FuelRouteX Customer Terms and Conditions

1Agreement and acceptance

“FuelRouteX,” “we,” and “us” mean FuelRouteX LLC, an Illinois limited liability company. “Customer” and “you” mean the business identified in an accepted subscription order, signed agreement, or online checkout (“Order”). “Services” mean the FuelRouteX website, platform, driver application, APIs, and support included in that Order. “Authorized Users” are Customer’s employees, drivers, contractors, and other persons whom Customer authorizes within its purchased scope.

The Agreement consists of these Terms, the FuelRouteX Service Terms, the Order, and expressly incorporated addenda. The Service Terms describe how specific features operate and are billed; they are available in Customer’s account and are presented with these Terms before acceptance, or attached to the Order when Customer signs an Order outside the Services. A person accepting on Customer’s behalf represents that they have authority to bind Customer. Acceptance must occur through signature or an affirmative electronic acceptance action linked to the applicable Terms. Merely receiving an invitation does not constitute acceptance. Authorized Users must comply with applicable user obligations; users without purchasing authority cannot expand Customer’s subscription.

An executed Data Processing Addendum controls conflicts about personal data processing; an executed service level addendum controls service levels; the Order controls commercial details; the Service Terms control how the features they describe operate and are billed; and these Terms otherwise control. A different negotiated provision controls only the subject it expressly addresses. Purchase order boilerplate does not amend the Agreement unless both parties accept it in writing. The Services are offered for business use, not personal or household subscriptions.

2Service scope and permitted access

During the subscription term, we grant Customer a limited, nonexclusive, nontransferable right to access the Services for its internal business operations within its purchased plan. Access may include fuel maps, fleet views, purchase history, savings analysis, alerts, integration management, customer administration, and reporting when included and available. Future roadmap items, demonstrations, and marketing examples are not contractual delivery commitments.

The Order must identify the included legal entities or subsidiaries, billing units, users, limits, features, and any implementation work. Adding a subsidiary, fleet, or unit may require an updated Order and separate integration authorization. Customer is responsible for obtaining authority from every entity whose data it submits. Inclusion under one tenant does not create unrestricted access across subsidiaries.

We may maintain and improve the Services, including changing hosting or mapping providers. We will not materially reduce purchased core functionality during a prepaid term without providing a reasonably equivalent alternative or allowing termination of the affected service and refunding unused prepaid fees for that service.

3Accounts, administration, and security

Customer must provide accurate account and billing details, designate authorized administrators, assign appropriate access, and promptly remove access when employment, engagement, or authority ends. Customer is responsible for its users’ compliance and actions within its control. Administrative permissions, tenant boundaries, and subsidiary scopes must be respected.

Users must protect credentials, invitation links, recovery methods, devices, and API credentials; use available security controls; and report suspected compromise promptly through the designated support contact. Accounts must not be shared where individual accounts are required. Customer must not submit provider credentials without authority or bypass invitation, sign-in, or access restrictions.

Customer must review account activity and maintain its own access revocation procedures. Sign-out behavior may also depend on third-party identity providers and device sessions. Customer must revoke access and protect shared devices rather than relying solely on closing a browser.

Customer authorizes FuelRouteX personnel to access Customer’s account and Customer Data, including by viewing the Services as one of Customer’s users, as reasonably needed for onboarding, support, troubleshooting, security, billing verification, and changes Customer requests. Only authorized FuelRouteX personnel may use this access. It is recorded in FuelRouteX’s access logs and is subject to Sections 9 and 10. Where the Services show account history, changes made through this access appear as made by FuelRouteX support.

4Fuel pricing and station information

Prices, station locations, product availability, hours, amenities, and map imagery may come from retailers, customer contracts, email attachments, fuel card providers, mapping services, and other third parties. Information may be delayed, incomplete, incorrectly located, or unavailable. A displayed import or connection status does not establish that every station price is current; Customer must check the applicable price date and source.

Retail, contract, rebate, discounted, and estimated prices may use different eligibility rules. Taxes, fees, card charges, discounts, rebates, and settlement adjustments may be excluded unless expressly identified. Customer and its driver must verify station identity, access, accepted payment method, eligibility, product, and final transaction price with the station or applicable provider before purchase.

FuelRouteX does not sell fuel, issue fuel cards, settle fuel purchases, or guarantee a retailer’s performance unless a separate signed agreement expressly provides otherwise. Customer’s fuel supply, card, credit, and rebate agreements remain separate. FuelRouteX is not responsible for changing those agreements or resolving third-party pricing disputes, although it may provide supporting reports. Customer represents that those agreements permit it to provide contract prices, price sheets, and purchase records to FuelRouteX for processing under these Terms.

5Recommendations, predictions, and estimated savings

Fuel opportunities, recommended stops, fill quantities, predicted outcomes, rankings, and savings figures support business decisions. They may rely on GPS position, fuel percentage, tank capacity, usable fuel assumptions, historical purchases, route inputs, vehicle configuration, and pricing that Customer or third parties supply.

Customer must verify tank capacity, usable capacity, reserve requirements, fuel type, sensor reliability, and vehicle configuration. A nominal tank size or reported fuel percentage may not equal usable fuel. Diesel and reefer requirements must be assessed separately. A recommendation is not a guarantee that a vehicle can safely reach a station or complete a trip.

Savings may be estimated against a stated comparison price or route and may not reflect actual settlement costs, tolls, detours, driver time, idling, weather, traffic, taxes, rebates, or other operating costs. Predictions, automated analysis, and AI outputs can be wrong. Customer must review material recommendations and remains responsible for dispatch, purchasing, reserve levels, and operational decisions. No minimum savings, profitability, fuel economy, or investment return is promised unless expressly stated in a signed Order.

6Routing, maps, and driver safety

Routes and maps are planning aids. They are not certified truck navigation, an emergency service, or a representation that a road is legally or physically suitable for a particular vehicle. Map imagery, station pins, traffic information, road access, and construction details may be out of date.

Customer, dispatch, and the driver must independently verify bridge and overhead clearances, vehicle height and weight restrictions, axle limits, hazardous materials rules, road closures, station entrances, turning space, permits, hours of service, weather, and other applicable restrictions. Drivers must obey posted signs and conditions even when they differ from a displayed route.

Where routing preferences are offered, toll avoidance may be weighed against estimated travel time and distance. A preference does not guarantee a toll-free route, the fastest route, or calculation of every toll or restriction. Customer must verify route costs and suitability. Drivers must interact with the application only when safe and lawful, and must never rely on an alert as a substitute for monitoring fuel or road conditions.

7Integrations and data freshness

Customer authorizes FuelRouteX to retrieve and process the selected data from integrations it enables, including telematics, TMS, fuel providers, and pricing email sources. Customer must obtain all required provider permissions and use authorized credentials and accounts. We will operate within the agreed integration scope; connected data remains subject to these Terms and applicable provider conditions.

Integration performance depends on provider availability, API limits, subscription entitlements, credentials, device connectivity, sensors, and timely source data. A “connected” status indicates a connection state and does not necessarily mean every vehicle is reporting fresh GPS or fuel data. Missing or stale readings may prevent recommendations or create incomplete fleet views.

Customer must review freshness indicators, vehicle assignments, integration scope, and missing data, and report discrepancies. Revoking an integration may stop future collection without automatically deleting previously retained records. FuelRouteX will make reasonable efforts to troubleshoot its own integration implementation but does not control provider outages or hardware performance.

Automatically parsed email attachments and imported files may contain errors or duplicate submissions. Customer must use authorized sources and inspect material discrepancies. Import acceptance is not a guarantee of source accuracy, complete historical coverage, or correct treatment of every later correction.

Alerts and messages depend on device settings, permissions, connectivity, and delivery providers. Push or email submission does not guarantee receipt, timely display, or action by a driver. Customer must establish dispatch follow-up and fallback procedures. Operational notifications are distinct from optional promotional communications; any marketing permission must be handled separately under applicable law.

8Customer Data rights and processing

“Customer Data” means information Customer or its users submit or authorize us to retrieve, including vehicle records, driver information, GPS history, fuel readings, purchases, routes, pricing, and business reports. As between the parties, Customer retains its rights in Customer Data, subject to third-party rights. No ownership of Customer Data transfers to FuelRouteX.

Customer grants FuelRouteX permission to host, copy, process, transmit, and display Customer Data as reasonably needed to deliver, secure, troubleshoot, and support the Services; carry out authorized instructions; and comply with law. We may use service providers for these purposes under appropriate contractual obligations. This permission lasts only as needed for the Agreement, permitted retention, and applicable legal obligations.

Customer represents that it has lawful rights to supply the data and has provided required notices and obtained necessary permissions for employee and driver monitoring, precise location collection, and third-party disclosures, including location collected through a FuelRouteX driver application on a driver’s device. Customer will tell its drivers when location collection is active and will observe any legal limits on tracking outside working time. Customer determines the purposes of its fleet management processing and is responsible for its legal obligations to its employees, drivers, and contractors. FuelRouteX remains responsible for its own legal obligations; these Terms do not waive individual privacy rights.

We may create and use aggregated or deidentified information derived from the Services, such as usage and performance statistics and anonymized fuel price and market benchmarks, to operate, develop, improve, and offer our products and services, but only where lawful and where Customer, its drivers, and other individuals cannot reasonably be identified. We will not attempt to reidentify such information. We will not sell identifiable Customer Data, disclose Customer’s contract or negotiated prices in a form that identifies Customer or its suppliers, or use identifiable Customer Data to train general-purpose AI models without a separate affirmative agreement.

9Privacy, security, and incident response

FuelRouteX’s Privacy Notice, available at https://fuelroutex.com/privacy, explains FuelRouteX’s personal information practices, including account data, driver location, service providers, cookies where used, retention, and rights requests. It provides notice and does not expand the contractual data license. Where required, the parties will execute a Data Processing Addendum covering processing instructions, legal roles, subprocessors, international transfers, and assistance with individual rights.

FuelRouteX will maintain reasonable administrative, technical, and physical safeguards appropriate to the information and risk, and require relevant service providers to maintain reasonable safeguards. No system can guarantee absolute security. We will notify Customer promptly, and in any event within 72 hours, after we discover, or reasonably believe, that Customer Data in our control was accessed or disclosed without authorization. We may provide details in stages as our investigation continues, and we will provide available information and reasonable cooperation. Applicable legal notification deadlines control where stricter.

Each party will cooperate in investigating incidents and making legally required notifications. Customer must promptly communicate suspected incidents affecting its accounts or integrations. Customer must not upload payment card security codes, biometric identifiers or biometric information, health records, or other highly sensitive information unless the parties expressly agree to a suitable service and protections. These Terms alone do not authorize such processing.

10Confidentiality

Each party must protect the other party’s nonpublic business, technical, and financial information using reasonable care, use it only for the Agreement, and share it only with persons who need it and are subject to suitable confidentiality duties. Customer Data, negotiated prices, rebates, credentials, and nonpublic reports are Customer’s confidential information. Nonpublic platform designs, security details, and pricing proposals are FuelRouteX’s confidential information.

Confidentiality does not apply to information lawfully known without restriction, independently developed, lawfully obtained from another source, or publicly available without breach. Legally compelled disclosure is permitted to the extent required, with advance notice where lawful and reasonable assistance to seek protection. Confidentiality continues for three years after termination, except that it continues for Customer Data and credentials for as long as FuelRouteX retains them, for personal information as required by law, and for trade secrets for as long as they remain trade secrets under applicable law.

11Acceptable use

Customer and users must not use the Services unlawfully; access another tenant’s data; evade access controls or purchased limits; introduce malware; interfere with systems; conduct unauthorized security testing; scrape or bulk extract data beyond authorized exports; resell access; or use the Services to harass or unlawfully surveil individuals.

Customer must not copy or reverse engineer the platform except where applicable law permits despite this restriction, remove proprietary notices, or exploit confidential platform information to create a competing service. This provision does not restrict use of Customer’s own data or lawful interoperability rights. Authorized integrations must comply with documented limits and third-party licensing requirements.

12Subscription fees, billing, and taxes

Fees, billing frequency, initial term, implementation charges, and billing units must appear in the Order. How billable units are counted, minimums, and add-on charges are described in the Order and the Service Terms.

Unless the Order or Service Terms state otherwise, recurring fees are invoiced monthly, invoices are due within 30 days, and all charges are in US dollars. Customer must pay applicable transaction taxes other than taxes on FuelRouteX’s net income. Automatic payment requires an affirmative payment authorization identifying the applicable charges and frequency. No additional product or affiliate charge is authorized by acceptance of these Terms alone.

Customer must report an invoice dispute in writing within 30 days after receipt, describe the basis, and pay undisputed amounts on time. An invoice not disputed within that period is accepted, except for demonstrable billing errors and rights that cannot lawfully be waived. Undisputed overdue amounts may accrue interest at the lesser of 1 percent per month or the maximum lawful rate after notice, and Customer will reimburse FuelRouteX’s reasonable costs of collecting them, including reasonable attorneys’ fees. We may suspend for undisputed nonpayment only after at least 10 days’ written opportunity to cure.

Except for expressly allowed refunds, fees for delivered services and the current committed term are nonrefundable. Fees may change at renewal only with written notice given at least 30 days before the last date on which Customer may decline renewal or cancel. Changes during a committed term require agreement unless the Order expressly provides an objective, disclosed usage adjustment.

13Term, renewal, and cancellation

The subscription begins on the start date in the Order. Unless the Order states otherwise, the initial term is 12 months, and the subscription renews automatically for successive 12-month terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. The Order will state the initial term, renewal term, fees or fee calculation, non-renewal deadline, and how to give notice. Customer’s acceptance of an Order that discloses these items is its acceptance of automatic renewal.

A non-renewal notice received less than 30 days before the end of a term takes effect at the end of the following renewal term. A timely notice ends the subscription at the end of the current term even if FuelRouteX acknowledges it later. During a committed term, neither party may terminate for convenience. If an Order provides for a monthly subscription, Customer may cancel future renewals by written notice received before the next renewal date. Cancellation or non-renewal ends service at the end of the paid term and does not erase charges already incurred.

Customer may send cancellation to the verified billing or legal email listed in Section 24 or use an account cancellation function if provided. We will acknowledge receipt. Additional notices and cancellation rights required by applicable law prevail. Trial and pilot Orders must state their duration, limits, and any conversion terms. A trial or pilot converts to a paid subscription only through a signed Order or an affirmative online acceptance of an Order, and a free trial will not convert without prior clear disclosure and affirmative payment authorization.

14Support, availability, and service changes

FuelRouteX provides support through the channels and hours specified in the Order or published support policy. No uptime percentage, response time, recovery time, or service credit is promised unless set out in an executed service level addendum. Maintenance, outages, and integration interruptions may affect availability.

We will use reasonable efforts to communicate planned material interruptions and investigate reported defects. Customer must maintain operational fallback procedures and retain independent records needed for legal compliance. Services and exports do not replace Customer’s required accounting, fuel receipt, tax, or safety records.

15Suspension, termination, and data exit

Either party may terminate for a material breach that remains uncured 30 days after written notice. FuelRouteX may promptly restrict access where reasonably necessary to address an active security threat, unlawful activity, or serious risk to the Services or others. Restrictions will be proportionate; we will notify Customer where lawful and practicable and restore access when the cause is resolved. Billing suspension follows Section 12.

On expiration or termination, access rights end and outstanding charges remain payable. If FuelRouteX terminates for Customer’s uncured material breach, fees for the Services provided through the effective date of termination remain due. If Customer terminates for FuelRouteX’s uncured material breach, we will refund unused prepaid subscription fees for the affected remaining term. A unilateral service discontinuation by FuelRouteX also requires a refund of unused prepaid fees for discontinued service unless termination resulted from Customer’s breach.

Unless an Order or Data Processing Addendum states otherwise, Customer may request a standard export of available Customer Data within 30 days after termination. We will provide a reasonably usable format, subject to lawful restrictions and protection of other tenants. Custom transformations may require a separate paid scope. Account access during this period may be limited to assisted export.

After the export period, active Customer Data will be deleted or deidentified within 90 days unless lawful retention or an agreed retention period applies. Backup copies may remain until overwritten through the documented backup lifecycle and remain protected and unavailable for ordinary use. Records required for legal, security, tax, or dispute purposes may be retained only as necessary.

16Intellectual property and reports

FuelRouteX and its licensors retain rights in the platform, software, algorithms, interface, documentation, trademarks, and other service materials. Customer may use reports and recommendations generated for it internally and share them with its advisers and service providers for its business, subject to confidentiality and any identified third-party content limits. Customer may export its own data within authorized functionality.

Customer may voluntarily provide feedback. FuelRouteX may use that feedback to improve its products without compensation, but this permission does not transfer Customer Data or authorize disclosure of Customer’s confidential information.

FuelRouteX may identify Customer by name and logo as a FuelRouteX customer on its website, in presentations, and in customer lists, following any reasonable trademark guidelines Customer provides. Customer may withdraw this permission at any time by written notice, and FuelRouteX will stop new uses within 30 days. Case studies, testimonials, quotations, and any disclosure of Customer’s results or savings require Customer’s prior written approval. Customer may identify FuelRouteX as its provider but may not otherwise use FuelRouteX’s name or logo without prior written permission. Customer is not required to participate in testimonials or marketing.

17Disclaimers and limitations of outputs

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, THIRD-PARTY INFORMATION, MAPS, AND PREDICTIVE OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OPERATION, ERROR-FREE DATA, CURRENT IMAGERY, ROUTE SUITABILITY, OR ACHIEVEMENT OF ESTIMATED SAVINGS.

FUELROUTEX DOES NOT WARRANT THE SERVICES. IF CUSTOMER REPORTS A REPRODUCIBLE MATERIAL DEFECT IN THE SERVICES, FUELROUTEX WILL USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT IT WITHIN 30 DAYS AFTER NOTICE, OR WITHIN SUCH LONGER PERIOD AS IS REASONABLY NECESSARY GIVEN THE NATURE OF THE DEFECT AND ANY DEPENDENCY ON THIRD-PARTY PROVIDERS. IF FUELROUTEX DOES NOT CORRECT THE DEFECT WITHIN THAT PERIOD, CUSTOMER MAY TERMINATE THE AFFECTED SERVICE AND RECEIVE A REFUND OF UNUSED PREPAID FEES FOR IT. THESE ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY DEFECT IN THE SERVICES, TO THE EXTENT PERMITTED BY LAW.

Reports concerning IFTA, taxes, fuel efficiency, financial performance, or compliance are informational tools. Customer and its advisers must verify classifications, mileage, receipts, rates, and filings. FuelRouteX does not provide legal, tax, accounting, insurance, or regulated safety advice through the Services.

18Limitation of liability

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THEIR POSSIBILITY. This exclusion does not eliminate covered third-party defense and settlement costs under Section 19 or direct reasonable incident response and data restoration costs otherwise recoverable under the applicable cap.

Except as stated below, each party’s aggregate liability arising out of or relating to the Agreement or the Services will not exceed the greater of (a) the subscription fees paid or payable under the affected Order during the 12 months preceding the first event giving rise to liability and (b) US $5,000. If the Order has been active for less than 12 months, the amount in (a) is the fees that would be payable for its first 12 months at the rates in effect when that event occurred. Claims involving a party’s breach of confidentiality or data protection obligations, or indemnity obligations under Section 19, are subject to an aggregate cap of two times that amount instead of the general cap, not in addition to it.

For Services provided without charge, including free trials, pilots, and evaluation access, FuelRouteX’s aggregate liability arising from that use will not exceed US $1,000, except that claims for breach of confidentiality or data protection obligations are capped at US $10,000. These amounts apply instead of the caps above.

These exclusions and caps do not apply to Customer’s obligation to pay agreed fees, Customer’s breach of Section 11 or misuse of FuelRouteX’s intellectual property, a party’s fraud or willful misconduct, or liability that applicable law does not permit to be limited. All other liability of FuelRouteX arising out of or relating to the Agreement or the Services, however arising and under any legal theory, including contract, tort (including negligence), strict liability, and statute, is subject to the caps in this Section 18. The parties agree that these provisions reflect a negotiated allocation of business risk.

19Third-party claims and indemnification

FuelRouteX will defend Customer against a third-party claim that the Services as supplied infringe a US patent, copyright, or trademark, and pay damages finally awarded and settlements approved by FuelRouteX, subject to Section 18. This obligation excludes claims caused by Customer Data, unauthorized modifications, prohibited use, or combinations not supplied or required by FuelRouteX where the claim would not otherwise arise. We may procure continued use, modify or replace the affected service without material loss of function, or terminate it and refund unused prepaid fees if those solutions are not commercially reasonable.

Customer will defend FuelRouteX against third-party claims caused by Customer Data infringing third-party rights, Customer’s unlawful collection or disclosure of personal information, or Customer’s unlawful or prohibited use of the Services, and pay resulting damages finally awarded and settlements approved by Customer, subject to Section 18. Customer does not indemnify FuelRouteX for claims to the extent caused by FuelRouteX’s breach of the Agreement or willful misconduct.

The protected party must promptly notify the defending party, provide reasonable cooperation at the defending party’s expense, and allow control of defense. Delay excuses an obligation only to the extent it causes material prejudice. No settlement may admit fault, impose nonmonetary obligations, or fail to release the protected party without its reasonable written consent.

20Third-party services and experimental features

Providers of maps, telematics, identity, fuel cards, payment processing, and other external services may impose separate lawful terms. Applicable third-party notices will be made available where required. Customer must maintain its own third-party accounts and licenses. No third-party provider is made Customer’s contracting party to these Terms. FuelRouteX is not responsible for the availability, accuracy, or performance of third-party services it does not control, but remains responsible for its own conduct.

Beta, preview, pilot, and experimental functions must be identified as such and may be changed or withdrawn. They are offered for evaluation as available, without an uptime or accuracy commitment, subject to applicable law. Customer should not use them as its sole basis for safety-critical or legally required decisions. Data protection and confidentiality obligations continue to apply to experimental functions. A pilot converts to a paid subscription only as stated in Section 13, and free use is subject to the limit in Section 18.

21Governing law and disputes

Illinois law governs the Agreement without regard to conflict of laws rules, except where mandatory law requires otherwise. Before filing an ordinary contract claim, the parties will attempt in good faith to resolve it through designated representatives for 30 days after written notice. This does not prevent urgent injunctive relief, preserving a limitation deadline, or exercising rights that cannot lawfully be delayed.

Unless the parties agree otherwise in a signed addendum, disputes will be heard exclusively in the state courts for the Illinois county, or the federal court for the district, identified in Section 24. The parties consent to personal jurisdiction there, subject to mandatory law.

Any claim arising from the Agreement must be brought within one year after the claiming party knew or reasonably should have known of the facts giving rise to it, except claims for unpaid fees, indemnification, or misuse of intellectual property, and except where applicable law requires a longer period.

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING FROM OR RELATING TO THE AGREEMENT, TO THE EXTENT PERMITTED BY LAW.

22Changes to the Agreement

We may propose updated Terms by written notice, with at least 30 days’ notice for material changes unless a shorter period is legally required. Material changes to pricing, liability, data rights, or dispute resolution will apply at renewal or when affirmatively accepted by Customer, rather than retroactively during a committed term. We will identify the applicable version and make it available to Customer.

Operational documentation may change to reflect the Services but cannot silently expand payment obligations or data permissions. The Service Terms may be updated under the same notice rules as these Terms, and changes that increase Customer’s fees or reduce purchased features apply only at renewal or with Customer’s agreement. If a legal change requires a material amendment during the term and Customer cannot accept it, either party may terminate the affected service before the change applies, with a refund of unused prepaid fees except where prohibited by law.

23General provisions

The parties are independent contractors. The Agreement creates no partnership, employment, fiduciary relationship, or authority to bind the other party. Customer remains the fleet operator and retains control over drivers, dispatch, vehicle maintenance, and fuel purchasing.

Neither party may assign the Agreement without the other’s prior written consent, which may not be unreasonably withheld, except to an affiliate or successor in a merger or sale of substantially all relevant assets if the successor assumes the obligations and the assignment does not materially reduce data protections or service performance. Customer may not transfer access to an unrelated business without appropriate licensing.

Neither party is responsible for delay or failure to perform caused by events outside its reasonable control, but this does not excuse payment for services already delivered. The affected party must notify the other, mitigate the effects, and resume performance when possible. If a material interruption continues for more than 30 days, either party may terminate the affected service; unused prepaid fees for unavailable future service will be refunded. This provision does not remove security, confidentiality, or legally required incident duties.

Customer will not use, export, or allow access to the Services in violation of US export control or economic sanctions laws, including from an embargoed country or by a person on a US government restricted-party list.

If a provision is unenforceable, it will be narrowed only to the extent permitted, and remaining provisions continue. A failure to enforce a right is not a waiver. The Agreement is the complete agreement about its subject and supersedes prior proposals on that subject. Payment, confidentiality, intellectual property, data export and deletion, permitted retention, warranty disclaimer, liability, indemnification, and dispute provisions survive to the extent needed to give them effect. Neither party grants rights to third-party beneficiaries except as expressly agreed. The Agreement and any Order may be signed or accepted electronically and in counterparts, each of which is an original. Section headings are for convenience only.

24Notices and contact information

Legal, cancellation, and privacy notices to FuelRouteX: legal@fuelroutex.com. Support: support@fuelroutex.com or the Help option in the Services. Formal legal process may also be served on FuelRouteX LLC’s registered agent at the address on file with the Illinois Secretary of State. Venue under Section 21: the Circuit Court of Cook County, Illinois, and the United States District Court for the Northern District of Illinois.

Customer’s notices go to the legal or administrative contact in its Order. Routine notices may be sent through the account or email; termination, cancellation, breach, renewal price changes, and material Terms changes must be sent to the designated contact in a retainable written form. Electronic notices take effect when received or when delivery is reasonably evidenced, excluding known delivery failures. Statutory notices and formal service of process must follow applicable law.