Fleet Suite One — Terms & Conditions

These Terms & Conditions ("Terms") constitute a legally binding agreement between Fleet Suite One, LLC ("FS1," "we," "our," or "us") and the business entity you represent ("Customer," "you," or "your") governing access to and use of FS1's websites, dashboards, mobile apps, APIs, and related products or services (collectively, the "Services").

1. Definitions

• Account: A registration profile enabling you to access the Services and, where applicable, a Stripe Treasury financial account or Stripe Issuing card issued in your business's name.
• Connected Account: Your business's Stripe account provisioned by FS1 for Treasury, card issuing, or payments.
• Stripe Treasury Platform: Banking-as-a-Service infrastructure provided by Stripe Payments Company and its FDIC-member partner banks.
• Content: All data, text, files, and materials uploaded to or generated by the Services.
• Fleet Data: Operational information such as VINs, maintenance logs, driver details, loan documents, and transaction histories.

2. Acceptance & Changes

By creating an Account, clicking an "I Agree" button, or using the Services, you accept these Terms and any policies referenced (including our Privacy Policy).

We may update the Terms from time to time. Material changes will be posted in-dashboard or emailed at least 30 days before taking effect. Continued use after the effective date constitutes acceptance.

3. Eligibility & Business Use Only

• U.S. Businesses: You must be domiciled in the United States with a valid EIN.
• Authority: The natural person accepting these Terms must have full authority to bind the Customer entity.
• KYC/KYB: You agree to provide accurate information and documentation FS1 or Stripe requests to satisfy identity-verification, sanctions-screening, and anti-money-laundering requirements.
• No Consumers: You will not use the Services for personal, family, or household purposes. Any personal-use Account is subject to immediate termination.

4. Our Role & Stripe Treasury

• Not a Bank: FS1 is a software platform. Treasury accounts are provided by Stripe Payments Company, a licensed money transmitter, with funds held at partner banks (Members FDIC).
• Account Opening: Upon successful KYC/KYB, FS1 will instruct Stripe to open one or more Treasury financial accounts in your business's name. You authorize FS1 and Stripe to act on your behalf to initiate ACH, wire, and card transactions per your instructions.
• Card Issuance (Optional): Business debit or charge cards may be issued through Stripe Issuing and Celtic Bank (Member FDIC). Card use is subject to separate network rules and Stripe Issuing terms.
• FDIC Insurance: Balances are eligible for FDIC pass-through insurance only to the extent provided to Stripe's partner banks and subject to regulatory limits ($250,000 per depository institution, per customer, per ownership category).
• Fees: Treasury, ACH, wire, and card-issuance fees are disclosed in your dashboard or a separate pricing schedule and may change with 30 days' notice.

5. Customer Obligations

• Accurate Information: Keep all business, ownership, and contact details current.
• Security: Maintain commercially reasonable safeguards (password hygiene, MFA, device security) and notify FS1 of any unauthorized access.
• Permitted Use: Use the Services solely for lawful fleet-related business purposes. You may not:
  • Engage in illegal, deceptive, or abusive activity;
  • Infringe intellectual-property or privacy rights;
  • Introduce malware, interfere with networks, or circumvent security;
  • Resell or sublicense the Services without written consent.
• Compliance: You are responsible for complying with all federal, state, and local laws governing your fleet, finances, payroll, and taxes.

6. License & Intellectual Property

FS1 grants you a limited, non-exclusive, non-transferable, revocable license to use the Services during the Term. FS1 retains all rights not expressly granted.

You grant FS1 a license to use Fleet Data solely to provide and improve the Services, comply with law, and enforce these Terms.

7. Confidentiality

Each party must protect the other's non-public information with the same care it applies to its own (but at least reasonable care) and may use it only as permitted by these Terms or required by law.

8. Term & Termination

• Term: These Terms remain in effect until terminated by either party.
• Termination for Convenience: You may close your Account at any time via dashboard or written notice. FS1 may terminate with 30 days' notice.
• Termination for Cause: FS1 may suspend or terminate immediately if you breach these Terms, fail KYC/KYB, engage in prohibited activity, or pose undue risk.
• Effect: Upon termination, your access ceases; outstanding balances become immediately due; Treasury funds will be returned per your instructions or applicable law.

9. Disclaimer of Warranties

The Services are provided "AS IS" and "AS AVAILABLE." FS1 disclaims all warranties—express, implied, or statutory—including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted availability. You assume all risk arising from your use.

10. Limitation of Liability

To the maximum extent permitted by law:

• Indirect Damages: FS1 is not liable for any indirect, incidental, special, consequential, or punitive damages (including lost profits, revenues, data, or goodwill), even if advised of the possibility.
• Cap: FS1's aggregate liability for any claim relating to the Services will not exceed the greater of (a) total fees you paid FS1 in the 12 months preceding the claim or (b) $10,000.
• Exceptions: The above limitations do not apply to liabilities that cannot be limited by law.

11. Indemnification

You will indemnify and hold harmless FS1, its affiliates, officers, directors, employees, and agents from any third-party claim, loss, or expense (including reasonable attorneys' fees) arising out of:

• Your breach of these Terms;
• Your Content or Fleet Data;
• Your violation of law or third-party rights;
• Any fraudulent, negligent, or willful misconduct by you or your personnel.

12. Governing Law & Dispute Resolution

• Law: These Terms are governed by the laws of the State of Delaware without regard to conflict-of-law principles.
• Venue: Except for claims subject to arbitration, the state or federal courts in New Castle County, Delaware have exclusive jurisdiction, and the parties consent to personal jurisdiction there.
• Arbitration (Optional Fast-Track): If both parties agree in writing, any dispute may be submitted to binding arbitration under the Commercial Rules of the American Arbitration Association in Wilmington, Delaware. Judgment on any award may be entered in court.
• Class Waiver: All disputes must be brought in each party's individual capacity; class or representative actions are not permitted.

13. Export & Sanctions Compliance

You represent you are not subject to U.S. sanctions or located in an embargoed country, and you will not use the Services in violation of U.S. export-control laws or sanctions regulations.

14. Miscellaneous

• Entire Agreement: These Terms and referenced policies constitute the entire agreement and supersede prior understandings.
• Severability: If any provision is unenforceable, the remainder remains in effect.
• Assignment: You may not assign these Terms without FS1's written consent. FS1 may assign to an affiliate or successor.
• Force Majeure: Neither party is liable for failure to perform due to events beyond reasonable control (e.g., natural disasters, acts of war, internet outages).
• Independent Contractors: The parties are independent contractors; no partnership, joint venture, or agency is created.
• Headings: Headings are for convenience only and do not affect interpretation.
• Survival: Sections 6-12 and any provisions that by their nature should survive will survive termination.

15. Contact

Fleet Suite One, LLC
254 Chapman Rd, Ste 208 #23212
Newark, Delaware 19702, USA
✉️ [email protected]

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.