LUKOIL Fleet Card Terms and Conditions

IMPORTANT INFORMATION ABOUT YOUR ACCOUNT

Acceptance Of Terms

By enrolling in and using the LUKOIL Fleet Card Service, you agree to be bound by the terms and conditions of this Agreement, and you acknowledge that you have read, understand and agree to abide by the terms of this Agreement. You agree that you are intending to form a legally binding contract between yourself and LUKOIL North America, LLC. Any rights not expressly granted herein are reserved by LUKOIL North America, LLC. You further agree to be bound to the terms and conditions and privacy policy of Zipline Payment Services, which has been designated to manage and process deposits and withdrawals from your account under the terms of this Agreement. Please review Zipline’s Terms and Conditions and Zipline's Privacy Policy.

LUKOIL North America, LLC operates the LUKOIL Fleet Card. This Agreement is your LUKOIL Fleet Card Member Agreement. Read this Agreement thoroughly and retain it for your records. LUKOIL wrote this Agreement in an informal style to make it easier to read and to help you become thoroughly familiar with the important rights and obligations that this Agreement covers before using your LUKOIL Fleet Card products. In this Agreement, the words you, your, and yours mean the corporation, partnership, sole proprietorship or other business entity and each individual responsible for complying with this Agreement, including the corporation, partnership, sole proprietorship or other business entity and each individual who applied to open the account and to whom we address billing statements. The word card or cards means one or more cards or other access devices, such as account numbers, that we have issued to permit you to obtain credit under this Agreement. The words we, us, and our mean LUKOIL North America, LLC, the issuer of your account. The words authorized user means any person to whom you give permission to use your account.

Using Your Account

You are fully responsible for complying with all the terms of this Agreement, including the obligation to pay us for all balances due on your account as specified in this Agreement and ensuring that your account has sufficient funds to cover all expenses incurred on your LUKOIL Fleet card. Any use of the card or cards issued on your account constitutes acceptance of the terms and conditions of this Agreement. Your card must only be used for lawful transactions. This account and the LUKOIL cards may be used for business purposes only and may not be used for personal, family, or household purposes.

Additional Cards

You may request additional cards on your account for yourself or others and you may permit an authorized user to have access to your card or a card you request for them or your account number. However, if you do, you must pay us for all charges made by those persons, including charges for which you may not have intended to be responsible. In order to cancel permission of an authorized user to use your account, you must notify us in writing, and you must return to us, with your written notice, any card in the possession of the authorized user. You will continue to be liable for all purchases made by authorized users, even if you no longer want them to make purchases and even if they leave your employment, and all other resulting account fees and charges, until we receive your letter and the card. You are responsible for the use of each card issued on your account according to the terms of this Agreement.

LUKOIL Fleet Rebates

When you enroll as a LUKOIL Fleet Card Member, you will become eligible to collect cents per gallon rebates on the purchase of gasoline and diesel fuel products from participating LUKOIL stations. LUKOIL Fleet Card Member Rebates will be deposited in your account via ACH at the close of the month. Rebates for fuel purchases will be applied as per the chart below:

Rebates cannot be earned or redeemed on fuel transactions where prohibited by state law.

GENERAL TERMS

(a) Credit Reporting: We may report your performance under this Agreement to credit reporting agencies, including your failure to make minimum payments on time. If you request additional cards on your account for others, you understand that we may report account information in your name as well as in the names of those other people. We may also obtain follow-up credit reports on you (for example, when we review your account for a spend limit increase)

(b) Telephone Monitoring and Recording: From time to time we may monitor and record your telephone calls regarding your account with us to assure the quality of our service.

(c) Closing Your Account: You may close your account at any time by notifying us in writing: by email at Fleet@LUKOILUSA.COM; or by mail to 302 Harper Drive, Suite 303, Moorestown, NJ 08057, Attn: Fleet Card. We may also close your account or suspend your account privileges at any time for any reason without prior notice. However, in any case, you remain responsible to pay the total balance according to the terms of this Agreement. Nothing in this Agreement shall obligate us to monitor the use of any card, and as described in this Agreement, you are solely responsible for the use of your account and of any outstanding card issued on your account. We may also reissue a different card, or account number at any time. You must return the card to us upon request. If you leave the business for any reason, or if the business ceases ongoing operations, is subject to a change in control or structure or transfers or agrees to transfer a substantial part of its assets, you must notify us in writing so that we may close your account.

(d) Refusal of the Card: We are not responsible if a transaction on your account is not approved, either by us or by a third party, even if you have a sufficient spend limit available. We may limit the number of transactions that may be approved in one day. If we detect unusual or suspicious activity on your account, we may temporarily suspend your spending privileges until we can verify the activity, although we undertake no responsibility to monitor your card or to attempt to detect unauthorized or fraudulent activity.

(e) Replacement Cards: If you desire one or more replacement cards, including, but not limited to replacing lost, damaged, or expired cards, you must notify us in writing: by email to Fleet@LUKOILUSA.COM; or by mail to 302 Harper Drive, Suite 303, Moorestown, NJ 08057, Attn: Fleet Card. We reserve the right to charge a fee for creating and delivering each replacement card.

(f) Administration of Cards: You are solely responsible for the use, maintenance, administration, and security of the cards and any personal identification numbers, vehicle identification numbers, employee identification numbers or other information necessary to access your account or to use any card issued on your account, including, but not limited to, within your business or distributing cards to, and collecting cards from, your employees and agents. Notwithstanding any other provision in this Agreement, you are responsible for any loss or misuse of cards by your employees and agents or others who obtain possession or use of cards issued to you.

(g) Cancellation of Cards: If, at any time, for any reason, you desire to cancel any particular card, but not the account, you must notify us in writing of such cancellation. You can notify as by email to Fleet@LUKOILUSA.COM; or by mail to 302 Harper Drive, Suite 303, Moorestown, NJ 08057, Attn: Fleet Card. Your liability for purchases made using the canceled card shall end at midnight of the day that we receive notice of such card cancellation and the return of the cancelled card. (h)Tax Reporting Limitations: We calculate applicable taxes for fuel. Applicable taxes for maintenance and other non-fuel purchases are dependent on the information provided to us by the

applicable merchant location. If you are a tax exempt organization, you may enter other agreements with us to accommodate tax exempt purchases of fuel. However, nothing in this Agreement shall allow even a tax exempt organization to exclude from its payments to us taxes included in your balance owed.

(i) Claims: All claims for defective fuel, services, merchandise or maintenance must be made to the merchant operating the merchant location where such fuel, services, merchandise or maintenance was purchased (even if that merchant is LUKOIL). Any claim for defective fuel, services, merchandise or maintenance is waived by you unless made in writing to merchant, with a copy to us, within fifteen (15) days from the date of the purchase of the alleged defective fuel, services, merchandise or maintenance giving rise to the claim.

(j) WARRANTY DISCLAIMER: WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALL CARD ACCOUNTS, PRODUCTS, AND SERVICES ARE PROVIDED ON AN AS-IS BASIS.

(k) Safe Fueling Operation: You must instruct all persons to whom you provide a card for purchasing fuel in safe and proper fueling procedures. You must ensure that everyone using a card issued on your account is instructed in applicable safety measures and will comply with all applicable laws and safety notices.

(l) Limitation of Liability: WE WILL HAVE NO LIABILITY FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY KIND, INCLUDING CLAIMS FOR LOSS OF PROFITS, WHETHER RESULTING DIRECTLY OR INDIRECTLY TO YOU, A GUARANTOR, A PRINCIPAL, OR THIRD PARTIES, AND WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR RESULT FROM A BREACH OF THIS AGREEMENT. IN THE EVENT A COURT IN A FINAL, NON-APPEALABLE AWARD FINDS WE ARE LIABLE FOR ANY DIRECT DAMAGES, OUR LIABILITY IN THE AGGREGATE FOR SUCH DIRECT DAMAGES WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO US FOR THE MONTH PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

(m) Governing Law, Venue and Jurisdiction: This Agreement will be governed by New Jersey law, without regard to its conflicts of laws principles. The terms and conditions, enforcement, validity, interpretation, rights, obligations or performance of this Agreement shall be decided in accordance with the laws of the State of New Jersey. Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute

hereunder or in connection herewith or arising out of this Agreement or any transaction contemplated hereby.

(n) Severability: If any provision of this Agreement is declared invalid, illegal, or unenforceable, the validity of the remaining provisions will not be affected. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of this Agreement.

(o) Changing this Agreement: The terms of this Agreement may be changed at any time upon notice. Retention or use of the account and cards after the effective date of any change will constitute acceptance of the new terms. If you do not agree to any such change, you may end this Agreement by notifying us by: phone at 877-858-9962; email at Fleet@LUKOILUSA.com; or mail at 302 Harper Drive, Suite 303, Moorestown, NJ 08057, Attn: Fleet Card, before the effective date of the change, returning all cards to us at 302 Harper Drive, Suite 303, Moorestown, NJ 08057, Attn: Fleet Card, and paying what is owed under the terms of this Agreement. Either party may terminate this Agreement at any time by written notice to the other party.

(p) Enforcing this Agreement: We can delay in enforcing or fail to enforce any of our rights under this Agreement without losing them.

(q) Assignment: We reserve the right to assign any or all of our rights and obligations under this Agreement to a third party.

(r) Lost or Stolen Cards, or Account Numbers: You agree to notify us immediately at 877-858-9962 of any loss, theft or unauthorized use of the account or of any card. You understand that you are liable for unauthorized use of the account and cards to the fullest extent permitted by applicable law. You agree in any event that if at any time you have been issued ten (10) or more cards at your request, then you waive any and all limitations of liability for unauthorized use of such cards. This provision does not include misuse of cards by your employees or agents (for which you are always obligated). If you desire one or more replacement cards, including, but not limited to replacing lost, damaged, or expired cards, you must notify us by: phone at 877-858-9962; email at Fleet@LUKOILUSA.com; or mail at 302 Harper Drive, Suite 303, Moorestown, NJ 08057, Attn: Fleet Card. We reserve the right to charge a fee for creating and delivering each replacement card.

(s) Overdrawn Accounts and Insufficient Funds: In the event that you do not have sufficient funds in your account to cover your account balance, you agree and understand that we reserve the right to send your account to collections. In such instance, you may be responsible for all fees due,

plus interest, for any and all costs associated with and incurred by us for any and all attempts to collect monies owed as a result of the insufficient funds in your account.

(t) Default: You default under this Agreement including, without limitation, if you fail to pay the payment due each billing statement when due or fail to comply with any other obligation you have under this Agreement; file for bankruptcy; exceed your spend limit; pay by a check or similar instrument that is not honored or that we must return because it cannot be processed; pay by automatic debit that is returned unpaid; or default under any other agreement that you have with us. In the event of default under this Agreement, we shall have the right to immediately suspend the Account and terminate any price incentives (e.g. discounts or rebates) until such breach is cured. In the event any such breach or default is not cured within a reasonable period of time, then we may thereafter terminate this Agreement. Your obligation to pay for all outstanding amounts on the Account incurred before the effective date of termination shall survive termination. In the event that the Account is turned over to a collection agency or an attorney for collection of unpaid amounts or otherwise to enforce this Agreement, you agree to pay all costs, fees and expenses of such agency or attorney, including, without limitation, court costs and out-of-pocket expenses.

(u) Preauthorized Charges: If you default, if the card is lost or stolen, or we change your account or account number for any reason, we may suspend automatic charges on that account to third party vendors for insurance premiums (if possible under your account terms) or other goods or services. If preauthorized charges are suspended, you must contact the third party vendor to reinstate them. You are responsible for making direct payment for such charges until you reinstate automatic charges.

(v) Collection Costs: In the event that the account is turned over to a collection agency or an attorney for collection of unpaid amounts or otherwise to enforce this Agreement, you agree to pay all such costs, fees and expenses of such agency or attorney, including, without limitation, court costs and out-of-pocket expenses.

(w) For Further Information or to Contact Us: Call us at the telephone number shown on your billing statement. You can also call toll-free at 877-858-9962. Our mailing address is: 302 Harper Drive, Suite 303, Moorestown, NJ 08057. We can be reached by email at: Fleet@LUKOILUSA.com.

(x) Notify Us In Case of Errors or Questions About Your Bill: If you think your billing statement is wrong, or if you need more information about a transaction on your billing statement, write to us (on a separate sheet) at the address specified on the back of your billing statement. Write to us as soon as possible. We must hear from you no later than 60 days after we sent you the first billing statement on which the error or problem appeared. In your letter, give us the following information:

• Your name and account number.

• The dollar amount of the suspected error. Describe the error and explain if you can, why you believe there is an error. If you need more information, describe the item you are not sure about.

• Please sign your letter.

(y) Privacy Policy: By becoming a LUKOIL Fleet Cardmember and under the terms of this Agreement, you consent to LUKOIL North America, LLC’s use and storage of information as provided in LUKOIL North America, LLC’s Privacy Policy. You further consent to the use and storage of information as provided in Zipline Payment Services Privacy Policy.