These terms and conditions (“Terms”) are entered into between Keystone Cooperative, Inc. (“Keystone”) and the individual/entity named below (“Purchaser”) and govern Purchaser’s use of the payment card(s) issued to Purchaser by Keystone and linked to the Keystone Account Number identified above (“Fuel Cards”). The Fuel Cards may be used at locations that accept Fuel Cards to obtain fuel and other available goods or services. By signing below, Purchaser agrees to the following:
1. The Fuel Cards may only be used for purchases of fuel or services for vehicles owned and/or operated by Purchaser.
2. Purchaser understands that the Fuel Cards are not credit cards and the federal $50.00 liability limit for credit cards will not apply.
3. All purchases made using the Fuel Cards will be the responsibility of Purchaser, whether made by Purchaser, any of its authorized users, or any other persons using the Fuel Cards, and regardless of whether use of the Fuel Card is authorized or is fraudulent. Purchaser is responsible for managing any authorized users of the Fuel Cards.
4. Purchaser shall immediately notify Keystone of a lost, stolen, or misused Fuel Card and when a Fuel Card needs to be invalidated. Purchaser agrees that it will not have the PIN#/security access code on/near the Fuel Card should it be lost or become used fraudulently in any way.
5. Purchaser represents that it will ensure all persons using the Fuel Cards are aware of the proper use of the Fuel Cards and shall use safe practices in compliance with all applicable laws and regulations in the handling of the fuels dispensed and purchased through a Fuel Card. When making any such purchases, Purchaser agrees to be responsible for any related spills or fueling facility/equipment damage, whether accidental or due to negligence of Purchaser or the user of the Fuel Card. Purchaser further understands and acknowledges that off-road or dyed diesel fuel is illegal for use in any on-road vehicle. Significant fines and/or penalties may be levied against the Purchaser and/or users for any intentional or unintentional dispensing of off-road or dyed diesel into the fuel tank of any on-road vehicle.
6. Keystone shall use its best efforts to maintain the fuel card system in good working order and condition at its expense, provided however that Keystone shall not be responsible for any damage or loss which may result from Keystone’s failure to provide fuel or the failure of a Fuel Card to be utilized by Purchaser in any manner whatsoever. Purchaser agrees that it and any person using the Fuel Cards shall promptly notify Keystone of any malfunctioning of the Fuel Card of which Purchaser or such person is aware.
7. Purchaser’s right to purchase fuel using a Fuel Card may be terminated immediately by Keystone upon any breach by Purchaser of any of the terms hereof or of any other agreement with Keystone. Upon termination, Purchaser agrees to immediately surrender all Fuel Cards issued to Purchaser and to immediately pay all outstanding sums owing to Keystone. Keystone shall refund any deposit to Purchaser when all Fuel Cards are returned and all amounts owing to Keystone are paid in full.
8. Transaction data for each Fuel Card will be posted on the Keystone Account identified above. Keystone will report the data received from merchants and as such is not liable for accuracy or completeness of the data received, posted, or contained in any specialty reports, management reports, data services, or other information services provided. The availability of data is dependent upon each merchant’s adoption of card specifications and the information, including product codes, that the merchant transmits to Keystone. Purchaser is responsible for reconciling such transaction data. In addition, Purchaser understands that in the event an error is identified in a report, such as incorrect product code, Purchaser is still liable for the purchase, but may follow the dispute process to obtain clarifying information.
9. Certain security controls may be put in place by Keystone or a merchant to protect against fraudulent activity, including capping the number of transactions in a day and certain other limits in relation to use of the Fuel Cards (“Controls”). Keystone shall use reasonable efforts to deny requests for transaction authorizations that fall outside the set Controls. Purchaser acknowledges and agrees that it remains responsible for payment in full of transactions which fall outside of the set Controls if such transactions are made with a valid Fuel Card and are processed by Keystone. The existence and/or use of Controls will not affect Purchaser’s liability for unauthorized transactions. Only transactions submitted for authorization are subject to Controls and those set Controls can only be enforced when the merchant provides sufficient information as part of the authorization. Keystone may, in its sole discretion and/or without prior notice, modify the Controls for the purpose of, among others, the prevention of suspected fraudulent activity. Keystone will notify Purchaser after any modification is made. Purchaser agrees it is responsible for reviewing fraud control data provided by Keystone for the purpose of detecting fraud that may occur within the set Controls.
10. TO THE FULLEST EXTENT PERMITTED BY LAW, KEYSTONE WILL NOT BE LIABLE FOR (I) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, WHETHER OR NOT FORESEEABLE, (II) ANY LOSS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH ANY INACCURACY, ACT, OR FAILURE TO ACT ON THE PART OF ANY PERSON NOT WITHIN KEYSTONE’S REASONABLE CONTROL, OR ANY ERROR, FAILURE, OR DELAY IN EXECUTION OF ANY TRANSACTION RESULTING FROM CIRCUMSTANCES BEYOND KEYSTONE’S REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, ANY INOPERABILITY OF FUEL CARDS OR OTHER TECHNOLOGICAL FAILURE, AND (III) ANYTHING EXCEPT FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. PROVIDED KEYSTONE HAS COMPLIED WITH ITS OBLIGATIONS UNDER THESE TERMS, AND SUBJECT TO APPLICABLE LAW, PURCHASER AGREES TO INDEMNIFY, DEFEND, AND HOLD KEYSTONE HARMLESS AGAINST ANY THIRD-PARTY CLAIM ARISING FROM, OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, (I) PURCHASER’S, OR ANY PERSON’S, USE OF ANY FUEL CARD, (II) PURCHASER’S BREACH OF ANY OF THE TERMS SET FORTH HEREIN, OR (III) PURCHASER’S OR ANY OF ITS FUEL CARD USERS’ NEGLIGENCT OR INTENTIONAL ACTS OR OMISSIONS.