utilizing any particular Wallet partner, payment processor, payment network, Merchant, or service provider. Where a service provider’s terms are incorporated by reference into this Agreement and are required to be surfaced to you (such as the Dwolla Account Terms described in Section 8.4), 8TK will present any replacement provider’s terms to you before the change takes effect with respect to your continued use of the affected Service.

‍13.4 Third-Party Rules
‍Certain Transactions may be subject to additional rules, operating regulations, or requirements established by Payment Ecosystem Providers. To the extent applicable, you agree to comply with those requirements as they relate to your use of the Services. Nothing in this Agreement grants you any contractual rights against any Payment Ecosystem Provider.

‍13.5 Reservation of Operational Authority
‍8TK retains sole authority to determine how the Services operate, including the selection of Payment Ecosystem Providers, routing of Transactions, processing methodologies, Settlement procedures, fraud controls, risk-management practices, and operational workflows.

14. INTELLECTUAL PROPERTY

The Services, including all software, technology, source code, object code, user interfaces, graphics, logos, trademarks, service marks, copyrights, databases, APIs, workflows, transaction methodologies, pricing methodologies, fraud-detection systems, commercial models, and all related intellectual property, are owned by or licensed to 8TK. Nothing in this Agreement transfers ownership of any intellectual property.

‍14.1 Limited License
‍Subject to this Agreement, 8TK grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for their intended purpose.

‍14.2 Restrictions
‍You may not copy, reproduce, modify, sublicense, distribute, reverse engineer, decompile, create derivative works from, exploit, or commercially use the Services except as expressly authorized.

‍14.3 Feedback
‍Any suggestion, idea, enhancement, recommendation, feedback, or improvement you submit to 8TK may be used by 8TK without restriction or compensation.

15. DISCLAIMERS

15.1 Services Provided "AS IS"
‍Except as expressly set forth in this Agreement, the Services are provided on an "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS" basis. To the fullest extent permitted by law, 8TK disclaims all warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade.

‍15.2 No Warranty of Availability
‍8TK does not warrant uninterrupted operation, continuous Merchant availability, uninterrupted network, processor, or banking availability, error-free software, or uninterrupted availability of the Wallet, Fuel Codes, or Fuel Card functionality.

‍15.3 Fuel Quality
‍Fuel is sold by independent Merchants. 8TK makes no warranty regarding fuel quality, quantity, fitness, contamination, Merchant practices, pump calibration, or fuel performance. Claims relating to fuel quality should be directed to the applicable Merchant.

‍15.4 No Liability for Discretionary Actions
‍Without limiting Section 16, and except to the extent prohibited by applicable law, 8TK shall have no liability for any delay, denial, restriction, suspension, revocation, cancellation, expiration, or termination of any User Account, Fuel Authorization, Fuel Code, Fuel Card, Wallet, Discount, Fuel Reward, Merchant access, Transaction, or other Service, including any resulting business interruption, lost revenue or profits, towing or storage charges, substitute fuel purchases, delivery delays, missed appointments, vehicle downtime, or other indirect losses.

16. LIMITATION OF LIABILITY

To the fullest extent permitted by law, 8TK, its Affiliates, and their respective officers, directors, employees, banking partners, processors, Merchants, licensors, contractors, and service providers (collectively, the "8TK Parties") shall not be liable for any:

1. indirect, incidental, consequential, exemplary, or punitive damages;
2. lost profits or lost revenue;
3. loss of goodwill or business opportunity;
4. vehicle downtime;
5. substitute fuel purchases;
6. towing expenses or storage fees;
7. delivery delays or operational interruption; or
8. data loss.

This limitation applies regardless of the legal theory asserted and even if a remedy fails of its essential purpose.

‍16.1 Liability Cap
‍To the fullest extent permitted by law, the aggregate liability of the 8TK Parties arising from or relating to the Services and this Agreement shall not exceed the greater of (a) One Hundred Dollars ($100) or (b) the total fees actually paid directly to 8TK by the User (excluding amounts remitted for Fuel and taxes) during the three (3) months immediately preceding the event giving rise to the claim.

‍16.2 Application and Exclusions
‍The limitations and exclusions in this Section apply to the fullest extent permitted by law but do not apply to liability that cannot be limited or excluded under applicable law. Nothing in this Section limits your obligation to pay amounts owed under this Agreement, or your indemnification obligations. The disclaimers in Section 15 and the limitations in this Section are intended to benefit, and are enforceable by, the 8TK Parties as third-party beneficiaries solely for that purpose, notwithstanding Section 20.6.

17. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the 8TK Parties and their respective successors and assigns from and against all third-party claims, damages, losses, liabilities, judgments, fines, penalties, costs, and reasonable attorneys’ fees arising from or relating to:

1. your use of the Services;
2. your violation of this Agreement;
3. your fraud, negligence, or willful misconduct;
4. your User Content;
5. your disputes with Merchants or Authorized Drivers; or
6. delivery delays or operational interruption; or

8TK will provide reasonable notice of any claim for which it seeks indemnification. 8TK may, at its option, control the defense and settlement of any such claim with counsel of its choice, and you agree to cooperate reasonably. You may not settle any claim in a manner that imposes any obligation or liability on, or requires any admission by, any 8TK Party without 8TK’s prior written consent. This indemnification obligation survives termination of this Agreement.

18. SUSPENSION AND TERMINATION

8TK may suspend or terminate any portion of the Services immediately, with or without notice, as described in this Agreement. You may stop using the Services and close your User Account at any time, subject to payment of all outstanding obligations.

Termination does not affect any payment or collection obligation, indemnification obligation, confidentiality obligation, intellectual-property right, disclaimer, limitation of liability, dispute-resolution provision, or any other provision that by its nature should survive, as further described in Section 20.7.

19. DISPUTE RESOLUTION; ARBITRATION; CLASS AND JURY WAIVERS

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, WAIVES YOUR RIGHT TO A JURY TRIAL, AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. YOU MAY OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 19.8.

19.1 Governing Law
‍This Agreement, and any dispute arising out of or relating to it or the Services, is governed by the laws of the Commonwealth of Pennsylvania and, with respect to arbitration, the Federal Arbitration Act, in each case without regard to conflict-of-law principles. This Section does not deprive you of the protection of any mandatory consumer-protection provisions of the law of the jurisdiction in which you reside to the extent they cannot lawfully be waived.

‍19.2 Informal Resolution
‍Before initiating arbitration or litigation, the parties will attempt in good faith to resolve any dispute informally. You agree to first send a written notice describing the dispute and the relief sought to legal@greenlane.ai. If the dispute is not resolved within sixty (60) days after the notice is received, either party may proceed as provided in this Section. This informal-resolution requirement is a condition precedent to commencing arbitration.

‍19.3 Binding Arbitration
‍Except as provided in Sections 19.5 and 19.6, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, where applicable, its Consumer Arbitration Rules), as modified by this Agreement. The arbitration will be conducted by a single arbitrator, will take place in Allegheny County, Pennsylvania, or by videoconference or another mutually agreed location, and the arbitrator’s award may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that a court decides questions of the enforceability of the class-action waiver in Section 19.4.

‍19.4 Class and Representative Action Waiver
‍To the fullest extent permitted by law, you and 8TK agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of a representative or class proceeding. If this class-action waiver is found unenforceable as to a particular claim or request for relief, then that claim or request for relief will be severed and adjudicated in court, and all other claims will proceed in arbitration.

‍19.5 Small-Claims and Injunctive Relief
‍Either party may bring an individual action in small-claims court for disputes within that court’s jurisdiction. In addition, 8TK may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Commercial Information, or the integrity and security of the Services, or to address unauthorized access, fraud, or misuse.

‍19.6 Jury-Trial Waiver
‍To the extent any dispute proceeds in court rather than arbitration, each party knowingly, voluntarily, and irrevocably waives any right to a trial by jury. Any such action will be brought exclusively in the state or federal courts located in Allegheny County, Pennsylvania, and each party irrevocably submits to the jurisdiction of those courts.

‍19.7 Limitations Period
‍To the extent permitted by applicable law, any claim arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the claim accrues; otherwise, the claim is permanently barred.

‍19.8 Right to Opt Out of Arbitration
‍You may opt out of the arbitration and class-action-waiver provisions of Sections 19.3 and 19.4 by sending written notice of your decision to legal@greenlane.ai within thirty (30) days after first accepting this Agreement. The notice must include your name, the email or account associated with your User Account, and a clear statement that you wish to opt out of arbitration. If you opt out, the jury-trial waiver, governing law, venue, and all other provisions of this Agreement continue to apply.

‍19.9 Severability of this Section
‍If any portion of this Section 19 is found unenforceable, that portion will be severed and the remainder will continue to apply, except that if Section 19.4 is found unenforceable as to a claim seeking public injunctive relief, that claim will proceed in court.

20. GENERAL PROVISIONS

20.1 Entire Agreement
‍This Agreement, together with the Privacy Policy and any terms expressly incorporated by reference, constitutes the entire agreement between you and 8TK regarding the Services and supersedes all prior or contemporaneous understandings on that subject.

‍20.2 Assignment and Change of Control
‍8TK may assign or transfer this Agreement, in whole or in part, including in connection with a merger, acquisition, reorganization, sale of assets, or change of control, without restriction and without notice. You may not assign or transfer this Agreement or any rights or obligations under it without our prior written consent, and any attempted assignment in violation of this Section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

‍20.3 Notices
‍We may provide notices to you electronically as described in Section 12. You may provide legal notices to 8TK at legal@greenlane.ai or at the mailing address published through the App or our website. Notices are effective when sent, in the case of electronic notice, or when received, in the case of mailed notice.

‍20.4 Severability
‍If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.

‍20.5 No Waiver
‍No failure or delay by 8TK in exercising any right under this Agreement operates as a waiver, and no single or partial exercise of any right precludes any further exercise of that or any other right.

‍20.6 No Third-Party Beneficiaries
‍Except as expressly provided in Section 16.2, and except where required by applicable law, this Agreement is solely for the benefit of you and 8TK. No Merchant, banking partner, payment processor, payment network, sponsor bank, service provider, or other third party is a third-party beneficiary of this Agreement solely by virtue of participating in the Services.

‍20.7 Survival
‍Any provision that by its nature should survive termination will survive, including provisions relating to payment and collection obligations, taxes, fraud and abuse, confidentiality and Confidential Commercial Information, intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and these General Provisions, until all outstanding obligations have been fully satisfied.

‍20.8 Force Majeure
‍8TK is not liable for any delay or failure to perform resulting from events beyond its reasonable control, including natural disasters, telecommunications or internet failures, cyberattacks, labor disputes, governmental actions, payment-network failures, processor outages, banking interruptions, fuel-supply disruptions, epidemics, war, terrorism, civil unrest, or utility failures.

‍20.9 Records and Audit
‍You agree to retain records reasonably necessary to substantiate your compliance with this Agreement. Upon reasonable notice, and to the extent permitted by law, 8TK may request records or information reasonably necessary to verify compliance, investigate suspected fraud or misuse, or satisfy legal, regulatory, or banking-partner requirements. This Section does not expand 8TK’s obligations with respect to your information beyond the Privacy Policy.

‍20.10 Relationship of the Parties
‍You and 8TK are independent parties. Nothing in this Agreement creates any partnership, joint venture, agency, employment, or fiduciary relationship between you and 8TK.

‍20.11 Interpretation
‍Headings are for convenience only and do not affect interpretation. "Including" and "include" mean "including, without limitation." Words in the singular include the plural and vice versa. References to a Section are to a Section of this Agreement. This Agreement will not be construed against either party as drafter.

‍20.12 Contact
‍For questions about the Services or this Agreement, contact us through the App or at legal@greenlane.ai. For privacy questions, contact privacy@greenlane.ai.

21. STATE-SPECIFIC PROVISIONS

21.1 California Residents
‍Nothing in this Agreement limits or waives any non-waivable right or protection afforded to California consumers under applicable law. Under California Civil Code Section 1789.3, California users are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

‍21.2 Savings Clause
‍To the extent any provision of this Agreement conflicts with a mandatory provision of applicable law in your state of residence that cannot lawfully be waived, that mandatory provision controls solely to the extent of the conflict, and all other provisions of this Agreement remain in full force and effect.