Maverik XFleet Business Account Agreement

This MAVERIK XFLEET BUSINESS ACCOUNT AGREEMENT, together with the related credit application, documents and schedules (collectively, the “Agreement”) govern the establishment and use of a business charge card account provided by Maverik, Inc., a Utah corporation(“Maverik”) to the business identified in the credit application approved by Maverik (“Company”). Using the Account, signing the back of the Card, using the Card, or allowing someone else to use the Card means that Company and Card Users accept this Agreement and are responsible for all transactions. The Agreement includes an Arbitration provision. The Maverik XFleet fuel card transactions and ACH payments are processed by Maverik’s service provider, National Payment Card Association, doing business as Zipline (“Zipline”). Capitalized terms have the meanings provided in Schedule A attached to this Agreement and incorporated into this Agreement by reference.

1. Use of Account.

   1.1 The Account may be used to make purchases at any Maverik location. The Account may not be used at any other merchant locations. Company agrees that the Account may only be used for business purposes, and not for any agricultural or personal, family, or household purposes. Company shall adopt and follow internal policies and controls to ensure that the Accounts are used strictly for business purposes. Purchases of lottery tickets or other games of chance, gift cards, prepaid cards or other cash equivalent charges are prohibited.

   1.2 The Company is responsible for (a) securely storing the Cards, Account information, and Card information; (b) assigning Card Users; (c) creating the PIN for each Card; (d) assigning individual limits to Cards; and (e) monitoring the Account and Card transactions for fraud or violations of Company policy.

2. Card Users.

   2.1 Company may assign one of both of the following (a) Fuel Only Cards, which can only purchase fuel at Maverik locations, or (b) Fuel & Merchandise Cards, which can purchase fuel and merchandise in the store. Please issue “Fuel Only” Cards to Company drivers if you would like to limit purchases to only fuel.

   2.2 The Maverik XFleet Card is a limited use Card and can only be used and Maverik locations. Maverik may offer fuel discounts in conjunction with the Card, which are subject to change from time to time with advance notice to Company.

   2.3 Company shall designate Card Users. The Company Owner is authorized to: (a) provide Maverik with the information necessary to establish and maintain Account(s), Cards, and PINs; (b) provide vehicle, driver and other information for Card Users; (c) receive all Account numbers and Cards to distribute to Card Users; (d) receive other reports and Account information; and (e) apply for additional products and/or services. Company may remove any authorized Person or Card User by calling Customer Service at 1-800-211-1242 or through the Mobile App. Maverik is authorized to take instruction from any Card User or authorized Person with apparent authority to act on Company’s behalf. Unless Company reports any errors in Account information or Card transactions, Maverik is entitled to rely on that information for servicing the Account. Company shall ensure that each Card User complies with the terms and conditions of this Agreement. Company is liable for any purchases using the Card(s) even if the Person using the Card (i) has exceeded his/her/their authority; (ii) does not have authority from Company; (iii) has had his/her/their authority changed or revoked; or (iv) is not the same person as the Card User to whom the Card was issued. Company is liable to Maverik for all claims, losses and/or damages arising from use of the Cards by any person who utilizes the Card and PIN, whether or not such action was authorized.

   2.4 Company must notify Maverik if a Card User is no longer authorized to use a Card. A Card User shall be deemed to have authority to use a Card until the Company removes the Card User from the Account via the Mobile App or by calling Customer Service at 1-800-211-1242 and requesting that the Card User be removed from the Account.

   2.5 Company agrees to keep PINs confidential and ensure that its employees or Card Users do not write PINs on their Cards or disclose any Card number and/or PIN to any Person who is not authorized to use the Card. Company is liable for any Unauthorized Use that results if a Card User or other employee discloses a PIN or writes a PIN on a Card, even if the disclosure is inadvertent or unintentional. Company shall not provide actual, implied or apparent authority to any Person to use a Card or the Account except for a Card User.

3. Credit Limit and Authorizations.

   3.1 Maverik will notify Company of the Credit Limit assigned to the Account. Company shall ensure that the balance of the Account does not exceed the assigned Credit Limit. Maverik may change the Credit Limit in its sole discretion without prior notice. Maverik may, but is not required to, permit Company to exceed its Credit Limit. Company must comply with the Credit Limit even if Maverik has previously permitted Company to exceed the Credit Limit. If Company exceeds its Credit Limit, Company shall immediately pay the amount over the Credit Limit.

   3.2 Maverik has sole discretion to determine whether to extend credit to Company. Maverik may suspend an Account or refuse to authorize any Transaction in its sole discretion for any reason, including in the event that: (a) any balance is past due; or (b) the amount of the Transaction plus the outstanding balance (including Transactions authorized but not yet posted) exceeds the Credit Limit.

   3.3 Company authorizes Maverik to obtain a credit report in connection with Company’s request for credit and in connection with any updates, renewals or extensions of any credit. Company further authorizes Maverik to obtain a credit report in connection with the review or collection of any transaction on Company’s Account or for other legitimate purposes related to such transactions. Maverik may report information about the Account to other creditors, other financial institutions and credit bureaus. Late payments, missed payments, returned payments, or other defaults on the Account may be reflected in a credit report.

   3.4 Once a Transaction is authorized, the Transaction cannot be canceled.

   3.5 Maverik does not have to honor, in whole or in part, any transaction that: (a) does not comply with this Agreement; (b) Maverik has reason to believe may not be authorized by Company or any Card User or other Person or Company has authorized to use or access Account(s); (c) Maverik believes would violate any applicable law or guidance of a regulating agency; (d) does not comply with any other requirement of Maverik policies, procedures, or practices; or (e) Maverik has other reasonable cause not to honor.

4. Controls.

   4.1 Maverik strongly suggests that the Company apply Card purchase controls to the Account. The Cards will automatically include Controls to prevent alcohol, tobacco, gift cards, prepaid cards and lottery ticket purchases.

   4.2 Maverik may, in its sole discretion and without prior notice, inactivate certain Cards for the purpose of, among others, the prevention of suspected fraudulent activity. Maverik may apply default Controls on its portfolio of accounts. Maverik will use reasonable efforts to notify Company after any modification to a Control setting is made. Company shall review and manage the account set-up for all Cards based on Company’s specific purchasing needs. Company agrees it is responsible for reviewing transaction reports and billing statements provided by Maverik for the purpose of detecting fraud that may occur within Control parameters.

   4.3 Company agrees to review and modify the Default Control values through the Mobile App. More detailed information and certain limitations regarding Controls is provided in the Mobile App.

   4.4 The Company is responsible for all unauthorized use on the Cards, unless the unauthorized use resulted from the gross negligence or willful misconduct of Maverik. The Company is responsible to monitor their daily transaction reports, daily billing reports and actively look for unauthorized use on their Account. Upon to detection of Unauthorized Use, the Company is responsible to inactivate the card immediately via the Mobile App or by calling Customer Service at 1-800-211-1242.

   4.5 Controls are provided for the convenience of Company in its efforts to manage usage of Cards and the Account. Maverik encourages the Company to set Controls in a manner that the Company determines is most likely to conform usage of Cards and the Account to the purposes determined by Company. However, Maverik is not responsible for the prudence of any particular Control level selected by the Company. Company shall be liable for all Transactions, regardless of Control settings selected by Company or the effectiveness of the Controls.

5. Automatic Clearing House (“ACH”) Authorization and Payments.

   5.1 ACH Authorization. Company understands and agrees that when Company chooses to purchase and pay for goods, services, or other charges with Cards at a point of sale terminal, Company authorizes payment in the Transaction amount to be processed as an electronic funds transfer or draft drawn from Company’s designated deposit account (Company’s “Deposit Account”) at Company’s designated depository institution (Company’s “Depository Bank”) and, if necessary, to have company’s deposit account electronically credited to correct erroneous debits. Company understands that Company’s payment authorization is deemed valid when Card Users use their Cards at a point of sale terminal. Company agrees to comply with the Nacha Operating Rules.

   5.2 Company will pay for Transactions on a daily basis by authorizing ACH payments from Company’s Deposit Account at Depository Bank. Company agrees that any ACH payment may occur on or within as many as five days following the date shown on Company’s Transaction(s) receipt(s). Maverik is not responsible for the actions of Company’s Depository Bank in failing to authorize an ACH payment for any reason or for any fees charged by Company’s Depository Bank in connection with ACH payment. The ACH payment may be reattempted one or more times if the Depository Bank has not sent funds equal to the total previously requested ACH amount.

   5.3 Company will be required to authorize the direct payments through the Mobile App. Maverik will close Company’s Account if Company revokes their ACH Authorization for direct payments.

   5.4 Maverik will apply Company’s payments first to overdue balances from prior billing periods, then to outstanding fees, and then to the transactions in the current billing period.

   5.5 Company agrees to pay the fees set forth in Schedule B, which is attached to this Agreement and incorporated by reference.

6. Reports.

   Maverik provides Transaction data for the Account to the Company. Company is responsible for reconciling that Transaction data to ensure that it is accurate. In addition, Company understands that in the event a billing error is identified in a report, Company must notify Maverik within three business days of the billing error. If Company fails to notify Maverik within three business days the billing will be deemed to be accurate.

7. Unpaid ACH Transactions.

   7.1 Company’s Depository Bank may return as unpaid an ACH transaction attempt if: (a) Company’s Deposit Account does not have sufficient funds (NSF) balance to cover the full amount of the ACH transaction; (b) Company’s Deposit Account is closed; or (c) Company’s Deposit Account is not reachable through normal automatic electronic communication for any other reason. Additionally, if Company receives a credit to Company’s Deposit Account through our financial institution due to a suspected ACH transaction error, and Maverik later determines there was no error, we will deem such ACH as unpaid. In the event an ACH transaction is returned or deemed unpaid, the funds owed to Maverik will become immediately due and payable to Maverik. Company agrees to pay in United States dollars the full amount of the unpaid ACH and any applicable Returned Payment Fees. Company also agrees that Maverik will suspend use of Company’s Account, use or Cards, or activation of any replacement Cards until Maverik receives payment in full of all amounts due and payable to Maverik. If Company has ACH transactions that are returned as unpaid, Maverik will inactivate Company’s Account, the use of Company’s Cards, or the activation of any replacement Cards, even if Company eventually pays the unpaid ACH transaction(s).

   7.2 If any transaction paid by Company or a Card User is returned unpaid, Company authorizes Maverik to make an EFT from, or paper draft to, Company’s Deposit Account to collect a returned item fee(s). CHECKredi may offer additional payment options.

   7.3 CHECKredi is Maverik’s collection agent. As a result, CHECKredi will perform collections of any ACH payments returned for NSF or other reasons. If a payment made by the Company were to be rejected due to non-sufficient funds (NSF), CHECKredi will contact the Company to arrange for payment and collection of the funds. CHECKredi will draft the Company’s bank account for (a) the amount due to Maverik as a result of the NSF or other non-payment and (b) a second draft for the NSF Fee. Please note that the Company’s account will be suspended for use upon the notification of an NSF or other non-payment and will not be reactivated until payment is made in full and cleared, including payment of NSF fees.

8. Disputed Amounts.

   8.1 Company shall use its best efforts to resolve any disputes regarding Transactions directly with Maverik, including any dispute related to the quality of goods or services that are purchased in a Transaction or any warranty received in connection with a Transaction.

9. Unauthorized Use.

   9.1 The Company is responsible for monitoring and reviewing all Transactions and billing statements for Unauthorized Use. If Company or a Card User knows of or suspects the loss or theft of a Card or Account or possible Unauthorized Use, the Company is required to inactivate the Card immediately via the Mobile App, Website or by calling Customer Service at 1-800-211-1242. Company shall adopt and maintain reasonable security precautions and controls to prevent Unauthorized Use. Company will be liable for the Unauthorized Use if Company fails to promptly inactivate a card that is lost, stolen or used by former employees of the Company.

   9.2 Except as provided in Section 9.1, Company will be liable to Maverik for all Unauthorized Use of a Card or Account: (a) that occurs before Company provides Maverik with notice that a Card is lost or stolen or other possible Unauthorized Use of an Account provided in Section 9.1 of this Agreement; or (b) Maverik determines that such Unauthorized Use would have been prevented by Company adopting and following reasonable security precautions and controls surrounding the Cards or Accounts as described in Sections 1, 2, 4, and 9.1 of this Agreement. A failure by a Card User to comply with Company’s internal policy regarding use of an Account or Card does not, by itself, result in Unauthorized Use of an Account or Card. If a Card User provides his/her/their Card to another Person, the Company will be liable for those Transactions until Company reports the Unauthorized Use to Maverik.

   9.3 Company will use reasonable efforts to recover a Card from any Person whose authority to use Company’s Account has terminated or from any unauthorized individual with possession of or access to a Card. Company will give Maverik and any law enforcement authority reasonable assistance with any investigation and prosecution with respect to Unauthorized Use, including without limitation, obtaining an affidavit or similar written, signed statement from the applicable Card User.

10. Maverik Mobile Application.

    10.1 Company will have access to the Mobile App, on which Company can apply for the Account, schedule automatic payments, Conduct Virtual Card Transactions, review Transactions, set up Controls, manage Card Users, cancel Cards, and order Cards.

    10.2 Company must use its digital login ID and password to access the services on the Mobile App. Maverik may act on any instructions it receives under Company’s credentials. Company is bound by those instructions, regardless of whether Company has authorized the instructions. Company must also comply with any other security procedures that Maverik may establish. These additional security procedures may require special hardware, software, or third-party services. They may also include the activation of certain Internet browser software features, plug-ins, or add-ons. Company’s mobile device must be compatible with the computer hardware and software Maverik and its technology providers use in providing the Mobile App.

    10.3 The Mobile App allows Company to log in using biometric authentication technology if its mobile device has the technology enabled. Biometric authentication may include, but is not limited to, fingerprint, facial recognition, or voice. Company may enable or disable the available biometric login features at any time within the mobile settings of our Mobile App or on the mobile device. If Company enables the biometric login feature on the mobile banking application, anyone with a biometric setup on the mobile device will be able to log in to the Mobile App, access account information, conduct Virtual Card Transactions, and manage Card Users. Do not use the biometric login features if the mobile device is shared with others. Maverik does not have access to, collect, or otherwise retain biometric information. Please see the privacy notice for the mobile device to understand how such information collected, disclosed, used, and stored.

    10.4 The Mobile App is generally available 24 hours a day, seven days a week. However, the Mobile App may not be available at certain times because of: (a) system maintenance and downtime; (b) circumstances beyond our control; or (c) other reasons. The Mobile App may not be available in all countries outside the United States. We may temporarily change, suspend, or terminate Company’s access to the Mobile App at any time without notifying you beforehand. Company is responsible for the setup and maintenance of its own mobile devices. The services are available through the Mobile App only when the mobile device is connected to the Internet.

11. Representations by Company.

    Company represents and warrants to Maverik that: (a) this Agreement constitutes the legal, valid, binding, and enforceable agreement of Company; and (b) that Company’s execution and performance of this Agreement (i) does not constitute a breach of any agreement between Company and a Person other than Maverik, or of any duty arising in law or equity, (ii) does not violate any law, rule or regulation applicable to Company, and (iii) if Company is an organization, is within the organizational powers of Company and has been authorized by all necessary organizational action of Company.

12. Other Obligations of Company.

    12.1 Company shall provide information requested by Maverik for purposes of Maverik’s compliance with federal law related to customer identification and verification, including, but not limited to, name, address, date of birth, and other application information to identify the Company and/or Card Users.

    12.2 Maverik may investigate the financial condition of Company and its subsidiaries and affiliates at any time. If requested, Company agrees to furnish Maverik copies of its official and finalized financial statements or other applicable financial information no later than 120 days following the end of each of its fiscal years. The financial statements shall have been prepared, consistently year-over-year and shall be in accordance with the books and records of Company. Any financial information submitted shall be kept confidential by Maverik in accordance with Section 21. Maverik may also request other financial information (at any time), such as interim financial statements, cash flows, business plans and the Company shall in good faith provide accurate records, consistent with the Companies accounting and financial records with 30 days of the request.

    12.3 Company agrees to provide written notice (a) in advance of any change to its legal name or in the ownership of Company, (b) in advance of any change in the organizational structure of Company, including any merger or reorganization, or sale of substantially all of Company’s assets, (c) immediately if Company becomes insolvent or the subject of bankruptcy or insolvency proceedings, or (d) immediately after any appointment of a receiver or trustee for the benefit of creditors of Company.

13. Amendment.

    Company agrees that Maverik may change the Credit Limits, rates, charges, fuel discounts, and other terms of this Agreement, including the Fee Schedule, as well as introduce new terms and fees at any time. Maverik will provide Company with any notice of such change as required by applicable law. Any change in the terms and conditions of the Account may be applied to the outstanding balance on the Account to the extent permitted by applicable law.

14. Term and Termination.

    14.1 This Agreement is effective when a Card is issued to Company or Maverik opens an Account for Company and shall remain in effect until terminated by a Party. Company and Maverik each shall have the right to terminate this Agreement for any reason. Maverik’s right to terminate this Agreement pursuant to this Sectio14.1 are in addition to Maverik’s termination rights under Section 15 if Company is in Default and under Section 14.1 in connection with the termination or modification of products or services.

    14.2 Company shall exercise its termination right under Section 14.1 by providing written notice to Maverik. Maverik shall have a reasonable amount of time to terminate the Account after receiving a notice of termination from Company. Maverik shall provide Company with any notice required by applicable law in connection with the exercise of its termination right under Section14.1.

    14.3 Company shall not use a Card or the Account to make a purchase after termination of this Agreement. Company shall return to Maverik, or provide verification of the destruction of, all Account numbers or Cards. Company may retain a copy of any records or Account information for archival or data retention purposes.

    14.4 The terms and conditions of this Agreement shall continue to apply until all amounts owing with respect to the Account are paid in full and Company has performed all of its obligations under this Agreement. As a result, after termination, Company remains obligated to pay for all amounts owing on an Account and charged under this Agreement after termination. Section 20 (Arbitration), Section 21 (Confidentiality) and Section 22 (Program Information) shall survive indefinitely.

    14.5 Maverik may, for any reason, elect to terminate or modify any product or service described in this Agreement, or provided in connection with the Account in which Company or a Card User has enrolled, upon such notice (if any) as may be required by applicable law.

15. Default by Company.

    15.1 Company will be in “Default” under this Agreement if: (a) Company fails to perform any obligation under this Agreement; (b) a representation or warranty by Company in connection with this Agreement was incorrect or misleading when made; (c) any petition in bankruptcy, insolvency, receivership, or reorganization or proceeding pursuant to any other debtor relief law is filed by or against Company; (d) any order is entered appointing a receiver, custodian, trustee, liquidator, or any other Person with similar authority over the assets of Company; (e) there is an insolvency, dissolution, reorganization, or assignment for the benefit of creditors with respect to Company, or any other material adverse change in the financial condition of Company; (f) any adverse judgment, order or award is entered against Company that has a material adverse impact on the financial condition of Company or a detrimental effect on the ability of Company to perform its obligations under this Agreement; (g) Company is in default under any other agreement between Company and Maverik or its affiliates; or (h) any event described in Section 15.1**(a)** through (g) occurs with respect to any Guarantor or any Guarantor repudiates or otherwise defaults in its obligations under a guaranty.

    15.2 If Company is in Default: (a) Company will not have any further right to use the Account under this Agreement; (b) Maverik may terminate this Agreement; and (c) Maverik will have the right to bring suit and exercise all rights and remedies available under applicable law. In addition, if Company is in Default, Maverik may, in its sole discretion, suspend all services and obligations and change the payment terms. A suspension of services or obligations will not be deemed a waiver of any right to terminate this Agreement, whether as a result of the Default to which such suspension of services or obligations relates or otherwise. Company agrees to pay any and all costs (including reasonable attorneys’ fees) incurred by Maverik in enforcing Company’s obligations under this Agreement.

16. Limitations on Liability.

    16.1 Without limitation, Maverik will not be liable to Company for any loss, claim, injury, or damage in connection with: (a) these Terms and Conditions, (b) Company’s use of or inability to use the Account or Card, (c) Maverik’s processing of any Transaction or ACH payment, (d) any loss or damage incurred by Company as a result of an unauthorized Person gaining access to any email sent by Company containing confidential personal or financial information, (e) any unauthorized interception of the electronic communications, (f) any computer virus or malware, or (g) the actions or inactions of the Zipline or other third parties. This limitation on Maverik’s liability applies, even if Maverik is aware of the possibility that any events described Section 16.1 in (a) through (g) could occur.

    16.2 In no event will Maverik be liable to Company for any incidental, consequential, special, indirect, or punitive damages. This limitation of liability applies, whether Company bases an action against Maverik on the contract, a warranty, a tort (such as claim of negligence, recklessness, or intentional act), or any other theory. This limitation of liability applies even if Maverik knew about the possibility of such damages. Therefore, by way of example, Maverik will not be liable to Company for lost data, lost profits or goodwill, investment losses, finance charges, lost opportunities, cost of obtaining substitute services, or other economic damages. The laws of some states may prohibit the limitation of liability for consequential damages, or incidental damages, or other kinds of damages. In those states, to the extent their laws apply, the limitation of liability with respect to such damages may not apply to Company.

    16.3 Maverik shall not be liable for any loss sustained by Company or any other Person resulting from any act or omission by Maverik or any other Person, whether with respect to the exercise or enforcement of its rights or remedies under this Agreement or otherwise, unless the loss is solely caused by Maverik’s gross negligence or willful misconduct. Maverik’s liability shall be limited to actual direct damages incurred by Company as a result of Maverik’s gross negligence or willful misconduct. Maverik’s liability for actual damages shall not exceed the sum of: (a) all fees paid by Company to Maverik under this Agreement in the 12 month period prior to the date when any claim is made against Maverik; plus (b) all other revenue earned by Maverik for all of Company’s Transactions made in the 12 months prior to the date of any claim made against Maverik. Maverik makes no warranty with respect to goods, products, merchantability, or services purchased with a Card or the Account, or through Maverik.

    16.4 Maverik is not liable to Company for any loss, liability or damages that Company suffers as a result of, related to, or in any way are connected with any fraud control or purchase restriction measures Maverik elects to implement from time to time, unless such loss, liability or damage is a direct result of Maverik’s gross negligence or willful misconduct.

17. Indemnity.

    Company shall indemnify and hold Maverik harmless from and against any loss, liability, expense or damage, including without limitation attorneys’ fees and expenses of litigation, resulting from any claim of any third party relating to (a) any Transaction initiated; (b) any authorized ACH payments; (c) Company’s breach of this Agreement; and (d) Client’s breach of any applicable law.

18. Waivers.

    18.1 The Parties agree voluntarily, intentionally and irrevocably to waive all right to trial by jury in any proceeding instituted in any court, arising out of this Agreement.

    18.2 Company waives personal service of process in connection with any action or proceeding commenced by Maverik in connection with this Agreement, and agrees that service may be made by certified mail to the last known address in Maverik’s records.

19. Notice and Cure.

    In this Section, the term “Claim” has the meaning defined in the Section called “Arbitration” below. The term “Claim Notice” means written notice of a Claim. Prior to initiating a lawsuit or an arbitration proceeding under the “Arbitration” Section below, Company or Maverik, as applicable, shall send the other party a Claim Notice and a reasonable opportunity, not less than 30 days, to resolve the Claim. Any Claim Notice to Company shall be sent in writing by mail to the address Company provided in connection with the Account (or any updated address you subsequently provide). Any Claim Notice to Maverik shall be sent by certified mail to Maverik, Inc., Attn: Legal Department, 185 S. State St., Suite 800, Salt Lake City, UT 84111 (or any updated address we subsequently provide). Any Claim Notice Company sends must include Company’s name, address, and information sufficient to identify the Account and explain the nature of the Claim and the relief demanded. The Party giving a Claim Notice must reasonably cooperate in providing any information about the Claim that the other Party reasonably requests.

20. ARBITRATION.

    If you encounter an issue with a product or service, please contact us immediately and in most cases, we will be able to quickly resolve the issue. If we are unable to resolve the issue, any Claim Company may have relating to its Account will be resolved using the procedures described in the “Notice and Cure” Section 19 and the “Arbitration” Section 20.

    If Company does not want this Arbitration provision to apply, you have the right to reject (not be bound by) this Arbitration provision as described in “Right to Reject” Section below. If Company does not reject and a Claim (as defined below) is arbitrated, neither Company nor Maverik will have the right to: (a) have a court or a jury decide the Claim; (b) engage in information-gathering (discovery) to the same extent as in court; (c) participate in a class action, private attorney general action or other representative action in court or in arbitration; or (d) unless all parties otherwise agree in writing, join or consolidate a Claim with claims of any other person or entity.

    20.1 This Section 20 provides that disputes may be resolved by binding arbitration. Arbitration replaces the right to go to court, have a jury trial or initiate or participate in a class action. In arbitration, disputes are resolved by an arbitrator, not a judge or jury. Arbitration procedures are simpler and more limited than in court. This Arbitration provision is governed by the Federal Arbitration Act (“FAA”), and shall be interpreted in the broadest way the law will allow.

    20.2 Covered Claims. (a) Company or Maverik may arbitrate any claim, dispute or controversy between Company and Maverik arising out of or related to this Account, any previous related Account, the relationship between Company and Maverik, or any other product or service provided by or through Maverik (called “Claims”). In this Arbitration provision, the term “Maverik” includes any of Maverik’s affiliates that provide or are involved in providing any products or services to Company and the term “Company” includes any Guarantor. Claims include disputes relating to incentives or benefits relating to the Account. A Person who asserts a Claim, or against whom a Claim may be asserted, that is subject to this Arbitration provision may be referred to as a “Covered Person.” (b) If arbitration is chosen by a Covered Person, then no Covered Person will have the right to litigate that Claim in court or have a jury trial on that Claim. (c) Except as stated below, all Claims are subject to arbitration, no matter the legal theory on which they are based on or the remedy (damages, or injunctive or declaratory relief) they seek, including Claims based on contract, tort (including intentional tort), fraud, agency, any Person’s negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; Claims made regarding past, present or future conduct; and Claims made independently or with other Claims. This also includes Claims made by or against any Person connected with Company or Maverik, or by a Person making a Claim through Company or Maverik, such as a Card User, employee, agent, representative or an affiliated/parent/subsidiary company.

    20.3 Arbitration Limits. (a) Individual Claims filed in a small claims court are not subject to arbitration, as long as the matter stays in small claims court. (b) Claims brought as part of a class action, private attorney general or other representative action can be arbitrated only on an individual basis. The arbitrator has no authority to arbitrate any claim on a class or representative basis and may award relief only on an individual basis. If arbitration is chosen by any Covered Person, the Covered Person asserting the Claim may not pursue the Claim as part of a class action or other representative action. Claims of two or more Persons may not be combined in the same arbitration. However, applicants, Card Users on a single Account and/or related Accounts or corporate affiliates are considered as one Person for these purposes.

    20.4 How Arbitration Works. The Covered Person who commences the arbitration may select either of the following arbitration organizations to administer the arbitration under their rules that apply to consumer disputes: the American Arbitration Association (“AAA”), 120 Broadway, Floor 21, New York, NY 10271, www.adr.org; or National Arbitration and Mediation (“NAM”), 122 East 42nd Street, Suite 803, New York, NY 10168, www.namadr.com. The administrator chosen will apply its rules applicable to consumer disputes that are in effect at the time arbitration is elected including, if applicable, AAA’s Supplementary Rules for Multiple Case Filings or NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures. Company may obtain a copy of the administrators’ rules by visiting their websites. The parties may also mutually agree to select an arbitrator who is an attorney, retired judge or arbitrator registered and in good standing with a bona fide arbitration association and arbitrate pursuant to the arbitrator’s rules. If AAA and NAM cannot or will not serve, and the parties are unable to select an arbitrator by mutual consent, a court with jurisdiction will select the administrator or arbitrator, who must agree to abide by all of the terms of this Arbitration provision (including, without limitation, the Class Action Waiver). Any arbitrator must be a practicing attorney with ten or more years of experience practicing law or a retired judge. If a Party files a lawsuit in court asserting Claim(s) that are subject to arbitration and the other Party files a motion to compel arbitration with the court which is granted, it will be the responsibility of the Party prosecuting the Claim(s) to select an arbitration administrator in accordance with this paragraph and commence the arbitration proceeding in accordance with the administrator’s rules and procedures.

    20.5 Jury Trial Waiver. If Company or Maverik elects to arbitrate a claim, Company and Maverik will not have the right to pursue that claim in court or have a jury decide the claim.

    20.6 Class Action Waiver. Any arbitration must be on an individual basis only. This means that if Company or Maverik elect to arbitrate a claim, neither Company nor Maverik will have the right to: (1) participate in a class action or other representative action in court or in arbitration, either as a class representative, class member or otherwise; or (2) act as a private attorney general in court or in arbitration. Also, absent the written consent of all parties, neither Company nor Maverik will have the right to join or consolidate a claim with claims of any other person or entity. An arbitration award shall determine the rights and obligations of the named parties only, and only with respect to the Claim(s) in arbitration. No arbitration administrator or Arbitrator shall have the power or authority to waive or modify this section, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable.

    20.7 Paying for Arbitration. Arbitration fees will be allocated according to the applicable AAA or NAM Rules. All Persons are responsible for their own attorney’s fees, expert fees and any other expenses, unless the arbitrator awards such fees or expenses to a Person based on applicable law.

    20.8 Location and Costs of Arbitration. Any in person arbitration hearing must take place at a location reasonably convenient to the parties or as otherwise agreed to by the parties or ordered by the arbitrator. Each administrator charges filing and administrative fees and the arbitrator also charges fees. The parties shall pay said fees in accordance with the administrator’s rules. The parties shall also bear the fees and expenses of their own attorneys, experts and witnesses unless otherwise required by applicable law, this Agreement or the administrator’s rules. If the arbitrator determines that any Party’s claim or defense is frivolous or wrongfully intended to oppress or harass the other Party, the arbitrator may award sanctions in the form of fees and expenses reasonably incurred by the other Party if such sanctions could be imposed under Rule 11 of the Federal Rules of Civil Procedure.

    20.9 Law Applied by the Arbitrator. This Arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “FAA”), and not by any state arbitration law. The arbitrator must apply applicable substantive law consistent with the FAA and applicable statutes of limitations and claims of privilege recognized at law. The arbitrator is authorized to award all remedies permitted by the substantive law that would apply in an individual court action, including, without limitation, punitive damages (which shall be governed by the Constitutional standards employed by the courts) and injunctive, equitable and declaratory relief (but only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual Claim). Any finding, award or judgment from an arbitration of any Claim shall apply only to that arbitration. No finding, award or judgment from any other arbitration shall impact the arbitration of any Claim.

    20.10 The Final Award. (a) Any award by an arbitrator is final unless a Covered Person appeals it in writing to the arbitrator within 30 days of notice of the award. The arbitration appeal shall be determined by a panel of three (3) arbitrators. The panel will consider all facts and legal issues anew based on the same evidence presented in the prior arbitration, and will make decisions based on a majority vote. Arbitration fees for the arbitration appeal shall be allocated according to the applicable AAA Rules. An award by a panel on appeal is final. A final award is subject to judicial review as provided by applicable law. (b) A final award may be entered in any court of appropriate jurisdiction.

    20.11 Right to Reject. If Company does not want this Arbitration provision to apply, Company may reject it by mailing Maverik a written opt-out notice which specifies Company’s name and address, identifies the applicable Account number(s) and includes a signed statement that you opt out of the Arbitration provision. The opt-out notice must be signed by Company and sent to Maverik by certified mail (not electronically) at Maverik, Inc., Attention Legal Department, 185 S. State St., Suite 800, Salt Lake City, UT 84111. Company should retain a copy of its opt-out notice and evidence of mailing.

    Any opt-out notice is effective only if it complies with the preceding requirements and is postmarked within 20 days after the Account is opened.

    This is the only way Company can opt out of the Arbitration Provision. The decision to opt out will not have any other effect on this Agreement or the Account. If Company does not reject this Arbitration provision, it will be effective as of the date you first opened the Account. Company’s decision to opt out of the Arbitration provision applies only to this Account.

    20.12 Severability. If any part of this arbitration provision is deemed invalid or unenforceable, the other terms shall remain in force, except that there can be no arbitration of a class or representative Claim. This arbitration provision may not be amended, severed or waived, except as provided in this Agreement or in a written agreement between Company and Maverik.

21. Confidentiality.

    All information furnished by either Party or by any affiliate of Maverik in connection with this Agreement will be kept confidential (and will be used by the other Party only in connection with this Agreement), except to the extent that the information: (a) is already lawfully known when received; (b) becomes lawfully obtainable from other sources; (c) is required to be disclosed in any document filed with the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, or any other agency of any government; (d) is disclosed by Maverik to its financial services regulators; (e) is used or disclosed as provided in this Agreement or with the consent of the Person whose information is being used or disclosed; or (f) is required by law to be disclosed, provided that notice of the disclosure has been given (when legally permissible) by the Party proposing to make such disclosure, which notice, when practicable, shall be given sufficiently in advance of the proposed disclosure to permit the other Party to take legal action to prevent the disclosure. Nothing in this section or this Agreement prohibits Maverik from providing any information to its affiliates or third-party servicers related to the operation and maintenance of the business of Maverik and its affiliates, and Company expressly agrees to these disclosures and use of information, provided that such affiliates and third-party servicers agree to maintain the information confidentially and not disclose it to any other parties without Maverik’s authorization.

22. Program Information.

    Maverik, its affiliates and ZipLine may use and disclose information obtained by Maverik in operating its card programs, including Transaction information and/or identifiable information of the Company (collectively, “Program Information”) for the purpose of operating Maverik’s and its affiliates’ business, delivering, improving, and customizing their respective services, sending communications related to their respective business, and for other legitimate purposes permitted by applicable law. Without limiting the foregoing, Maverik may provide Program Information to its affiliates and third parties which provide goods or services to commercial enterprises and Company understands that Maverik, its affiliates, and third parties may contact Company to offer additional products or services including, for example, discount networks for certain non-fuel merchant purchases and telematics products designed to assist customers with vehicle tracking and management. If Company chooses to enroll in any such product or service offered by Maverik, its affiliates or a third party, Company may be required to complete additional enrollment forms or agreements, and/or agree to additional terms and conditions (which may include fees for use) with respect to such products or services. For more information on Maverik’s privacy policy, please visit the website at: https://www.maverik.com/contact/privacy-notice. Maverik and its affiliates may use and disclose Program Information that is not identifiable to Company in industry analytics and other data services or products provided to third parties. Program Information shall be subject to this Section 22 (Program Information) and not Section 21 (Confidentiality).

23. Assignment.

    Company may not assign this Agreement or any interest, rights or obligations under this Agreement, without Maverik’s prior written consent. Maverik may, in its sole discretion, assign this Agreement and any of its obligations, transfer any right, or delegate any duty of performance under this Agreement without further notice. The Person to whom Maverik makes any assignment is entitled to all of Maverik’s rights under this Agreement, to the extent that those rights were assigned.

24. Miscellaneous.

    24.1 Maverik may monitor telephone communications between its employees and its customers for service quality purposes. Company consents to such monitoring and recording of telephone communications and agrees to notify employees who may be in telephone contact with Maverik’s representatives that periodic monitoring of conversations will occur.

    24.2 Maverik’s compliance with this Agreement shall be excused to the extent that any failure or delay in performance by Maverik is attributable, in whole or in part, to causes or circumstances beyond Maverik’s reasonable control including, but not limited to, acts of God; civil disturbance; war; acts of government; natural disasters; labor disputes and computer or telecommunication failures.

    24.3 This Agreement and any and all claims relating to or arising out of this Agreement, whether sounding in contract, tort, or otherwise, in each case, shall be governed by federal law and, to the extent that state law applies, the laws of the State of Utah. This Arbitration provision is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “FAA”), and not by any state arbitration law.

    24.4 If either Party is notified by a state or federal regulatory body that any aspect of the services provided by Maverik or this Agreement does not comply with any applicable law, regulation, rule, policy, or order, then the affected Party shall give the other Party prompt written notice of the non-compliance. Following notice, the affected obligations will be suspended and the failure to perform those obligations will not be deemed a breach of or default under this Agreement so long as the affected Party is unable to perform due to the notice given by the state or federal regulatory body.

    24.5 Nothing contained in this Agreement, or the performance by a Party of its obligations under this Agreement, shall result in the Parties having a partnership, co-venture or agency relationship, except to the extent that a Party is expressly designated to act as an agent of the other Party, or render a Party responsible for the debts, liabilities or obligations of the other Party.

    24.6 No delay or omission by Maverik to exercise any right under the Agreement shall impair such right or be construed to be a waiver of any default. The authorization of Transactions shall not constitute any waiver, including of Maverik’s rights with respect to such Transaction. Any single or partial exercise of any such right by Maverik shall not preclude other or further exercise thereof or the exercise of any other right. No waiver, amendment, or other variation of the terms, conditions, or provisions of the Agreement shall be binding on Maverik unless in writing, and then only to the extent set forth in such writing.

    24.7 No Person other than a Party to this Agreement shall have any right to enforce the terms and conditions of this Agreement. No Person, including a Card User, will be a third party beneficiary of this Agreement.

    24.8 Except as otherwise provided in this Agreement, all notices will be in writing and deemed effective when personally delivered or mailed, first class postage prepaid to the appropriate Party at the address set forth in the application or at such other address as the Parties may indicate from time to time. In addition to the notice methods provided above, the Parties agree that a communication: (a) by facsimile to a number identified by the recipient as appropriate for communication under this Agreement; or (b) by email to or from an address normally used by a Card User for business communications, shall be considered to be a “writing” and to be “signed” by the Party transmitting it for all purposes. The Parties agree to waive any claim that a transmission does not satisfy any writing or signature requirements under applicable law. The Parties agree that a photocopy or printed copy of a facsimile or email constitutes the “best evidence” and an “original” of such a writing.

    24.9 If any portion of this Agreement is held to be invalid, the remaining portions shall remain in full force and effect and shall continue to be binding upon the parties (except as specifically provided in Section 20 (Arbitration)).

    24.10 This Agreement, any notices in connection with this Agreement, and any guaranty of Company’s obligations under this Agreement constitutes the entire agreement among the Parties and supersedes all prior agreements, understandings, and arrangements, oral or written, among the Parties with respect to the subject matter hereof.

Schedule A: Definitions

The following terms used in the Agreement have the definitions set forth below in this Schedule A.

“Account” means the charge card account provided to Company by Maverik, which may be accessed by a Card or an account number.

“Business Day” means any day other than a Saturday, Sunday, or other day on which banking institutions in Utah are generally authorized or required by law or executive order to close.

“Card” means a plastic card or Virtual Card provided by Maverik that may be used to access an Account.

“Card User” means Company or any other Person that Company has notified Maverik is authorized to use the Account in accordance with the requirements and procedures established by Maverik from time to time or a Person to whom the Card User provides the Card for use.

“Controls” are a set of authorization tools designed to assist Company with managing Transactions.

“Due Date” means the date the repayment of the balance of the Account is due as provided on a billing statement.

“Fee Schedule” means the List of Fees included as Schedule B.

“Guarantor” means any Person who guarantees the obligations of Company under this Agreement.

“Mobile App” means the mobile account services that Maverik provides to Company on the Maverik mobile application.

“Party” means Maverik or Company and “Parties” means Maverik and Company.

“Person” means an individual, corporation, partnership, limited liability company, trust or other organization.

“PIN” means the personal identification number associated with a Card User or Card.

“Transaction” means the use of a Card or Account to buy goods or services at a merchant that accepts the Card or Account.

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

“Credit Limit” is the amount of maximum credit allowed for Company’s Account as established by Maverik from time to time.

“Virtual Card” means the card number held and used with the Mobile App.

Schedule B: Fee Schedule

This Schedule B shows the fees that Maverik charges for the Account and is part of the Maverik XFleet Business Account Agreement. Where a different fee is listed based on a state, the fee will apply to Company if Company is headquartered in that state. Maverik may change, increase, or add to the fees shown in this schedule and will notify Company as required in the Agreement. Additional fees may apply. Pricing for additional products and services is available upon request or reflected on the enrollment forms or in the terms of use that Company must agree to prior to receiving the products and services.