1. Platform Description

FuelFlow Connect ("Platform") is a digital marketplace connecting commercial fleet operators ("Fleets") with ULSD fuel distributors ("Suppliers"). The Platform facilitates price discovery, bid submission, deal negotiation, and delivery confirmation. FuelFlow Connect is not a fuel supplier, broker, or party to any fuel transaction. All pricing, contracts, delivery terms, and payments are negotiated directly between Fleets and Suppliers.

2. Eligibility

You must be at least 18 years old and represent a legitimate commercial entity to use this Platform. By creating an account you represent that all information provided is accurate and that you have authority to bind your organization to these terms.

3. Fleet User Terms

Fleet access to the Platform is provided at no cost. Fleets may browse listings, submit bids, and confirm deliveries without charge. FuelFlow Connect does not guarantee the availability, accuracy, or delivery of any fuel listing. All deals are subject to supplier confirmation. FuelFlow Connect is not liable for failed deliveries, price discrepancies, or disputes between Fleets and Suppliers.

4. Supplier User Terms

Suppliers may post listings, manage pricing, and receive bids through the Platform at no subscription cost. A platform coordination fee of $0.03 per confirmed gallon applies to every delivery confirmed through the Platform. This fee is recurring and applies to every transaction between a Supplier and any Fleet introduced through the Platform, including repeat transactions. Fees are due within 30 days of delivery confirmation. Late payments may result in listing suspension. Suppliers agree to the Non-Circumvention & Non-Disclosure Agreement at registration.

5. Non-Circumvention

All users agree not to circumvent the Platform's fee structure by transacting directly with parties they were introduced to through the Platform. Any business relationship originated on FuelFlow Connect is subject to the $0.03/gal fee on all volume for the duration of that relationship. Violation of this provision subjects the offending party to liquidated damages equal to the fees that would have been owed at $0.03/gal on estimated volume, plus legal fees.

6. Delivery Confirmation & Dispute Resolution

Confirmed deals require delivery confirmation from both the Fleet and Supplier. If a Supplier fails to confirm delivery within 48 hours of Fleet confirmation, delivery is deemed confirmed and the platform fee applies. Disputes must be filed through the Platform within 7 days of delivery. FuelFlow Connect will review disputes within 2 business days. FuelFlow Connect's determination on fee disputes is final and binding.

7. Payments

Platform fees are invoiced to Suppliers on a per-deal basis following delivery confirmation. Payment is due Net 30. Accepted payment methods include ACH bank transfer, wire transfer, and credit card (where available). Accounts 30+ days past due may have listings suspended until payment is received.

8. Limitation of Liability

FuelFlow Connect's total liability to any user for any claim arising from use of the Platform shall not exceed the total fees paid by that user in the 12 months preceding the claim. FuelFlow Connect is not liable for any indirect, consequential, or punitive damages. The Platform is provided "as is" without warranty of any kind.

9. Privacy Policy

FuelFlow Connect collects account registration information (name, company, email, password), transaction data (bids, confirmed deals, delivery records), and usage data. This information is used to operate the Platform, process fees, and communicate with users. FuelFlow Connect does not sell user data to third parties. Transaction records may be shared with relevant parties to a deal for confirmation and dispute resolution purposes. Data is stored securely and retained for 7 years for financial record-keeping purposes.

10. Account Termination

Either party may terminate their account at any time. Termination does not relieve Suppliers of outstanding fee obligations on deals already confirmed or in progress. Non-circumvention obligations survive account termination for 24 months following the last platform-originated introduction.

11. Governing Law

These Terms are governed by the laws of the State of New York. Any disputes shall be resolved by binding arbitration in New York County, New York. The prevailing party in any arbitration shall be entitled to reasonable attorney's fees.

12. Modifications

FuelFlow Connect reserves the right to modify these Terms at any time with 30 days' notice to registered users. Continued use of the Platform after notice constitutes acceptance of the modified terms.

13. Contact

For questions regarding these Terms, contact: legal@fuelflowconnect.com
For billing inquiries: billing@fuelflowconnect.com
General: info@fuelflowconnect.com

Note: These terms are provided for platform demonstration purposes. Consult qualified legal counsel before using these terms in a live commercial context.

1. Platform Transactions

By registering on FuelFlow Connect, Supplier agrees that all business relationships, contacts, or transactions originated through or facilitated by the FuelFlow Connect platform ("Platform Introductions") are subject to this agreement for a period of 24 months following the date of introduction.

2. Non-Circumvention

Supplier agrees not to circumvent, avoid, bypass, or obviate FuelFlow Connect's interest in any transaction introduced through the platform. Supplier shall not directly or indirectly engage in any transaction with any fleet, buyer, or party introduced through the platform without routing such transaction through FuelFlow Connect and paying applicable platform fees.

3. Transaction Fee — Recurring on Every Delivery

A fee of $0.03 (three cents) per gallon of ULSD delivered shall apply to every confirmed delivery on every transaction between parties introduced through the platform. This fee is not a one-time finder's fee. It applies to the first transaction and to every subsequent transaction between the same supplier and fleet for the duration of their relationship, regardless of whether individual future transactions are initiated through the platform interface. The fee is due within 30 days of each delivery confirmation. Supplier authorizes FuelFlow Connect to calculate fees based on gallons confirmed in accepted bid records and agrees that platform fee obligations survive any attempt to transact directly outside the platform.

4. Platform Access

Transaction fees apply to all deals originated through the platform. Supplier may deactivate at any time; fees remain due on all deals already in progress.

5. Non-Disclosure

Supplier agrees to keep confidential all non-public information relating to other platform participants, pricing data, bid history, and platform operations. Supplier shall not disclose such information to third parties without prior written consent from FuelFlow Connect.

6. Governing Law

This agreement shall be governed by the laws of the State of New York. Any disputes shall be resolved through binding arbitration in New York County.

7. Acknowledgment

By checking the agreement box during registration, Supplier acknowledges they have read, understood, and agree to be bound by all terms of this Non-Circumvention and Non-Disclosure Agreement.

Note: This is a placeholder agreement. Consult qualified legal counsel before finalizing terms for commercial use.