General Terms and Conditions / Cardholder Agreement

1.               Fuel Network Discount Program. Subject to the terms and conditions set forth in the Agreement, Member is entitled to discounts on the purchase of fuel at participating fueling stations by Member on the Card (as defined below). Member’s membership status may entitle Member to certain additional discounts and benefits as described here: https://www.rcpasave.com/vendors. Member acknowledges and agrees that: Member is entitled to receive fuel discounts at any fueling stations that accept cards branded with the logo from the Card’s   association. The fuel purchase discount is not available to Member through the purchase by Member by means other than on the Card. Further, applicable fuel discounts and rebates are provided at the sole discretion of RCPA and are subject to quarterly review by RCPA. RCPA may change the terms of applicable discounts and rebates on a quarterly basis without additional notice to Member. The program described in this Agreement shall be referred to as the Fuel Network Discount Program.

2.               Authorized Card User; Nature of Card Account.  In connection with Member’s membership in the Fuel Network Discount Program, Member shall be added as an authorized user of a certain RCPA credit card account (“Account”) established by Regions Bank, headquartered in Birmingham, Alabama (the “Issuer”). In connection with such Account, RCPA shall cause Issuer to provide to Member and its authorized employees one or more special Comdata MasterCard Corporate Cards (each a “Card” and collectively “Cards”). All Cards are issued to Member as an authorized user under the Account as part of Member’s membership in the Fuel Network Discount Program. Member acknowledges and agrees that Member has no ownership rights in or to the Cards and the Cards must be returned or destroyed (with certification of destruction) to RCPA or the Issuer upon either’s request. RCPA or the Issuer, each in its sole and absolute discretion, may cancel, revoke, repossess, or restrict the use of the Cards at any time.

3.               Member Representations and Warranties.  As of the Effective Date and on each date Member or any of its authorized employees uses a Card, Member represents and warrants the following to RCPA and Issuer:

·       Member is a commercial enterprise, and no Card will be used for personal, household or consumer purposes;

·       Member is not registered with FinCEN as a money service business, is not a licensed money transmitter, and is not a payment aggregator or bill payment facilitator;

·       Each Card will be used solely for authorized and legitimate business purpose charges and Member will have neither consumer law rights nor remedies available to consumers associated with respect to any purchases, charges or other activity associated with the Card;

·       Each Card will be used only by Member and its authorized employees and Member shall not suffer or permit any third party (including any affiliate of Member) to use any Card;

·       Each Card will be used only for valid and lawful purposes and will not be used for gambling, illicit drug transactions, or any unlawful purposes including without limitation (i) other illegal purchases of goods or services, regardless of whether such transaction violates the laws applicable in the territory where the transaction was initiated or merchant is located, or (ii) purchases that are prohibited by law, rule, or regulation; and

·       No Card will be used in any way that would cause RCPA to violate any applicable law, rule, or regulation.

If Member uses, or allows someone else to use, the Card in violation of the above representations and warranties or for any purpose other than as provided herein, RCPA may immediately suspend Member’s use of the Cards and Member’s membership in the Fuel Network Discount Program.

4.               Card Limits Subject to Credit Information. Member’s Cards are subject to weekly credit limits to be established by RCPA in its sole and absolute discretion. Weekly credit limits are subject to periodic review and adjustment by RCPA in its sole and absolute discretion. Member agrees to provide financial information to RCPA as RCPA may request, including, without limitation, annual financial statements within a reasonable time after the request therefor. Member authorizes RCPA, Issuer, and their agents to make any credit investigation as any of them deem necessary and appropriate and to request reports from credit bureaus in connection with this Agreement and/or the Cards.

5.               Security. From time to time RCPA may request Member to provide security for the performance when due of Member’s obligations hereunder. Member understands and agrees that it is under no obligation to provide RCPA with such security, but the refusal to provide security when requested may result in adverse credit determinations by RCPA. Any security provided shall be in the amount and form as required by RCPA in its reasonable discretion. The Account will not be available to Member until such security is accepted by RPCA in its sole discretion. RPCA may refuse to extend credit until such time as any such security is received by RCPA in form and substance acceptable to RCPA in its discretion.

6.               Payment Terms; Fees. (a) Member acknowledges and agrees that Member is not obligated for repayment to Issuer of any amounts owing under the Account. However, as consideration (in part) for Member’s membership in the Fuel Network Discount Program, Member hereby agrees to reimburse RCPA for any credit extended to RCPA by Issuer as a result of Member’s use of the Card, along with any interest, fees or charges that are imposed on Member’s outstanding balances and any fees and charges related to Member’s use of the Card.  To the extent these Terms and Conditions reflect interest, costs, fees or charges associated with the use of the Card, Member understands and agrees that Member will be responsible for such interest, costs, fees, or charges only to such extent that RCPA incurs such from Issuer as a result of Member’s use of the Card.  These Terms and Conditions are intended to reflect the costs of credit to RCPA as the primary obligor under the Account with Issuer, and that Member, as authorized user, agrees to be liable to RCPA for Member’s purchases under this Agreement through the Cards. Member acknowledges and agrees that the total amount reimbursable to RCPA under this Agreement shall be the total amount of Member’s purchases on the Cards in in the immediately preceding month plus any fees and charges related to Member’s use of the Card (the “Total Amount Due”). RCPA shall send, or cause to be sent, a monthly account statement to Member and Member agrees to pay RCPA the Total Amount Due on such statement by the due date set forth thereon. (b) If Member does not make full payment of the Total Amount Due on the due date, then Member shall pay a late payment fee equal to the greater of: (i) $150 or (ii) 9.99% of the past due portion of the Total Amount Due. In no event will such late charge exceed the lesser of $5,000 or the maximum amount permitted by applicable law. In addition, in the event the Total Amount Due is not paid by the due date, then Member may be assessed a default interest charge at a rate equal to the weekly average prime loan rate as published by the Federal Reserve plus 4% per annum.  The default interest is assessed on the Total Amount Due (excluding any late fees and any previous default interest charges) for the period of time such amount remains unpaid beyond the due date.  In no event will the default interest rate exceed the maximum rate permitted by applicable law.  (c) If any payment made by Member to RCPA is dishonored or otherwise returned unpaid, RCPA may require Member to reimburse RCPA for a returned payment fee of twenty dollars ($20) or the maximum amount permitted under applicable law, whichever is less. (d) RCPA has the right to change or add fees upon giving fifteen (15) days’ prior notice. Member will be given notice in the event of any such change or addition related to fees.

7.               Term; Termination. This Agreement is for the Initial Term of one (1) year and commencing on the Effective Date.  Thereafter, the Agreement shall automatically renew for consecutive, successive terms of one (1) year each, unless and until one party provides notice of non-renewal to the other party. Member may cancel its membership in the Fuel Network Discount Program, without giving a reason, at any time by contacting RCPA. RCPA may terminate this Agreement for any reason by providing one (1) months’ notice, but may immediately terminate the Agreement in the event of Member’s breach or default of this Agreement. Grounds for Member’s breach or default of this Agreement include, without limitation: (a) failure of Member to pay any amount from time to time owing under this Agreement; (b) the existence of any bankruptcy, insolvency, reorganization, or similar proceedings involving Member; (c) the appointment of, or Member’s application for, a receiver, trustee, custodian, sequestrator or similar office for Member for a substantial part of its property or assets; and (d) the winding up or liquidation of Member. In addition to any rights or remedies available to RCPA, in the event of such breach or default, RCPA shall also have the right to immediately suspend Member’s access to the Cards until such breach is cured. In addition to any other rights of termination, RCPA may terminate this Agreement upon prior written notice with respect to any individual state or jurisdiction if it can demonstrate, with documentary support, that changes in applicable laws, network rules, or regulations or the interpretation thereof will make the performance of RCPA’s obligations under this Agreement not commercially feasible. The effective date of termination under the preceding sentence will be thirty (30) days from the date notice is delivered, or upon the effective date of the new law or regulation, whichever occurs sooner. Additionally, Member’s membership in the Fuel Network Discount Program, including as an authorized user may be suspended and/or this Agreement may be terminated by RCPA immediately if there has been no activity for one year or longer.  Member’s obligation to pay for all outstanding amounts incurred before the effective date of termination of this Agreement shall survive termination.

8.               Disputed Items.Member must notify RCPA in writing of any disputed item on Member’s account statement within sixty (60) days from the date of the account statement, or it will be deemed undisputed and accepted by Member. Unless required by law, RCPA is not responsible for any problem Member may have with any purchases by Member on the Card. If Member has a dispute with a merchant, Member must reimburse RCPA and attempt to resolve the dispute with the merchant prior to sending the dispute to RCPA. 

9.               Limitation of Liability. IN NO EVENT SHALL RCPA BE RESPONSIBLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER RCPA WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  RCPA MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

10.             Liability of Acts of Members, Employees, and Agents. Member agrees to indemnify, defend, and hold RCPA harmless from any and all liability resulting from the acts of Member and any employees or agents of Member, which acts shall include but are not limited to negligent acts and willful misconduct of such persons, or from the breach by Member of its obligations under this Agreement. For purposes of this Paragraph 9, any person who is given authorization by Member to use Cards shall be deemed an employee or agent of Member.

11.             Right of Setoff and Recoupment.  RCPA shall have the right to setoff and apply any amounts owing by RCPA to Member against any amounts owing from Member to RCPA pursuant to any Agreement between RCPA and Member or any amounts in the possession of or under the control of RCPA.

12.             Notices; Member Contact.  All written notices required to be given by this Agreement shall be deemed to be duly given if delivered personally or sent by U.S. certified mail or overnight courier to RCPA, 5511 Virginia Way, Brentwood, TN 37027, attention:  President, with copy to attention: Legal Department; or to Member at the address listed on the Signature Page.  In addition to the foregoing, any notice or communication from RCPA to Member may be provided by email or other electronic means.  Member agrees to keep the primary email address and phone number up to date at all times.

13.             Government Regulation.  IMPORTANT INFORMATION ABOUT PROCEDURES FOR BEING A RCPA MEMBER- To help the government fight the funding of terrorism and money laundering activities, federal law requires RCPA to obtain, verify, and record information that identifies Member and, where applicable, owners of 25% or more of Member, persons with significant management responsibility of Member, and any guarantor or co-maker (collectively “Beneficial Owners”) as part of initial and on-going Member review processes. Therefore, RCPA may, at RCPA’s option, require Member to provide various identifying information that will allow RCPA to properly identify Member and Beneficial Owners, which may include but not be limited to name, address, taxpayer identification number, and other information. Member represents and covenants that Member and each Beneficial Owner (a) is not currently and shall not become subject to any law, regulation or list of any government agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits RCPA from making any advance or extension of credit to Member or from otherwise conducting business with Member, and (b) Member shall provide to RCPA, when requested, documentary and other evidence of Member’s identity or the identity of each Beneficial Owner and any person to whom Member provides a Card, so that RCPA  may comply with any applicable law or regulation or RCPA’s AML Policy.

14.             Waiver of Jury Trial; Binding Arbitration. Member or RCPA may, without the other’s consent, elect mandatory, binding arbitration for any claim, dispute, or controversy between or among such parties arising from or in any way relating to this Agreement or the relationship of such parties, including without limitation claims regarding the application, enforceability, or interpretation of this Agreement and this arbitration provision, and no matter what legal theory such claims are based on or what remedy (damages, or injunctive or declaratory relief) such claims seek (a “Claim”). The party filing for arbitration must choose one of the following arbitration firms and follow its rules and procedures for initiating (including paying the filing fee) and pursuing arbitration before a single neutral arbitrator: American Arbitration Association, National Arbitration Forum, or JAMS. All other fees will be allocated as provided by the rules of the arbitration firm and applicable law.

Can I assert or participate in a class action?  To accommodate the right to arbitrate, you agree that you will neither assert, nor participate in, a class action or other representative action or proceeding related to this Agreement, the Cards, or any other aspect of your relationship with RCPA.  Claims must be brought in the name of an individual person or entity and must proceed on an individual (non-class, non-representative) basis.

Who can be a party? The arbitrator will not award relief for or against anyone who is not a party. If you or we require arbitration of a Claim, neither you, we, nor any other person may pursue the Claim in arbitration as a class action, private attorney general action or other representative action, nor may such Claim be pursued on your or our behalf in any litigation in any court. Claims, including assigned Claims, of two or more persons may not be joined or consolidated in the same arbitration.

What Claims are subject to arbitration? All Claims relating to this Agreement or our relationship are subject to arbitration, including Claims regarding the application, enforceability, or interpretation of this Agreement and this arbitration provision. All Claims are subject to arbitration, no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third-party claims, interpleaders or otherwise; and Claims made independently or with other claims. A party who initiates a proceeding in court may elect arbitration with respect to any Claim advanced in that proceeding by any other party. Claims and remedies sought as part of a class action, private attorney general or other representative action are subject to arbitration on an individual (non-class, non-representative) basis, and the arbitrator may award relief only on an individual (non-class, non-representative) basis.

Whose Claims are subject to arbitration? Not only ours and yours, but also Claims made by or against anyone connected with us or you or claiming through us or you, such as a co-applicant or authorized user of your account, an employee, agent, representative, affiliated company, predecessor or successor, heir, assignee, or trustee in bankruptcy.

What time frame applies to Claims subject to arbitration?Claims arising in the past, present, or future, including Claims arising before the opening of your account, are subject to arbitration.

Broadest interpretation. Any questions about whether Claims are subject to arbitration shall be resolved by interpreting this arbitration provision in the broadest way the law will allow it to be enforced. This arbitration provision is governed by the Federal Arbitration Act (the “FAA”).

What about Claims filed in Small Claims Court? Claims filed in a small claims court are not subject to arbitration, so long as the matter remains in such court and advances only an individual (non-class, non-representative) Claim.

How does a party initiate arbitration?The party filing an arbitration must choose one of the following three arbitration firms and follow its rules and procedures for initiating and pursuing an arbitration: American Arbitration Association, JAMS, and National Arbitration Forum. Any arbitration hearing that you attend will be held at a place chosen by the arbitration firm in the same city as the U.S. District Court closest to your then current billing address, or at some other place to which you and we agree in writing. At any time you or we may ask an appropriate court to compel arbitration of Claims, or to stay the litigation of Claims pending arbitration, even if such Claims are part of a lawsuit, unless a trial has begun or a final judgment has been entered. Even if a party fails to exercise these rights at any particular time, or in connection with any particular Claims, that party can still require arbitration at a later time or in connection with any other Claims.

What procedures and law are applicable in arbitration? A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten years of experience or a retired or former judge, selected in accordance with the rules of the arbitration firm. The arbitration will follow procedures and rules of the arbitration firm in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with this Agreement, in which case this Agreement will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your account information and other confidential information if requested to do so by you or us. The arbitrator will apply applicable substantive law consistent with the FAA and applicable statutes of limitations, will honor claims of privilege recognized at law, and will have the power to award to a party any damages or other relief provided for under applicable law. You or we may choose to have a hearing and be represented by counsel. The arbitrator will make any award in writing and, if requested by you or us, will provide a brief statement of the reasons for the award. An award in arbitration shall determine the rights and obligations between the named parties only, and only in respect of the Claims in arbitration, and shall not have any bearing on the rights and obligations of any other person, or on the resolution of any other dispute.

Who pays? Whoever files the arbitration pays the initial filing fee. If we file, we pay; if you file, you pay, unless you get a fee waiver under the applicable rules of the arbitration firm. If you have paid the initial filing fee and you prevail, we will reimburse you for that fee. All fees will be allocated as provided by the rules of the arbitration firm and applicable law. However, we will advance or reimburse your fees if the arbitration firm or arbitrator determines there is good reason for requiring us to do so, or if you ask us and we determine there is good reason for doing so. Each party will bear the expense of that party’s attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.

When is an arbitration award final? The arbitrator’s award is final and binding on the parties unless a party appeals it in writing to the arbitration firm within fifteen days of notice of the award. The appeal must request a new arbitration before a panel of three neutral arbitrators designated by the same arbitration firm. The panel will consider all factual and legal issues anew, follow the same rules that apply to a proceeding using a single arbitrator, and make decisions based on the vote of the majority. Costs will be allocated in the same way they are allocated for arbitration before a single arbitrator. An award by a panel is final and binding on the parties after fifteen days has passed. A final and binding award is subject to judicial review and enforcement as provided by the FAA or other applicable law.

Survival and Severability of Terms. This arbitration provision shall survive: (i) termination or changes in the Agreement, the account, or the relationship between you and us concerning the account; (ii) the bankruptcy of any party; and (iii) any transfer, sale or assignment of your account, or any amounts owed on your account, to any other person or entity. If any portion of this arbitration provision is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force. Any different agreement regarding arbitration must be agreed to in writing.

15.             Miscellaneous.  (a) This Agreement shall be exclusively governed by the laws of the State of Tennessee without regard to the choice of law rules of such state.  (b) Upon RCPA’s reasonable request, Member agrees to promptly complete and deliver such further documents as necessary or appropriate in connection with this Agreement.  (c) Failure to insist upon strict compliance with any of the terms or conditions of this Agreement shall not be deemed a waiver of such term or condition, nor shall waiver or relinquishment of any right or power hereunder at any time be deemed a subsequent waiver or relinquishment of such right or power.  (d) This Agreement, including the Signature Page, these General Terms and Conditions, and any other exhibits, schedules or addenda attached hereto and made a part hereof, constitutes the entire agreement of the parties with respect to its subject matter; supersedes all prior agreements and understandings, oral or written, of the parties with respect to this subject matter; and except as expressly set forth herein, may only be modified by a writing signed by RCPA and Member or by Member’s acceptance of additional or substitute terms delivered to Member by RCPA via phone, website, email, text, or such other means as may be elected by RCPA.  (e) Any provision of this Agreement that by its nature is intended to survive termination of this Agreement shall so survive and shall remain enforceable after such termination.  (f) The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.  (g) In case one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired hereby.  (h) No provision of this Agreement shall be construed in favor of, or against, any particular party by reason of any presumption with respect to the drafting of this Agreement; both parties, having fully participated in the negotiation of this Agreement, hereby agree that this Agreement shall not be subject to the principle that a contract would be construed against the party which drafted the same.  (i) Member may not transfer or assign this Agreement without the prior written consent of RCPA.  (j) Member acknowledges and agrees that electronic records and signatures shall have the full legal effect of a writing. (k) In addition to its rights set forth elsewhere in this Agreement, RCPA may change the terms of this Agreement at any time, including, without limitation, in the event of any future changes to applicable law or the interpretation thereof, and will notify Member of any such changes at least thirty (30) days prior to the effective date of the change, unless a shorter notice period is required by applicable law or Network rules. If Member does not agree to any such change, it may provide written notice to RCPA of its objection to such change within ten (10) days of receipt of notice from RCPA of the change, and upon receipt of such objection, RCPA may withdraw the change by written notice to Member. If RCPA does not withdraw the change, it will become effective on the date provided in the original notice of change to Member, provided that Member may terminate the Agreement with written notice to RCPA within ten (10) days of the effective date of such change. Unless Member provides notice of its objection as set forth above and exercises its right to terminate in the event RCPA does not withdraw such change, retention or use of the Account after the effective date of any such change will constitute acceptance of the new terms.

RCPA Participation Dividends Program

Program participation is not available to customers enrolled after September 1, 2023.

“Carrier” or “you” means any business that is an active member of RCPA and qualifying participant in the Program.

Terms and Conditions of Participation

• RCPA may add, modify, or delete Program terms or conditions with or without notice to Carrier.

• The operation of the Program is subject always to the discretion of RCPA. The Program may be suspended

  or terminated at any time if it becomes necessary to do so. If this happens, notice will be given to all

  participating Carriers as soon as is reasonably practicable.

• Carrier is responsible for reporting and paying all applicable taxes in their jurisdiction of residence (federal,

  state, and local). Carrier may be required to provide certain information to facilitate receipt of the Annual

  Dividend, including completing and submitting any tax or other forms necessary for compliance with

  applicable withholding and reporting requirements. RCPA reserves the rights to withhold a portion of the

  Annual Dividend amount to comply with the tax laws of the United States or other jurisdictions.

• RCPA is not acting as an agent for Carrier and is not responsible for any acts or omissions by Carrier or

  those of Carrier’s agents.

• All documents sent by post or electronic means are sent at Carrier’s risk and RCPA will not be liable for

  any failure to receive any document.

• The Program and/or participation redemption is void where prohibited by law.

• RCPA has the sole discretion to interpret all Program rules.

Governing Law

The Program will be governed by Tennessee law, without regard to conflicts of law principles. Venue with respect to any disputes arising hereunder shall be had in the state and federal courts of the State of Tennessee.

Data Protection

By becoming a participant in the Program, Carrier agrees that RCPA may keep personal details which Carrier or

others give it, and any information that RCPA knows from administering Carrier’s account on a database. RCPA

may use such information to carry out the services described in these Conditions.

By participating in the Program or otherwise engaging with it, Carrier agrees to consent to the RCPA privacy policy

located at https://www.rcpasave.com/privacy-policy-us and agrees to be bound by the terms of services of the RCPA

site located at https://rcpasave.com/terms-of-use.