Your agreement (“Agreement”) with GasLimit Inc. (“GasLimit”) shall consist of: (i) your web-based, electronic, telephonic or written consent to purchase a gas price protection product (a “Gas Cap”) from GasLimit (“Purchase Order”) and (ii) the terms and conditions contained herein.
1. Agreement to Sell and Purchase Gas Cap. GasLimit shall sell a Gas Cap to the customer identified in the Purchase Order (“Customer”) and Customer shall purchase from GasLimit the Gas Cap identified in the Purchase Order for the price listed in the Purchase Order.
2. Product Description: Gas Limit’s Gas Cap provides a gasoline price protection guarantee. Gas Cap customers are assured that if at any time during the term of the agreement gasoline prices rise above the contracted “Cap Price”, as surveyed by the reporting body chosen by GasLimit and published to the corresponding “location” and “fuel type”, which were listed in the agreement/offer, the customer will receive the difference between the published price and Cap Price for each “gallon per week” protected. However, should the published price in any week be reported below the cap, the customer shall not receive any reimbursement for that week.
3. Activation Fee: A Gas Cap is activated when the Customer pays the offered enrollment fee for the corresponding price cap, location, volume per week and term.
4. Price: In the event that the reporting body chosen by GasLimit is unable or unwilling to produce the “published price” for a given time period - a reasonably comparable retail gasoline price survey shall be used that most closely resembles the location footprint surveyed by the original reporting body. The United States Government’s Department of Energy’s Energy Information Administration (“EIA”) shall be the PRIMARY reporting body. Should the EIA fail to produce a surveyed price, a comparable survey provided by the American Automobile Association ("AAA") or Oil Price Information Service ("OPIS") shall be used to the corresponding location.
5. Reimbursement: GasLimit shall reimburse the customer based on the established definitions above with a monthly credit issued directly back via the transaction method used to purchase the Gas Cap. For example: should a customer use a credit card to activate the program, and for a given month during the term a credit is due to the customer for 2 of the 4 weeks, he/she shall receive the credit funds due via a one time credit issued to the credit card used at the end of the month.
6. Gallons Per Week: Customer is agreeing that the number of gallons established in the agreement PER WEEK DIRECLY CORELATES to the amount of gasoline he/she uses on average PER WEEK. GasLimit makes no guarantee that the reported mileage per gallon or vehicle type selected by the user is accurate when assisting with mileage or gallon estimates. Vehicle information is provided by a third party and no guarantees or promises are made regarding their accuracy. Vehicle and mileage information are used to establish a baseline average number of gallons per week consumed based on the number of miles driven provided by the user. Should the number of gallons actually consumed by the user differ from the contracted number of gallons in the GasLimit agreement, GasLimit shall only guarantee the price protection and pay the reimbursement when warranted on the contracted number of gallons established in the agreement.
7. Agreement Term. The Agreement shall be effective as of the date your Purchase Order is accepted by GasLimit (“Effective Date”) and shall continue for the period(s) of time listed in the Purchase Order.
8. Product Term: the reimbursement calculation shall take place every week between the start date and end date established in the agreement. Should the term of the agreement encompass a partial week, a prorated number of gallons, based on the number of days in a week, shall be used in the reimbursement calculation.
9. GasLimit Contact Information. Customer may contact GasLimit’s customer service center at 1-888-943-8427 (1-888-9-GETGAS) Monday through Friday 9:00 a.m. - 5:00 p.m. ET (customer service center hours are subject to change).
10. Information Release Authorization. Customer’s Purchase Order shall constitute Customer’s authorization for GasLimit and its agents to obtain and review information regarding Customer's credit history from credit-reporting agencies. GasLimit and its agents may use the information obtained from the credit reporting agencies to determine whether to sell Customer a Gas Cap. These authorizations shall remain in effect as long as the Agreement is in effect. GasLimit reserves the right to reject Customer’s enrollment or terminate its Agreement with Customer, in whole or with respect to any particular account(s) covered by the Agreement, in the event Customer rescinds these authorizations, or fails to meet or maintain satisfactory credit standing as determined by GasLimit. If a customer fails to remit payment in a timely fashion, GasLimit may report the delinquency to a credit-reporting agency.
11. Dispute Resolution. In the event of a dispute or disagreement involving this Agreement, Customer should contact GasLimit’s Customer Service Center as provided above.
12. Payment. Full payment for purchases of a Gas Cap shall be made at the time of purchase. Customer may pay by credit card, ACH transfer or other form acceptable to GasLimit.
13. Bonding & Assurance. GasLimit is bonded and insured with Wesco Insurance Company, a wholly owned susidary of Amtrust Financial Services, Inc.., (NASDAQ: AFSI) (" AmTrust Financial") a licensed insurance company. Should GasLimit fail to pay on any reimbursement within ninety (90) days of the settled months activity, subject to these terms and conditions and the customer contract, then the customer shall be entitled to seek reimbursement directly from Wesco Insurance Company.
14. Termination and Refunds. Customers may terminate a Gas Cap under extenuating circumstances, subject to the sole discretion of GasLimit. A Customer wishing to terminate a Gas Cap purchase must do so by written notice directed to at the address “GasLimit, Inc.
15. Default Liability. FOR BREACH OF ANY PROVISION OF THE AGREEMENT FOR WHICH AN EXPRESS REMEDY IS PROVIDED, SUCH EXPRESS REMEDY SHALL BE THE SOLE AND EXCLUSIVE REMEDY. THE BREACHING PARTY’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER DAMAGES AT LAW OR IN EQUITY SHALL NOT APPLY. IF NO EXPRESS REMEDY IS PROVIDED, GASLIMIT’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY (WHICH WILL NOT EXCEED THE AMOUNT CUSTOMER PAID FOR THE GAS CAP. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES AT LAW OR IN EQUITY ARE HEREBY WAIVED. IN NO EVENT SHALL GASLIMIT BE LIABLE FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT, THIRD-PARTY CLAIMS OR OTHER DAMAGES WHETHER BASED ON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, OR FOR LOST PROFITS ARISING FROM A BREACH OF THE AGREEMENT.
16. Governing Law. Jurisdiction and venue for any lawsuit brought to enforce any term or condition of the Agreement or to construe the terms hereof shall be exclusively in the State of New York. The Agreement shall be construed under and shall be governed by the laws of the State of New York.
17. Assignment. Customer may not assign this Agreement or a Gas Cap, in whole or in part, or any of Customer’s rights or obligations hereunder without the prior written consent of GasLimit. GasLimit may, without Customer’s consent: (a) transfer, sell, pledge, encumber or assign the Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial transaction; or (b) transfer or assign the Agreement, in whole or in part, to an affiliate of GasLimit.
18. Severability. If any provision of the Agreement is held by a court or regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force without being invalidated in any way.
19. No Warranties. Unless otherwise expressly set forth herein, GasLimit provides and Customer receives, no warranties, express or implied, statutory or otherwise, and GasLimit specifically disclaims any warranty of merchantability or fitness for a particular purpose.
20. Delay or Failure to Exercise Rights. No partial performance, delay or failure on the part of GasLimit in exercising any rights under the Agreement and no partial or single exercise thereof shall constitute a waiver of such rights or of any other rights hereunder.
21. Force Majeure. The term "Force Majeure" shall mean any cause not reasonably within the control of the party claiming suspension and which by the exercise of due diligence such party is unable to prevent or overcome. If either party is unable, wholly or in part, by Force Majeure to perform or comply with any of the terms or conditions of the Agreement, such party shall give immediate written notice (e-mail notice shall constitute written notice for purposes of this Section 15), to the maximum extent practicable, to the other party. Such obligations or conditions, so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused, and such party shall be relieved of liability and shall suffer no prejudice for failure to perform the same during the period. The party claiming suspension of obligations must in good faith attempt to mitigate and/or terminate the Force Majeure.
22. Taxes and Laws. Unless otherwise expressly agreed to in writing by GasLimit, all taxes of whatsoever kind, nature and description, due and payable with respect to Customer's performance of its obligations under the Agreement, shall be paid by Customer. The parties' obligations under the Agreement are subject to present and future legislation, orders, rules, or regulations of a duly constituted governmental authority having jurisdiction over the Agreement.
23. Entire Agreement. The Agreement (as defined in the Preamble above) sets forth the entire agreement between the parties. Any and all prior or contemporaneous agreements, understandings and representations between the parties, whether oral or written, are superseded by the Agreement.
24. Acceptance and Amendments. GasLimit may amend the terms of the Agreement at any time, consistent with any applicable law, rule or regulation. Where required by law GasLimit will provide notice to Customer of any such changes. The Agreement is binding upon the parties hereto and their respective successors and legal assigns.
