Terms of Service

Last updated: May 27, 2026 Effective date: May 27, 2026

1. Acceptance of these Terms

These Terms of Service (these Terms) govern your access to and use of the Versys fuel card program and the Versys transportation management software platform (the TMS), along with all related software, websites, content, documentation, and services provided by Versys Technologies Inc. (Versys, we, us, or our), a Nevada corporation with its principal place of business at 400 S. 4th St, Suite 318, Las Vegas, NV 89101. The carrier or fleet that uses the platform accepts the Versys Master Service Agreement (the MSA) during onboarding. The MSA, together with the Funding Terms and Acknowledgment and the Privacy Policy, is the controlling agreement governing the commercial relationship between Versys and the carrier. These Terms state those terms in full for reference, and in the event of any conflict between these Terms and the MSA, the MSA controls.

By creating an account, accepting these Terms electronically, depositing funds into a Fuel Wallet, or accessing the Versys platform, you confirm that:

• You have read and agree to these Terms.
• If you are using the platform on behalf of a business or other organization, you have authority to bind that organization, and you, your, and Customer include that organization.
• You are at least 18 years of age and able to enter into a binding contract under applicable law.

If you do not agree to these Terms, do not use the platform.

These Terms contain a binding arbitration clause, a class action waiver, and a jury trial waiver in Section 19. By accepting these Terms, you agree that disputes will be resolved on an individual basis through binding arbitration and that you waive the right to a jury trial and the right to participate in a class action.

2. Definitions

As used throughout these Terms, the following capitalized terms have the meanings set forth below. Terms defined elsewhere in these Terms have the meanings given where defined.

• Account means Customer's account with Versys, established upon acceptance of these Terms, including the Fuel Wallet, the Fuel Cards, TMS access, and all related services.
• ACH means the Automated Clearing House network operated by the National Automated Clearing House Association (NACHA) for the electronic transfer of funds between bank accounts in the United States.
• Aggregated Data means System Data that has been de-identified, anonymized, or combined with data from multiple Customers in such a manner that no individual Customer or its operations can be identified.
• Authorized User means any driver, dispatcher, employee, contractor, or other individual designated by Customer and granted access to the Versys platform or a Fuel Card under Customer's Account.
• Card Load means the transmission of instructions by Versys to the Fuel Card Issuer to make funds available on a Fuel Card associated with Customer's Account.
• Carrier-Specific Data means the subset of System Data that is attributable to Customer's individual operations and is identifiable as belonging to Customer in non-anonymized form.
• Designated Funding Account means the Versys bank account used to receive Customer funding, which Versys maintains separately from its operating funds.
• Fuel Card means a fuel card issued through Versys's program with the Fuel Card Issuer that may be used by Customer and its Authorized Users to purchase diesel fuel and other approved truck-related products at participating fueling and truck-stop merchants on the WEX OTR network. Fuel Cards do not provide cash advances, do not provide ATM access, and cannot be used for general-purpose spending.
• Fuel Card Issuer means WEX Bank and its affiliate Electronic Funds Source LLC, which issue and process the Fuel Cards distributed under Versys's program.
• Fuel Wallet means the prefunded balance maintained for Customer within the Versys platform, into which Customer funds amounts by ACH, wire transfer, or Zelle, and from which Card Loads are funded.
• Processor means the third-party payment processor and connectivity provider that Versys uses to originate ACH funding and to link and verify Customer bank accounts. The Processor is an independent third party and is not an agent or affiliate of Versys.
• Schedule of Fees means the schedule of fees applicable to Customer's use of the Versys platform, as Versys may amend it from time to time in accordance with these Terms.
• System Data means all data generated by, processed through, recorded within, transmitted across, stored on, or derived from activity on the Versys platform, including without limitation transaction logs, card activity records, dispatch records, load data, driver assignments, route information, usage metrics, behavioral analytics, performance data, derivative analytics, and all metadata associated with any of the foregoing. System Data does not include User Content.
• TMS means the proprietary transportation management software platform owned and operated by Versys, including all dashboards, reporting tools, dispatch tools, document management features, and related functionality made available to Customer.
• User Content means documents that Customer or its Authorized Users affirmatively upload into the Versys platform that contain Customer-originated information, including without limitation rate confirmations, bills of lading, signed shipper contracts, invoices, and driver compliance records created by Customer prior to upload.

3. About Versys and the services

Versys provides two integrated services to United States commercial trucking carriers and fleets: a prefunded commercial fuel card program, and a transportation management software platform (the TMS) that is provided to qualifying Customers at no charge. Versys serves commercial carriers that hold motor carrier operating authority. Versys does not serve consumers.

Versys is a software and program-management company. Versys is not a motor carrier, a freight broker (within the meaning of 49 U.S.C. Section 13102(2)), a freight forwarder, or a factoring company. Versys does not transport freight, broker or arrange freight transactions, advance funds against invoices, factor invoices, set freight rates, or make operational or business decisions for Customer. The Fuel Cards are issued by the Fuel Card Issuer, and Versys is not a bank and does not take deposits.

Prefunded model. Versys operates the fuel card program on a strictly prefunded basis. Customer funds a Fuel Wallet in advance, and Versys applies those funds solely to prepay for diesel and related products purchased through the program. Versys does not extend credit to Customer and does not advance funds to Customer at any time. A Customer can spend only funds that have settled in its Fuel Wallet.

Nature of the balance. Funds that Customer prepays are received into the Designated Funding Account and are held as a prepaid balance pending fuel purchases. The Fuel Wallet is not a deposit account or other bank account, does not earn interest, and is not insured by the Federal Deposit Insurance Corporation or any other governmental insurance program. Versys is not a trustee or fiduciary with respect to Customer funds.

Regulatory position. Versys does not believe that its activities cause it to be a money services business or a money transmitter under applicable federal or state law. Versys does not transmit Customer funds to third parties on Customer's behalf. Notwithstanding its position, Versys voluntarily maintains a risk-based anti-money laundering and financial-crime controls program, including business verification, sanctions screening, funding controls, and transaction monitoring. Customer compliance obligations are described further in Sections 4 and 13.

4. Eligibility and account registration

To register for and use the Versys platform, Customer must, at a minimum:

• Operate, or work for, a United States-based trucking carrier, owner-operator, or other entity authorized to engage in motor-carrier activity.
• Hold active U.S. Department of Transportation (USDOT) and, where applicable, Motor Carrier (MC) operating authority that has been active for not less than six (6) months.
• Maintain a satisfactory or conditional safety rating with the Federal Motor Carrier Safety Administration (FMCSA) and not be subject to an out-of-service order.
• Provide accurate, current, and complete information during registration and keep it updated.
• Have legal authority to bind its business to these Terms, and be at least 18 years of age.

Customer may not register for or use the platform if Customer or its principals are listed on any United States government sanctions list, including the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List, are located in a country subject to a United States embargo, or have previously been banned from the platform by Versys.

Verification. Versys verifies Customer eligibility using public and commercial sources, which may include FMCSA records and commercial carrier-verification services, and screens Customer and its principals against applicable sanctions lists at onboarding and on an ongoing basis. Account approval is at Versys's sole discretion. Versys may decline to open an Account, require additional information, or impose conditions on activation.

Ongoing monitoring. Versys may, at any time, re-verify Customer eligibility, request updated documentation, monitor transaction patterns, and review Customer status with FMCSA and other sources. Versys may suspend or terminate the Account if Customer no longer satisfies the eligibility requirements.

5. Account, Authorized Users, and security

Authorized Users. Customer is fully responsible for all activity by its Authorized Users on the platform, including any breach of these Terms by an Authorized User. Customer must promptly revoke access for any Authorized User who is no longer authorized to act on Customer's behalf. Any act, omission, or breach by an Authorized User is treated as Customer's own act for purposes of these Terms.

Customer is responsible for maintaining the confidentiality of its login credentials and those of its Authorized Users, for all activity under its Account, and for promptly notifying Versys at support@versysinc.com of any suspected unauthorized access. Customer agrees not to share credentials outside its organization, not to use shared accounts (each user must have an individual login), and to use two-factor authentication and session-management controls when required by the platform.

Authentication and communications. Two-factor authentication on the Versys platform is delivered by email code only. The platform enforces single-session sign-in (signing in on a new device ends other active sessions) and an idle-session timeout. All communications from Versys to Customer are delivered by email and in-platform messaging. Versys does not use SMS or text messaging for any purpose, including two-factor authentication, transactional notifications, and marketing. A phone number collected during onboarding is used for customer-support contact only.

Versys may suspend or disable an Account that shows signs of compromise, abuse, or violation of these Terms.

6. Fuel Wallet and funding

6.1 Customer-directed funding. Customer controls when the Fuel Wallet is funded and in what amount. Customer initiates each funding by specifying an amount within the Versys platform, subject to the funding limits in Section 6.5 and any other limits established by Versys or the Processor.

6.2 Funding methods. Customer may fund the Fuel Wallet only by (a) ACH debit that Versys originates, through the Processor, for the amount Customer initiates within the platform, (b) wire transfer to the Designated Funding Account, or (c) Zelle transfer to Versys's designated receiving information. Versys does not accept funding by debit card, credit card, Apple Pay, Google Pay, or other card-network or digital-wallet methods. Versys may add or remove funding methods at its discretion, reflected in the platform and, where a new method is added, in updated terms.

6.3 ACH debit authorization. By linking a bank account and initiating an ACH funding amount, Customer authorizes Versys to originate an ACH debit entry to the linked account in that amount, and for recovery of any deficiency as described in Section 6.6. Customer links and verifies ownership of the bank account through the Processor before any debit is originated, and represents that it is an owner of, or authorized signer on, that account. The specific ACH debit authorization Customer provides during funding setup is set forth in the Funding Terms and Acknowledgment, which is incorporated into these Terms by reference. Customer may revoke the authorization by removing the linked account in the platform or by contacting support@versysinc.com, except as to any debit already initiated and Versys's right to recover a deficiency. Versys requires a reasonable period to act on a revocation.

6.4 Settlement before card loading. Versys will load funds onto a Fuel Card only after the corresponding funding transaction has fully settled in the Designated Funding Account. Card loading is contingent on settlement and is not based on the initiation, authorization, or pending status of a funding transaction. Target settlement timelines, measured from initiation, are approximately: wire transfer, same business day upon confirmed receipt; Zelle, approximately three (3) hours; and ACH debit, approximately one (1) business day. These timelines are targets, not guarantees, and depend on bank processing schedules, Processor performance, network availability, holidays, fraud screening, and other factors outside Versys's control. Versys has no liability for delays in settlement or card loading.

6.5 Funding limits. Versys establishes funding and balance limits for the Fuel Wallet based on the number of Fuel Cards registered to Customer's Account. As of the Effective Date, the standard funding limit is up to ten thousand United States dollars ($10,000) per calendar month per registered Fuel Card. Fuel Cards are issued on a per-driver basis. Versys may adjust these limits, and may set lower or higher limits for a particular Customer based on its risk assessment, upon notice through the platform or by other reasonable means. The Fuel Wallet is intended to hold funds Customer expects to spend on fuel and eligible products in the ordinary course and is not intended to hold idle balances unrelated to anticipated fuel purchases.

6.6 Failed, returned, or reversed funding. If a funding transaction fails to settle, is returned, is reversed, or is otherwise disputed by Customer or Customer's bank, the corresponding wallet credit will not occur, or, if previously credited based on Processor confirmation that is later reversed, will be debited from the wallet balance. If the wallet balance is insufficient to absorb the reversal, Customer remains fully liable to Versys for the deficiency plus any returned-payment fee in the Schedule of Fees. Versys may immediately suspend Card Loads, freeze the Account, apply other funds in the Fuel Wallet, and pursue collection. Customer authorizes Versys to originate an ACH debit to the linked account, or to apply other deposits, to recover any such deficiency. Before initiating a chargeback, dispute, or reversal, Customer agrees to first contact Versys at support@versysinc.com to attempt resolution.

6.7 Refunds and return of funds. Versys returns funds to Customer only in the following circumstances: (i) upon Account termination, with the remaining settled wallet balance returned within thirty (30) calendar days after the termination effective date as described in Section 17; (ii) in connection with a genuine overpayment or funding error; and (iii) by transaction reversal where a funding transaction is reversed or fails to settle. Return of funds is reviewed by Versys and is not an on-demand withdrawal feature. The Fuel Wallet does not provide a general right to withdraw balances on demand. Versys returns funds only to the Customer bank account from which the corresponding funds originated, less any amounts owed to Versys and subject to a hold for pending transactions, chargebacks, or disputed amounts. Versys does not provide cash, money-order, or paper-check refunds except in extraordinary circumstances at its discretion.

6.8 Legitimate source of funds. Customer represents and warrants that all funds used to fund the Fuel Wallet are derived from legitimate business activity and are not the proceeds of fraud, money laundering, or other unlawful conduct, and that all funding transactions are authorized by Customer and consistent with the policies of Customer's bank or payment provider.

7. Fuel Cards

7.1 Permitted use. Fuel Cards may be used only to purchase diesel fuel and other approved truck-related products at participating fueling and truck-stop merchants on the WEX OTR network. Fuel Cards do not provide cash advances, do not provide ATM access, and cannot be used for general-purpose spending.

7.2 Issuer and network dependency. Fuel Cards are issued and processed through the Fuel Card Issuer. Card acceptance, transaction authorization, fuel discounts, and card controls are subject to the rules, networks, and processing capabilities of the Fuel Card Issuer and participating merchants. Versys is not responsible for declined transactions, card processing outages, network unavailability, merchant non-acceptance, or any failure of the Fuel Card Issuer to perform. Data generated by Fuel Card transactions is processed through the Fuel Card Issuer's systems and is subject to the Fuel Card Issuer's own data, use, and privacy terms, available at https://www.wexinc.com/privacy-policy/.

7.3 Unauthorized use. Customer is responsible for all use of Fuel Cards by its Authorized Users and by any person who obtains access through Customer's Account or credentials. Customer must promptly notify Versys at support@versysinc.com of any lost, stolen, or compromised Fuel Card or credential.

8. License to use the TMS

8.1 License grant. Subject to Customer's compliance with these Terms and Customer's continued status as an active Account holder, Versys grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the TMS for Customer's internal business operations only.

8.2 Bundled with the Account; pricing. As of the Effective Date, access to the TMS is provided at no additional charge to Customers maintaining an active Versys Account. The TMS is bundled with the Versys Account and is not offered as a standalone product. If Customer closes its Account or these Terms are terminated, TMS access terminates concurrently. Versys may introduce, modify, or change TMS pricing in the future upon thirty (30) days prior notice, and continued use after the effective date of any change constitutes acceptance.

8.3 Restrictions. Customer shall not, and shall ensure its Authorized Users do not: resell, sublicense, white-label, lease, or commercially exploit the TMS or provide it to third parties as a service bureau; reverse engineer, decompile, disassemble, or attempt to derive the source code of the TMS; use automated tools, scrapers, bots, or similar mechanisms to access or extract data from the platform; remove or alter any proprietary notice; use the platform to build or train any artificial-intelligence or machine-learning model, or to develop a competing product; or interfere with, disrupt, or attempt to gain unauthorized access to the platform or any related systems.

8.4 Modifications and availability. Versys may add, modify, suspend, discontinue, or remove features of the TMS at any time. Versys will use commercially reasonable efforts to maintain availability but does not guarantee any specific uptime, response time, or service level, and the no-charge TMS is provided without any service level agreement. Versys has no liability for TMS downtime of any duration. If Versys discontinues the TMS entirely, it will provide at least sixty (60) days notice and a reasonable opportunity to export User Content.

9. Fees

The TMS is currently provided to qualifying Customers at no charge. Fees applicable to the fuel card program and to Customer's use of the platform are set forth in the Schedule of Fees and may include funding, transaction, returned-payment, card, and other fees. Certain fees charged by the Fuel Card Issuer, fuel networks, banking partners, the Processor, or other third parties may be passed through to Customer.

Versys may modify the Schedule of Fees at any time upon thirty (30) days prior notice by email, by posting on the platform, or by other reasonable means. Continued use after the effective date of a fee change constitutes acceptance. Customer authorizes Versys to deduct applicable fees from the Fuel Wallet balance, and where the balance is insufficient, to invoice Customer or originate an ACH debit to the linked account in accordance with the authorization in Section 6.3. Customer must notify Versys in writing of any disputed charge within thirty (30) days of the posting date; failure to do so constitutes acceptance of the charge.

10. Data ownership, use, and protection

This Section 10 is a material term of these Terms. By accepting these Terms, Customer acknowledges that the data ownership and use rights set forth here are a condition of the no-charge pricing and the services offered under these Terms.

10.1 Versys ownership of System Data. All System Data is and shall remain the sole and exclusive property of Versys Technologies Inc. Customer's use of the platform does not create any ownership interest, license, or other proprietary right in System Data, except for the limited rights expressly granted in Section 10.2. Personal information of natural persons that Customer uploads is handled in accordance with the Privacy Policy, under which Customer remains the controller and Versys acts as a service provider for purposes of applicable privacy law.

10.2 Customer ownership of User Content. Customer retains all right, title, and interest in and to User Content. Customer grants Versys a worldwide, non-exclusive, royalty-free, sublicensable license to access, store, process, index, copy, display, transmit, modify for technical purposes, and otherwise use User Content for purposes of providing the services, performing analytics, improving the platform, conducting fraud detection and risk management, and as otherwise permitted under these Terms and the Privacy Policy. Customer represents and warrants that it has all rights necessary to upload the User Content it provides, that the User Content is accurate and lawful and does not infringe any third-party right, and that, when uploading information about another person, Customer has a lawful basis to do so and has provided any required notices and obtained any required consents.

10.3 Versys use of System Data. Versys may use System Data, including Carrier-Specific Data in identifiable form, to operate, maintain, secure, and provide the platform; to perform fraud detection, risk management, and security monitoring; to develop, improve, and expand the platform and Versys's products and services; to generate reports and analytics for Customer's use; to conduct internal business analytics, forecasting, and planning; to negotiate with fuel suppliers, networks, and other partners using Aggregated Data; to comply with applicable law and legal process; and to enforce these Terms.

10.4 Non-disclosure of Carrier-Specific Data. Notwithstanding Versys's ownership of System Data, Versys will not sell, license, or transfer Carrier-Specific Data in identifiable form to any third party for commercial purposes; will not disclose Carrier-Specific Data in identifiable form to any direct competitor of Customer; will not use Carrier-Specific Data to solicit Customer's identified shippers, customers, or business contacts on behalf of any third party; and will treat Carrier-Specific Data as confidential, using reasonable measures to protect it from unauthorized disclosure. These commitments do not restrict Versys's use of Aggregated Data, which Versys may use without restriction.

10.5 Permitted disclosures. Versys may disclose Carrier-Specific Data to the Fuel Card Issuer and its affiliates as required to provide fuel card services; to Versys's service providers, vendors, and contractors subject to confidentiality obligations; as required by law, subpoena, court order, or governmental or regulatory authority, with notice to Customer where legally permitted; in connection with the investigation or prevention of fraud, security incidents, or violations of these Terms; and in connection with a merger, acquisition, financing, or sale of all or substantially all of Versys's assets, subject to comparable confidentiality protections.

10.6 Data following termination. Upon termination of these Terms for any reason, Versys's ownership of System Data generated prior to termination is unaffected, Customer's license to access the platform terminates, and Versys will retain Customer's User Content and Carrier-Specific Data for up to ninety (90) calendar days following termination, after which Versys may delete or anonymize such data, subject to longer retention required by law, regulation, or fraud-prevention need. During the ninety (90) day window, Customer may request an export of User Content in a standard format. Retention of other categories of data follows the schedule in the Privacy Policy, including audit logs retained for three (3) years, backups overwritten on a thirty (30) day rolling basis, and financial transaction records retained for the period required by applicable financial-services recordkeeping law, typically seven (7) years.

11. Privacy

Versys's handling of personal information is described in the Privacy Policy, available at https://app.versysinc.com/privacy, which is incorporated into these Terms by reference. By using the platform, Customer acknowledges that it has read and understood the Privacy Policy. Business customers that require a Data Processing Addendum for their own compliance obligations may request one by emailing support@versysinc.com.

12. Trucking-industry provisions

12.1 Customer regulatory compliance. Customer acknowledges that Customer, not Versys, is solely responsible for its compliance with the FMCSA, the DOT, applicable state motor-carrier rules, IRS recordkeeping requirements (including fuel tax, IFTA, and similar obligations), and any other laws applicable to its motor-carrier business. Versys does not provide legal, tax, or compliance advice, and the platform is not a substitute for qualified professional advice or for compliance audits.

12.2 Documents and recordkeeping. The platform allows Customer to upload, store, and manage documents such as bills of lading, rate confirmations, invoices, and driver compliance records. Customer is responsible for determining what documents are required by law for its operations, retaining records for the periods required by applicable law (which may exceed Versys's default retention), maintaining backup copies as it deems necessary, and producing documents to regulators, customers, or counterparties when legally required.

12.3 Public-registry data. The platform may look up information from FMCSA public databases. That information is provided by the United States government and is not warranted by Versys for accuracy, completeness, or timeliness. Customer should independently verify any registry data before relying on it for business or compliance decisions.

12.4 No broker, factor, or transportation services. Versys provides software and program management. Versys does not arrange loads, broker freight, advance or factor invoices, transport freight, or perform any regulated function described in Section 3. Any decision about whether to accept a load, extend credit to a customer, set a rate, dispatch a driver, perform a settlement, or carry out any other business operation is made by Customer in its sole judgment.

13. Compliance and financial-crime controls

Versys maintains a voluntary, risk-based anti-money laundering and financial-crime controls program calibrated to its size, stage, and customer base. The program includes verification of Customer identity and business standing, screening of Customer and its principals against applicable United States sanctions lists at onboarding and on an ongoing basis, funding controls including settlement before card loading and per-card funding limits, and monitoring of funding and card activity for unusual or potentially suspicious patterns. Versys may decline, hold, restrict, suspend, or close an Account, and may decline or reverse a funding transaction, where warranted to address suspected fraud, suspected money laundering, sanctions concerns, or other risk, or to comply with applicable law or the requirements of its banking and financial-technology partners.

14. Acceptable use

Customer may not use the platform to: engage in any unlawful activity or violate any applicable law or regulation; violate, infringe, or misappropriate the rights of any third party; send spam or unsolicited communications; upload, transmit, or distribute viruses, malware, or other harmful code; probe, scan, or test the vulnerability of the platform or attempt to breach security or authentication measures; attempt to access another tenant's data or accounts, the platform being multi-tenant with each Customer's data isolated from others; interfere with or disrupt the integrity, performance, or availability of the platform; scrape, harvest, crawl, or extract data by automated means; reverse-engineer or extract the underlying source code, algorithms, or models; misrepresent its identity, business, or authority to act for an entity; or use the platform in any manner that violates FMCSA, DOT, or other regulations applicable to its business. Violations may result in immediate suspension or termination of the Account without notice.

15. Intellectual property

The Versys platform, including all software, source code, designs, interfaces, content, documentation, trademarks, service marks, logos, and the Versys name and marks, is the exclusive property of Versys Technologies Inc. or its licensors and is protected by United States and international intellectual-property laws. Nothing in these Terms transfers ownership of, or any right in, the platform to Customer except for the limited license in Section 8. If Customer provides feedback, suggestions, or ideas about the platform, Customer grants Versys a perpetual, worldwide, royalty-free, sublicensable, irrevocable license to use, modify, and incorporate that feedback without obligation or compensation. Versys will not use Customer's name, logo, or trademarks for marketing without Customer's prior written consent, except to identify Customer as a customer in factual statements made in the ordinary course of business and as required by law.

16. Confidentiality

Each party may have access to non-public business, technical, or commercial information of the other party (Confidential Information). Each party will use Confidential Information only as necessary to perform under these Terms, will protect it with at least the same care it uses for its own confidential information of similar sensitivity and in no event less than reasonable care, and will disclose it only to employees, contractors, advisors, and service providers who need to know it and who are bound by confidentiality obligations at least as protective as these Terms. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully known before disclosure, is rightfully obtained from a third party without restriction, or is independently developed without reference to the disclosing party's Confidential Information. Either party may disclose Confidential Information to the extent legally required, with prompt notice to the other party where lawful.

17. Term, suspension, and termination

17.1 Term. These Terms begin on the date Customer first accepts them and continue until terminated under this Section. There is no minimum term, and neither party is obligated to maintain the relationship for any specified period.

17.2 Termination without cause. Either party may terminate these Terms without cause upon thirty (30) days prior notice to the other. Notice from Customer to Versys may be provided through the platform or by email to support@versysinc.com.

17.3 Termination by Versys for cause. Versys may terminate these Terms immediately, without prior notice, upon Customer's material breach that is not cured within ten (10) business days of notice (or any breach that, in Versys's reasonable judgment, is incapable of cure); suspected fraudulent activity, misuse of Fuel Cards, or unauthorized use of the platform; insolvency, bankruptcy, assignment for the benefit of creditors, or appointment of a receiver or trustee; loss of operating authority, out-of-service designation, or material adverse change in safety rating; a funding transaction that is returned, reversed, or fails and is not cured within five (5) business days; a sanctions screening hit or other regulatory event affecting Customer or its principals; violation of applicable law in connection with use of the platform; or any act that creates liability or risk of liability for Versys under Versys's agreement with the Fuel Card Issuer.

17.4 Suspension. Versys may suspend the Account, freeze the Fuel Wallet, halt Card Loads, or restrict TMS access at any time, with or without notice, if Versys reasonably determines that suspension is warranted to investigate suspected fraud, address a security concern, comply with applicable law, address a returned-payment event, or protect Versys, Customer, or third parties from harm. Suspension does not by itself terminate the Account.

17.5 Effect of termination. Upon termination, Customer's right to access the platform, including the TMS, ends; all Fuel Cards associated with the Account are deactivated; Versys returns any remaining settled Fuel Wallet balance to the originating Customer bank account within thirty (30) calendar days after the termination effective date, less any amounts owed to Versys and subject to a hold for pending transactions, chargebacks, or disputed amounts; Versys handles Customer data in accordance with Section 10.6 and the Privacy Policy; and provisions that by their nature should survive, including Sections 10, 15, 16, 18, 19, 20, and 21, survive. Except for the return of a remaining Fuel Wallet balance, fees paid by Customer to Versys are non-refundable upon termination.

18. Disclaimer of warranties

The platform, including the TMS, the Fuel Wallet, all Fuel Card services, and all data and reports provided by Versys, is provided on an as-is and as-available basis, without warranty of any kind, whether express, implied, or statutory. To the fullest extent permitted by applicable law, Versys disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; warranties arising from a course of dealing, usage, or trade practice; and warranties that the platform will meet Customer's requirements, be uninterrupted, error-free, or secure, that data will never be lost or corrupted, or that any data or information obtained from third parties or public registries (including FMCSA data) will be accurate or complete. Customer assumes all risk for its use of the platform. Some jurisdictions do not allow the exclusion of certain warranties, in which case the disclaimers apply to the maximum extent permitted by law.

19. Limitation of liability

19.1 Exclusion of indirect damages. To the fullest extent permitted by applicable law, in no event will Versys be liable to Customer or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, loss of goodwill, loss of business opportunity, or business interruption, arising out of or related to these Terms, regardless of the theory of liability and even if Versys has been advised of the possibility of such damages.

19.2 Cap on liability. Versys's total cumulative liability arising out of or relating to these Terms or Customer's use of the platform, from all causes of action combined and whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the greater of the total fees Customer has paid to Versys in the twelve (12) months preceding the event giving rise to the liability, or one thousand United States dollars ($1,000).

19.3 Specific exclusions. Without limiting the foregoing, Versys is not liable for delays in ACH, wire, or Zelle settlement or in card loading resulting from such delays; outages, downtime, or unavailability of the platform or any third-party network; loss, corruption, or unavailability of User Content or System Data; declined Fuel Card transactions or merchant non-acceptance; errors, inaccuracies, or omissions in data displayed on the platform, including FMCSA public-registry lookups; unauthorized use of the Account by Customer's Authorized Users or third parties who obtained access through Customer's Account; actions or omissions of the Fuel Card Issuer, banks, the Processor, fuel networks, or other third parties; or any consequence of suspension or termination of the Account in accordance with these Terms.

19.4 Essential basis. Customer acknowledges that the limitations in this Section reflect a reasonable allocation of risk and are an essential basis of the bargain, and that they apply notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow certain limitations, in which case Versys's liability is limited to the maximum extent permitted by law.

20. Indemnification

Customer shall defend, indemnify, and hold harmless Versys, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all third-party claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Customer's breach of these Terms; Customer's misuse of the platform or any Fuel Card; Customer's violation of any applicable law or regulation, including FMCSA, DOT, IRS, or state motor-carrier rules; any unauthorized use of Fuel Cards or the platform by Customer's Authorized Users, employees, drivers, contractors, or agents; any false, misleading, or fraudulent information provided by Customer; or any claim arising from Customer's User Content, business operations, or business decisions made using the platform.

Versys will promptly notify Customer of any claim subject to indemnification, provided that any failure or delay in notice does not relieve Customer except to the extent Customer is materially prejudiced. Versys may participate in the defense with counsel of its choosing at its own expense. Customer shall not settle any indemnified claim in a manner that imposes any obligation or admission on Versys without Versys's prior written consent.

21. Dispute resolution and arbitration

Please read this Section carefully. It requires the parties to resolve disputes through binding arbitration on an individual basis and waives the right to a jury trial and the right to participate in a class action.

21.1 Informal resolution. Before initiating any formal proceeding, the complaining party shall provide the other with written notice describing the dispute and the relief sought, and the parties shall make a good-faith effort to resolve it informally for thirty (30) days from the date of notice. Notice to Versys shall be sent to support@versysinc.com.

21.2 Binding arbitration. If the dispute is not resolved within thirty (30) days, any dispute, claim, or controversy arising out of or relating to these Terms or the platform, including its validity, breach, enforcement, interpretation, formation, or termination, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in effect at the time of filing. The arbitration shall be conducted in Clark County, Nevada, unless the parties agree otherwise, or by videoconference if the parties agree. Judgment on the award may be entered in any court of competent jurisdiction.

21.3 Arbitrator selection. Disputes in which the amount in controversy is one million United States dollars ($1,000,000) or less shall be decided by a single arbitrator. Disputes exceeding one million United States dollars shall be decided by a panel of three (3) arbitrators. Arbitrators shall be active members of the bar of the State of Nevada or retired judges of the Nevada judiciary, with experience in commercial matters.

21.4 Class action waiver. Any arbitration or legal proceeding under these Terms shall be conducted on an individual basis only. Neither party may bring any claim as a plaintiff or class member in a class, collective, consolidated, representative, or private attorney general action, and the arbitrator has no authority to arbitrate any claim on a class, collective, or representative basis.

21.5 Jury trial waiver. Each party voluntarily, intentionally, and irrevocably waives any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to these Terms.

21.6 Small claims and equitable relief. Notwithstanding this Section, either party may bring an individual action in a small-claims court of competent jurisdiction for matters that qualify, or seek injunctive or equitable relief from a court of competent jurisdiction in Clark County, Nevada, to protect its intellectual property, confidential information, or other proprietary rights. Seeking such relief is not a waiver of the right to arbitrate.

21.7 Attorneys' fees; confidentiality; governing act. In any arbitration or legal proceeding arising out of or related to these Terms, the substantially prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, arbitration fees, and other reasonable costs. The existence, content, and outcome of any arbitration shall be kept confidential by the parties and the arbitrator, except as necessary to enforce or challenge the award, as required by law, or as required in the ordinary course of business. This Section evidences a transaction in interstate commerce and is governed by the Federal Arbitration Act (9 U.S.C. Section 1 et seq.). The arbitrator, and not any court, shall have exclusive authority to resolve any issue regarding the interpretation, applicability, enforceability, or formation of this arbitration provision, except for issues regarding the class action waiver in Section 21.4, which shall be decided by a court. If the class action waiver is found unenforceable, the entire arbitration agreement in this Section is null and void, but the remainder of these Terms remains in effect.

22. Governing law

These Terms are governed by the laws of the State of Nevada, without regard to its conflict-of-laws principles, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 21, any action arising out of these Terms must be brought exclusively in the state or federal courts located in Clark County, Nevada, and each party consents to the personal jurisdiction and venue of those courts.

23. Changes to these Terms

Versys may update these Terms from time to time. For changes that materially affect Customer's rights or obligations, Versys will give at least thirty (30) days notice by email and through an in-app banner before the change takes effect. The Last Updated date at the top of these Terms always reflects the most recent revision. Customer's continued use of the platform after the effective date of any change constitutes acceptance. If Customer does not agree to a change, its sole remedy is to close its Account before the change takes effect.

24. General provisions

24.1 Entire agreement. These Terms, together with the MSA, the Funding Terms and Acknowledgment, the Privacy Policy, the End User License Agreement, and any other policies expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, understandings, and communications, whether oral or written. In the event of any conflict between these Terms and the MSA, the MSA controls.

24.2 Assignment. Customer may not assign or transfer these Terms, or any rights or obligations under them, without Versys's prior written consent, and any attempted assignment in violation of this Section is void. Versys may assign these Terms, in whole or in part, without Customer's consent in connection with a merger, acquisition, financing, corporate reorganization, or sale of all or substantially all of its assets, or to an affiliate.

24.3 Severability; waiver. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions continue in full force, and the invalid provision is modified to the minimum extent necessary to make it enforceable while preserving the parties' intent. No failure or delay in exercising any right is a waiver of that right, and no waiver of any breach is a waiver of any subsequent breach.

24.4 Force majeure. Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, governmental action, labor disputes, power or telecommunications failures, internet or utility outages, third-party service failures, and cyberattacks.

24.5 Independent contractors; no third-party beneficiaries. The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship. These Terms are for the sole benefit of the parties and their permitted successors and assigns, and create no third-party-beneficiary rights, including for any Authorized User.

24.6 Notices. Notices to Versys shall be sent by email to support@versysinc.com or by mail to Versys Technologies Inc., 400 S. 4th St, Suite 318, Las Vegas, NV 89101. Notices to Customer shall be sent to the email or physical address provided during onboarding or as updated by Customer.

24.7 Export controls; government users. Customer agrees not to export, re-export, or transfer the platform to any country or person prohibited by United States export-control laws. If Customer is a United States federal, state, or local government entity, additional terms may apply; contact support@versysinc.com.

24.8 Electronic acceptance and communications consent. Customer acknowledges that these Terms are accepted electronically and that its electronic acceptance, whether by clicking I Agree, creating an Account, depositing funds, or accessing the platform, has the same legal effect as a handwritten signature, and that these Terms and any related notices and amendments may be entered into and exchanged electronically. Customer consents to receive communications from Versys electronically, by email and in-platform messaging, regarding its Account, transactions, fee changes, security matters, and other matters related to the services. Versys does not use SMS or text messaging. Customer may opt out of marketing communications at any time but may not opt out of operational or transactional communications without closing its Account.

24.9 Headings. Section headings are for convenience only and do not affect interpretation.

25. Contact us

For questions about these Terms or the platform:

Email: support@versysinc.com

Mail: Versys Technologies Inc., 400 S. 4th St, Suite 318, Las Vegas, NV 89101

Copyright 2026 Versys Technologies Inc. All rights reserved.