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2.4.1. Personal information provided toor collected by PFJ as part of PFJ’s provision of theAccount to Customer is subject to PFJ’s PrivacyNotice, which is publicly available for individuals toview at https://www.pilotflyingj.com/privacypolicy/.2.5. Customer agrees that PFJ is a critical vendorand that the supply of fuel pursuant to thisAgreement is critical to Customer’s day-to-dayoperations. PFJ’s critical vendor status shallsurvive the termination of this Agreement as itpertains to fuel sold to Customer pursuant to thisAgreement or otherwise.2.6. CUSTOMER, SIGNER, AND PFJ HEREBYACKNOWLEDGE THAT THIS AGREEMENT IS ABILLING AGREEMENT FOR FUEL PURCHASES ANDTHOSE OTHER SPECIFIC GOODS AND SERVICESTHAT PFJ HAS AGREED TO PROVIDE TOCUSTOMER UNDER THIS BILLING AGREEMENT.CUSTOMER ACKNOWLEDGES THAT NOT ALLGOODS OR SERVICES THAT MAY BE PROVIDED TOCUSTOMER AT THE LOCATIONS AND OUT-OFNETWORK LOCATIONS (as defined in Addendum)ARE GOVERNED BY THIS AGREEMENT.2.7. Any purchases on Customer’s Account willonly be for the purchase of products and servicesfor business or commercial purposes and not forpersonal, family or household purposes. Customershall adopt internal policies and controls to ensurethat the Account is used strictly for business orcommercial purposes. Purchases of lottery ticketsor other games of chance, alcohol, gift cards, prepaid cards or other cash equivalent charges, or anyother non-business purpose are prohibited.2.8. Customer may use its Account to purchasedyed special fuel. Customer acknowledges that alldyed special fuel purchases will be used exclusivelyfor off-road purposes and according to allapplicable laws governing its use. Customerunderstands that it may be subject to fines orother legal action by governmental authorities formisuse or mishandling of dyed special fuel. PFJ isnot liable in any way for any misuse or mishandlingby Customer of any dyed special fuel. Uponrequest from applicable governmental authorities,PFJ may provide information regarding Customer’sdyed special fuel purchases without priorauthorization from Customer. Customer andSigner agree to indemnify and hold PFJ harmlessfor any and all fines, fees, penalties or damagesPFJ may suffer due to Customer’s misuse of dyedspecial fuel purchases.2.9 Customer and Signer acknowledge that thisAgreement shall not be binding on PFJ until PFJhas confirmed credit terms (method of payment,invoicing frequency, and payment due dates) inwriting in a “Welcome Letter” to Customer. SuchWelcome Letter, and any modification oramendment thereto, is incorporated by referenceas if set forth verbatim herein. PFJ has the right torevise the credit terms set forth in the WelcomeLetter upon providing a new Welcome Letter toCustomer in writing, which may be done at anytime in PFJ’s sole discretion. The new WelcomeLetter shall replace any previous Welcome LetterVersion 12.1.2021and shall be effective within twenty-four (24)hours after PFJ sends the new Welcome Letter toCustomer. Notwithstanding the foregoing, pleasenote that Customer’s Account may be shut off,effective immediately, in PFJ’s sole discretion, fornonpayment. Upon payment, Customer’s Accountwill be reactivated upon the same terms as setforth in the most recent Welcome Letter.3.Controls; NoticeUnauthorized Use.ofLoss,Theft,or3.1. Customer and Signer are responsible for alltransactions made by Customer’s current ries, or subcontractors who runTransactions or use Customer’s Account number.It is Customer’s responsibility to monitor allAccount activity.3.2. PFJ offers a number of security features onyour Axle Fuel Card including, but not limited to,secure prompts, product restrictions, daily limits,and Location restrictions. You should enable allavailable card and Account security featuresprovided by PFJ thru the Customer Portal. Shouldyou fail to enable the available card or Accountsecurity features and your card(s) or Accountinformation is compromised during anytransaction with PFJ, or in any transaction with athird party, and/or used by an unauthorized thirdparty in a transaction with PFJ on your Account,you will assume all responsibility for any and allpurchases made.3.3 In the event that Customer knows of orsuspects the loss, theft or possible unauthorizeduse of its Account, Customer should immediatelynotify PFJ (865-588-7487). Until notified, PFJ willassume any and all Account usage is authorized byCustomer, and Customer and Signer will be liablefor any and all charges.3.4 Excluding instances of gross negligence orwillful misconduct by PFJ, Customer and Signershall assume all responsibility and be liable to PFJfor all unauthorized use or UnauthorizedTransactions that occur including, but not limitedto, the following: (i) all charges made on a lost,stolen, or otherwise compromised Card untilimmediate notice is given to PFJ as provided inSection 3.3 of this Agreement; (ii) such use orsuspected use occurs as a result of the Customer’slack of reasonable security precautions andControls surrounding the Cards or Accounts asmore fully described in this Agreement; or (iii) suchuse results in a benefit, directly or indirectly, to theCustomer or Account User. Misuse as defined byinternal Customer policy by an Account User orother employee does not constitute unauthorizeduse or an Unauthorized Transaction.4. Additional Fees.4.1. Customer and Signer understand and agreethat if an Account User receives a cash advance inconnection with a transaction on the Account, PFJmay charge Customer and Signer an additionalprocessing fee per cash advance transaction.4.2. Customer and Signer agree PFJ may chargeCustomer and Signer an additional processing feeper Cat Scale transaction.4.3. Should any transfer, check, or other paymentfrom Customer or Signer be returned to PFJ,Customer and Signer agree that it will be chargeda 50.00 processing fee for each paymentreturned to PFJ for insufficient funds or for anyother reason which would cause the funds to beunavailable to PFJ.4.4. PFJ may charge a 5.00 fee per request toreplace lost or missing receipts.5. Payment Promise.5.1. Customer and Signer agree to be liable to therespective invoicing party for the payment of theinvoices pursuant to this Agreement. Payment isdue in full within the pay period set forth withinthe Welcome Letter (“Payment Period”) and asstated on your invoice. Payment shall be made inthe currency requested on the invoice (US Dollarsfor Pilot and Canadian Dollars for SFJ).2 If thepayment due date falls on a non-Business Day,payment is due on the Business Day after thepayment due date. Accounts not paid in full byagreed to terms (including late charges) willautomatically be suspended and placed on holduntil the outstanding balance is paid in full. PFJshall also reserve the right to immediatelyterminate this Agreement if payment is not madewithin the Payment Period. Reactivation of yourAccount will be at PFJ’s sole discretion. PFJreserves the right to request additional security orto alter the terms of this Agreement if yourAccount has any delinquencies.5.2. In the event of delinquent payments in apayment period, Customer and Signer will forfeitany discounts or rebates in the Active Deal Reportand Welcome Letter that PFJ had agreed to giveCustomer for any purchase made by Customerduring the applicable payment period(s) and for allpurchases made by Customer after PFJ’s notice oftermination of this Agreement (i.e., Customer andSigner will pay full retail prices and any applicabletransaction fees on purchases made during theperiod of non-payment and after suchtermination.)2Currency Exchange. Customer and Signer agree that allindebtedness incurred through use of the Axle Fuel Cardservices in the United States or Canada to purchase goodsor services or to otherwise obtain funds in a currencyother than the currency in which your card is issued will beconverted to the currency in which your card is issued.The currency conversion rate used by PFJ to determine thetransaction amount is generally the daily noon exchangerate for conversion of Canadian dollars to U.S. dollars, orU.S. dollars to Canadian dollars, as applicable, as postedby the Bank of Canada each business day, plus twocurrency basis points. PFJ may use either a governmentmandated rate or a wholesale rate determined by PFJ forthe processing cycle in which the transaction is processed.The currency conversion rate PFJ uses on the processingdate may differ from the rate that would have been usedon the purchase date or Customer’s statement postingdate.

6. Late Fees. If Customer’s or Signer’s timelypayment is not received within the PaymentPeriod, Customer’s Account shall be considereddelinquent and the Account will be subject to latecharges at the rate of twenty percent (20%) perannum or the highest rate allowed underapplicable law, whichever is lower, retroactive todate of the unpaid invoice or invoices, or anyportions thereof remaining unpaid. PFJ will beginto assess late fees on the first day following thedate a payment is due and is not posted to theAccount by the end of the Business Day. The latefee will apply to all past due amounts.7. Application of Payments and Early Payments.Payments will be applied first to unpaid fees andthen to any unpaid balances. In addition to anyother rights now or hereafter granted underapplicable law, PFJ may, without notice, set offand apply any and all monies, and any and allother indebtedness at any time held by PFJ to orfor Customer’s credit or Account, against or onaccount of any indebtedness owed by Customer orSigner to PFJ or any of Customer’s or Signer’sother obligations and liability to PFJ, howsoeverarising. Customer, Signer, or an Account User, asapplicable, may pay their Account balance or aportion of it, at any time prior to its due datewithout penalty.8. Disputed Amounts. If Customer believes aninvoice contains information that is incorrect, itmust bring the discrepancy to PFJ’s attention inwriting within the Payment Period or timely paythe invoice in full. If Customer does bring adiscrepancy to PFJ’s attention in writing within thePayment Period, Customer must pay PFJ theundisputed portion of the invoice within thePayment Period. All discrepancies or disputes ofcharges must be sent in writing to PFJ within sixty(60) days from the billing date or they will beconsidered final and binding and unconditionallywaived by Customer and Signer. The disputeshould detail Customer’s name and Accountnumber, the specific transactions and total dollaramount of the dispute, as well as a description orpossible explanation of the error.9. Default.9.1. A party to this Agreement may terminate thisAgreement at any time upon the default of theother party. “Default” means: (i) the failure of theCustomer or Signer to remit payment to PFJ inaccordance with the terms of this Agreement; (ii)the breach by either party of this Agreement,other than an event of nonpayment by Customeror Signer, provided the breach is not remediedwithin 15 days of the defaulting party's receipt ofwritten notice from the other party specifying thebreach; (iii) the representation or warranty byeither party of any facts in connection with thisAgreement that prove to have been materiallyincorrect or misleading when the representationor warranty was made; (iv) the filing by or againsteither party of any petition in bankruptcy,insolvency, receivership, or reorganization orpursuant to any other debtor relief law or theentry of any order appointing a receiver,custodian, trustee, liquidator, or any other personVersion 12.1.2021with similar authority over the assets of ation, assignment for the benefit ofcreditors or any other material adverse change inthe financial condition of either party; (vii) theentry of any adverse judgment, order or awardagainst either party that has a material adverseimpact on the financial condition of either party ora detrimental effect on the ability of either partyto perform its obligations; or (vi) the default byCustomer or Signer under any other agreementbetween Customer and PFJ and/or Signer and PFJ.9.2. If Customer or Signer Defaults: (i) they will nothave any further right to borrow under thisAgreement; (ii) all outstanding amounts under theAccount are immediately due and payable; (iii) PFJmay terminate this Agreement; and (iv) PFJ willhave the right to bring suit and exercise all rightsand remedies available under applicable law whichmay include the payment of all reasonable costs ofcollection, including without limitation expensesand attorneys’ fees. PFJ may, in its sole discretion:(i) immediately suspend all services andobligations; (ii) shorten the billing cycle; or (iii)change the payment terms with or without noticeto Customer or Signer. The suspension of servicesand/or obligations will not be deemed a waiver ofany right to terminate this Agreement, whether asa result of the Default to which such suspension ofservices or obligations relates or otherwise.9.3. THE SIGNER AGREES THAT HE/SHE HAS THEAUTHORITY AND HAS COMPLETED THEAPPLICATION (1) IN HIS/HER INDIVIDUALCAPACITY, (2) AS A REPRESENTATIVE OF THECUSTOMER, AND (3) AS A REPRESENTATIVE OFTHE ENTITY IDENTIFIED ON THE AXLE FUEL CARD(OR FLEET CARD) OR WHOE BENEFIT THE AXLEFUEL CARD (OR FLEET CARD) IS BEING PURCHASED(IF THE ENTITY IDENTIFIED ON THE AXLE FUELCARD (OR FLEET CARD) IS NOT THE SAME AS THECUSTOMER OR THE SIGNER).BY HIS/HEREXECUTION OF THE APPLICATION, THE SIGNERPERSONALLY AND INDIVIDUALLY UNDERTAKESAND ASSUMES, JOINTLY AND SEVERALLY WITHTHE CUSTOMER, THE FULL PERFORMANCE OFTHIS AGREEMENT, INCLUDING PAYMENT OFAMOUNTS DUE HEREUNDER. SIGNER HEREBYWAIVES THE RIGHT TO SEPARATE NOTICE ANDAGREES THAT ANY NOTICE TO CUSTOMERCONSTITUTES NOTICE TO SIGNER.10. Term and Termination.10.1. This Agreement is effective upon acceptanceof the application for an Account by PFJ and maybe terminated by either party, with or withoutcause, upon thirty (30) days advance writtennotice. Upon termination Customer and Signer arestill obligated to pay for all Transactions madeprior to the effective date of the termination.Customer may retain a copy of any records orAccount information for archival or data retentionpurposes.10.2. Notwithstanding the other provisions herein,PFJ may, at any time, elect to immediatelyterminate or modify products or services describedin this Agreement.11. Force Majeure.11.1. In no event shall either party be liable to theother party (except for payment of money onoutstanding amounts on the Account) for anyfailure or delay in performance wholly or in partdue to causes or circumstances beyond itsreasonable control and without its fault ornegligence including, but not limited to thefollowing: Acts of God; acts of the public enemy;civil disturbance; war; acts of the United States ofAmerica or any state, territory or political divisionof the United States of America; fires; floods;natural disasters; pandemic or epidemic events,regional, statewide, or nationwide strikes, or anyother general labor dispute not specific to thatparty; communication line failures; and/or freightembargoes (collectively “force majeure”). A party’sfailure to perform its obligations under thisAgreement due to force majeure events will notbe considered breach or Default if the party hasmade its best efforts to: (i) comply with itsobligations; (ii) avoid an interruption of itsperformance; and (iii) resume its performance.11.2. The party claiming a failure or delay inperformance under this Agreement due to forcemajeure must promptly notify the other party inwriting. In the event that any such force majeurefailure or delay continues for a period of morethan ten (10) business days, the other party may,upon written notice to the other party, have theoption of terminating this Agreement withoutincurring additional liability.12. Assignment and Amendment.12.1. Neither Customer nor Signer may assign thisAgreement or any interest, payment or rightsunder this Agreement for any reason, withoutPFJ’s prior written consent.12.2. The Welcome Letter and these Terms andConditions may be revised at any time by PFJ, withor without notice, in accordance with applicablelaw. These Terms and Conditions, and anyamendments thereto, can be accessed byCustomer or Signer at any time at the followingweb address: erms-and-conditions. Any furtheramendments or modifications to the Terms andConditions or the Welcome Letter by Customer orSigner must be in writing and executed byauthorized representatives of both parties.13. Covenants.13.1. The parties represent and warrant that thisAgreement constitutes the legal, valid, binding,and enforceable agreement of each party, and itsexecution and performance of this Agreement: (i)does not constitute a breach of any agreement ofeither party with any other party, or of any dutyarising in law or equity; (ii) does not violate anylaw, rule or regulation applicable to it; (iii) is withinthe party's corporate powers; and (iv) has beenauthorized by all necessary corporate action of theparties. Customer agrees to provide any evidenceof corporate (or other organizational) existenceand authorization that PFJ may reasonably

request, in its sole discretion. Failure of PFJ torequest evidence of corporate (or organizational)existence may not be used against PFJ.13.2. For PFJ’s continued compliance with bankingand credit underwriting standards, Customer willprovide PFJ with advance written notice of: (i) anychange in Customer’s legal structure or legalname; (ii) any consolidation, merger or sale of asubstantial part of Customer’s assets; or (iii) anychange of control of Customer as well as if anemployee of Customer that has provided aguaranty of payment has terminated theirrelationship with Customer. PFJ reserves the rightto make any necessary modifications to theAccount terms based upon changes made byCustomer as referenced above.13.3. As part of PFJ’s commitment to customerservice, its managers periodically will monitortelephonecommunicationsbetweenitsemployees and its customers to ensure that highquality service standards are maintained.Customer consents to that monitoring andrecording of telephone communications andagrees to notify employees who may be intelephone contact with PFJ’s representatives thatperiodic monitoring of conversations will occur.14. Severability and Waiver. If any portion of thisAgreement is held to be invalid, the remainingportions shall remain in full force and effect andshall continue to be binding upon the parties.Failure to insist upon strict compliance with any ofthe terms or conditions of the Agreement shall notbe deemed a waiver of such term or condition, norshall any waiver or relinquishment of, or failure toinsist upon strict compliance with, any right orpower hereunder at any one or more times bedeemed a waiver or relinquishment of such rightor power at any other time or times.15. Waiver of Jury Trial, Service of Process andClass Action Rights. EXCEPT TO THE EXTENT NOWALLOWED UNDER THE LAWS OF ANYJURISDICTION, CUSTOMER AND SIGNER HEREBYWAIVE ANY RIGHT THAT EITHER HAS TO HAVEANY DISPUTE RELATING TO THIS AGREEMENT,CUSTOMER’S APPLICATION FOR CREDIT, OR ANYRELATED DOCUMENTS, HEARD BY A JURY. EXCEPTTO THE EXTENT NOT ALLOWED UNDER HE LAWSOF ANY JURISDICTION, ANY CLAIM BROUGHT BYCUSTOMER OR SIGNER AGAINST PFJ MUST BEBROUGHT IN THE CUSTOMER’S OR SIGNER’SINDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFFOR CLASS MEMBER IN ANY PURPORTED CLASS,COLLECTIVE,REPRESENTATIVE,MULTIPLEPLAINTIFF, OR SIMILAR PROCEEDING (“CLASSACTION”); CUSTOMER AND SIGNER EXPRESSLYWAIVE ANY ABILITY TO MAINTAIN ORPARTICIPATE IN ANY CLASS ACTION IN ANYFORUM. Customer and Signer waive personalservice of process in connection with any action orproceeding commenced by PFJ in connection withthis Agreement, and agree that service may bemade by certified mail to the last known address inPFJ’s records.16. Attorneys’ Fees & Costs. Customer and Signershall be liable to PFJ for any and all attorneys’ fees,Version 12.1.2021expenses, and costs incurred by PFJ to enforce thisAgreement.17. Indemnity. CUSTOMER AND SIGNER AGREETO PROTECT, INDEMNIFY, HOLD HARMLESS, ANDDEFEND PFJ, ITS MEMBERS, OFFICERS,DIRECTORS, MANAGERS, AND EMPLOYEES,AGAINST ALL ACTIONS, CLAIMS, DAMAGES,DEMANDS, SUITS, AND OTHER LIABILITIES,INCLUDING ATTORNEY FEES AND OTHEREXPENSES AND COSTS OF LITIGATION ARISINGOUT OF, IN WHOLE OR IN PART, CUSTOMER,SIGNER, OR CUSTOMER’S EMPLOYEES’ ORAGENTS’ BREACH OF ANY TERM OF THISAGREEMENT, OR ANY ACT OR OMISSION IN THEPERFORMANCE OF THIS AGREEMENT, OR WHILESAID EMPLOYEES OR AGENTS ARE FOUND AT ALOCATION.hereto or modifications hereof shall be governedby the substantive laws of the Province of Ontario,without reference to its conflicts of laws principles.20. Notices. Any notice required or permitted shallbe in writing and shall be validly given only ifdelivered in person or sent by registered orcertified mail (return receipt requested, postageprepaid), reputable overnight courier, emailed, orfaxed (any notices sent by PFJ to Customer byemail or fax are effective immediately upontransmission). Customer’s contact information fornotice purposes shall be as listed in Customer’sApplication. Customer shall be solely responsiblefor updating its contact information, including itsemail address, if notices need to be sent to analternate address in the future. Such updatenotices shall be sent in writing to PFJ as set forthbelow:18. Disclaimers and Limitations.18.1. PFJ is not liable for any loss sustained by anyparty resulting from any act, omission or failure toact by PFJ, whether with respect to the exercise orenforcement of its rights or remedies under thisAgreement, or otherwise, unless the loss is causedby PFJ’s gross negligence or willful misconduct.PFJ’s liability under this Agreement shall be limitedto actual damages incurred by Customer or Signeras a direct result of PFJ’s gross negligence or willfulmisconduct. IN NO EVENT WILL PFJ BE LIABLE FORLOST PROFITS, DIRECT OR INDIRECT, INCIDENTAL,SPECIAL, EXEMPLARY, CONSEQUENTIAL ORPUNITIVE DAMAGES, AND ANY RIGHT OR CLAIMTO EITHER IS EXPRESSLY AND UNCONDITIONALLYWAIVED.18.2. Except as otherwise required under law, PFJmakes no warranty with respect to goods,products or services purchased on credit throughPFJ. PFJ further disclaims all warranties withrespect to goods, products and services purchasedon the Account, including, without limitation, theimplied warranty of merchantability.18.3. Customer and Signer acknowledge and agreethat PFJ is not liable to Customer or Signer for anyloss, liability or damages Customer or Signersuffers which result from, are related to, or in anyway are connected with any fraud control orpurchase restriction measures PFJ elects toimplement from time to time, unless such loss,liability or damage is a direct result of PFJ’s grossnegligence or willful misconduct in implementingfraud control or purchase restriction measures PFJhas expressly agreed in writing to undertake forCustomer.19. Governing Law.19.1. For Pilot Purchases:The validity,performance and all matters relating to theinterpretation and effect of this Agreement andany amendments hereto or modifications hereofshall be governed by the substantive laws of theState of Tennessee, without reference to itsconflicts of laws principles.19.2 For SFJ Purchases: The validity, performanceand all matters relating to the interpretation andeffect of this Agreement and any amendmentsPilot Travel CentersLLC or SFJ Inc.5508 Lonas Dr.Knoxville, Tennessee37909Attn: Credit Dept.Fax: (865) 297-1417w/ copy to:Pilot Travel CentersLLC or SFJ Inc.5508 Lonas Dr.Knoxville, Tennessee37909Attn: Legal Dept.Fax: (865) 297-053221. Confidentiality. All information furnished byeith

"Fleet Card" references both a physical fleet credit card, as well a virtual fleet credit card, used by the ustomer to make charges on ustomer's Account at the Locations. Effective May 1, 2020, the Fleet Card has been rebranded and is now known as the Axle Fuel Card. "Locations" shall include all U.S. and Canadian