Terms and Conditions

Welcome to our website, www.refuel-solutions.com (the “Site”), which is operated by Aviation Tech Partners UG (“Refuel,” “Company,” “we,” “us,” “our”). Refuel allows you and your organization to access advanced sustainable fuel intelligence services designed to optimize supply chains, reduce costs, and enhance sustainability outcomes. These Terms of Service (“Terms”) form a binding contract between you and Refuel. Please read these Terms and our Privacy Policy (refuel-solutions.com/privacy) carefully because they—along with other posted policies, rules, and guidelines—govern your use of and interaction with our Site, products, services, and our communications with you. To make these Terms easier to read, we use the word “Services” here to collectively describe and encompass our Site, affiliated websites, software, products, services, APIs, applications, and our communications with you. These Terms govern your access to and use of our Services, whether as a guest, visitor, registered user, or account holder, as applicable. By using the Services, you accept and agree to be bound and abide by these Terms. If you do not agree with any part of the Terms, you must not use the Services and are prohibited from doing so.

Important Notice Regarding Arbitration

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER THAT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST REFUEL ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW

Changes to Terms and Services

Our Services are evolving, and we may update the Services and the Terms from time to time. If we modify the Terms, we'll let you know either by posting the updated Terms on the Services or through other communications. It's important that you review the Terms whenever we update them or when you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don't agree to be bound by the updated Terms, then you may not use the Services anymore and are prohibited from doing so. We may, at our sole discretion, change or discontinue all or any part of the offerings we provide via our Services, at any time and without notice. You acknowledge that Refuel may establish general practices and limits concerning the use of the Services, including the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Refuel's or its third-party service providers' servers on your behalf. You agree that Refuel has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to the Services. You acknowledge that Refuel reserves the right to terminate or suspend accounts and credentials that are inactive for an extended period of time. You further acknowledge that Refuel reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Accessing the Services

You are responsible for obtaining the necessary data network access to use the Services. If you access or use the Services from your device, your mobile network's data and messaging rates and fees may apply. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Refuel does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. Additionally, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Refuel reserves the right to modify, revise, or remove the Services we provide, including the Site, at our sole discretion without notice. We may restrict access to some parts of the Site or other Services. Refuel will not be liable for any outages to the Site or other Services that may occur, for whatever reason.

Who May Use the Services?

You may use the Services only if you are 18 years or older (or the legal age of majority in your jurisdiction), capable of forming a binding contract, and are not barred from using the Services under applicable law. If you wish to use certain features of the Services, you'll need to register for an account. It's important that you provide us with accurate, complete, and up-to-date information for your account, and you agree to update such information to keep it accurate, complete, and up-to-date. If you fail to do so, we reserve the right to suspend or terminate your account. You agree that you won't disclose your account password to anyone and that you'll notify us immediately of any unauthorized use of your account. You're responsible for all activities that occur under your account, whether or not you are aware of them. Refuel reserves the right to disable any account username, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion for any or no reason, including if, in our opinion, there has been a violation of any provision of these Terms or other posted policies, guidelines, or rules.

Your Account

As part of the registration or account creation process, you will create login credentials (“Refuel User ID”) by selecting a password and providing an email address or by linking another account. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Refuel User ID a name that you don't have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

The Services

About the Services

Refuel's Services allow you to optimize and manage sustainable fuel supply chains by providing advanced intelligence on procurement, logistics, and sustainability. Refuel provides access to data, analytics, and intelligence services necessary for optimizing high-level decision making related to the needs of key stakeholders in the sustainable fuel market. You acknowledge and agree that Refuel serves as an intermediary in providing these intelligence services, not as a direct supplier or manufacturer of sustainable fuel products. Refuel also provides API integrations, enabling you to embed our intelligence services into your own products or services, and share actionable insights with your end users.

Pricing

You agree to pay all costs and fees associated with your use of the Services, including all costs and fees (a) presented in the Refuel dashboard or checkout page where orders for services may be directly placed, (b) provided via the API if you are acquiring or offering services through an API integration, (c) written in an applicable order form (if applicable) that you agreed to, or (d) otherwise agreed between the parties. You also agree to pay any costs or fees associated with making payments or transferring money, such as wire fees. For clarity, if you are using the Refuel checkout links to direct your end users to a Refuel checkout page where they can purchase services directly from Refuel, the costs and fees associated with those end-user purchases will be collected by Refuel from the end users and will not be charged or invoiced to you, unless otherwise agreed.

Payment Methods and Processing

We use a third-party payment processor to bill you through the payment method linked to your account or otherwise provided in connection with a transaction (“Payment Method”). You must provide and maintain a current, complete, and accurate Payment Method, and you represent and warrant that you have the legal right to use any such Payment Method. Refuel assumes no liability or responsibility for any payments you make through the Service. We reserve the right to correct any errors or mistakes made by the Payment Processor, even if payment has already been requested or received. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand. You authorize us to attempt repeat charges on your Payment Method if an initial attempt to charge fails.

Purchases

If you purchase services or data through an associated Order Form or through the Refuel Platform, your payment amount (less any applicable fees) will be placed in an account and held by Refuel on your behalf until the service is fulfilled with the applicable third-party provider. If you purchase services that are ready prior to the execution of the Order Form, they will be fulfilled within thirty (30) days from the date of payment, or earlier. Services that are not ready at the time the Order Form is executed will be fulfilled within thirty (30) days from the date of payment or the service readiness date, whichever is later. While we strive to have services fulfilled on or before those deadlines, third-party providers may experience delays for various operational reasons. In such cases where a service has not been fulfilled within the timeframes set forth in this section, you may choose to contact us to either request an estimate of the new fulfillment date, request an expedited fulfillment, or request a full refund including any applicable fees. Services are deemed to be fulfilled when they are either transferred to the applicable account or completed by Refuel on your behalf, and the relevant documentation has been provided to you. Upon receipt of the amount owed by you for a purchase order, Refuel will reserve the appropriate allocation of services or data in our system to prevent any double counting or out-of-stock events. We will also provide you with a Refuel-branded certificate or summary that includes the details of the services or data you have purchased and the associated fulfillment status.

Promotions and Discounts

Refuel may offer discounts or promotions (“Promotions”) from time to time, which may result in different amounts charged for the same or similar feature, product, or service. Any applicable sales and use taxes and service fees will be calculated based on the discounted value after the Promotion is applied. Certain Promotions may only be redeemed once you achieve a specified minimum fee threshold, and any sales or use taxes or service fees do not count towards achieving such a threshold. Unless otherwise stated by us in writing, you may only use one Promotion at a time and cannot combine Promotions or other discounted offers. You may not sell or transfer your Promotion. We may modify or cancel any Promotion at any time. If you violate these Terms, Refuel reserves the right to cancel your Promotion.

Access to Our APIs

The provisions of this section apply only if you access or use the Refuel application program interface (“API”) endpoints, which allow you to integrate our sustainable fuel intelligence services into your own products or services and offer these capabilities to your customers or third parties. By accessing or using the Refuel API endpoints, you acknowledge and agree to all the provisions of this section.

Your Applications

Subject to the restrictions below, we grant you a non-exclusive, worldwide, non-transferable (subject to the section 'Intellectual Property'), limited license to access our APIs and documentation only as necessary to develop, test, and support an integration of your application (an 'Application' or 'App') with the Services. You may charge for your Application; however, you may not add an additional markup to the services or data on a per-service or per-purchase basis, nor may you sell, rent, lease, sublicense, redistribute, or syndicate access to any of our APIs.

Here Are the Rules

Your license to access our APIs and documentation is limited and subject to the following restrictions: you will not: (A) access our APIs or documentation in violation of any law or regulation; (B) access our APIs in any manner that (i) compromises, breaks, or circumvents any of our technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or users of the Services, or (iii) tests the vulnerability of our systems or networks; (C) access our APIs or documentation in order to replicate or compete with the Services; (D) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our APIs or Services; or (E) attempt to use our APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage.

Transparency & Reporting

If you offer your Application for use by others outside your organization, you must maintain a user agreement and privacy policy for your Application, which is prominently identified or located where users download or access your Application. Your privacy policy must meet applicable legal standards and describe the collection, use, storage, and sharing of data in clear, understandable, and accurate terms. You must promptly notify us in writing via email to hello@refuel-solutions.com of any breaches of your user agreement or privacy policy that impact or may impact customers or users of the Services. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

Our Right to Suspend Access and Audit

If we believe that there is a violation of these Terms that can be remedied by your modification or update of your Application, we will, in most cases, ask you to take direct action rather than intervene. In such instances, we may use your name, address, and other contact details to contact you or provide this contact information to any third party that reasonably, in Refuel's sole determination, claims that you do not possess all of the necessary intellectual property rights. In some instances, we may directly step in and take what we determine to be appropriate action if you are not responsive, or if we believe there is a credible risk of harm to us, the Services, our customers or users, or any third parties. Refuel also reserves the right to audit your Application to ensure it does not violate our terms and policies. You agree to cooperate with inquiries related to such an audit and provide us with proof that your Application complies with our terms and policies.

Reservation of Rights

You retain your ownership rights in your Application, and we own and will continue to own our APIs, documentation, and Services, including all related intellectual property rights therein. All of our rights not expressly granted by these Terms are hereby retained.

Feedback is Welcome

The more suggestions we receive, the better our APIs become. Please submit feedback to us at hello@refuel-solutions.com. If you send us any feedback or suggestions regarding the APIs or documentation, there is a chance we will use it, so you grant us an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you. If we choose not to implement the suggestion, please don't take it personally. We appreciate it nonetheless.

Your Representations and Warranties

Consent to Electronic Communications

Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or SMS messages (including text messages) from Refuel or anyone calling on its behalf, you expressly consent to be contacted by Refuel and anyone calling on its behalf for any and all purposes arising out of or relating to this Agreement or your use of the Services, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using an auto-telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voicemail, or send one via text. You consent to receive SMS messages (including text messages), calls, and messages (including prerecorded and artificial voice and autodialed) from Refuel, its agents, representatives, affiliates, or anyone calling on its behalf at the specific number(s) you have provided to Refuel, or numbers we can reasonably associate with your account (through skip trace, caller ID capture, or other means), with information or questions about your account or use of the Services. You certify, warrant, and represent that the telephone numbers you have provided to us are your correct and current contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us and agree to promptly alert us whenever you stop using a particular telephone number. Your cellular or mobile telephone provider will charge you according to the type of plan you carry. You also agree that we may contact you by email, using any email address you have provided to us or that you provide to us in the future. We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we may listen to and record calls for quality monitoring purposes. You consent to receive communications from us in electronic form should we so elect, including any and all disclosures and other communications that are required by law.

Third Party Sites and Resources

The Services may contain references or links to third-party websites or resources. We provide these references and links only as a convenience and are not responsible for the content, products, or services on or available from those third-party websites or resources or links displayed on such websites. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Refuel is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. Refuel has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Refuel will not and cannot monitor, verify, censor, or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Supply Partners

Refuel has and will continue to assess the methodological legitimacy of projects listed on its platform across multiple criteria. Refuel's vetting process includes reviewing data and documentation provided by the Supply Partners, and also may include third-party evaluations. While all projects and their associated services will undergo Refuel's review and assessment before listing, not all services or products will have been certified by an independent third-party certification body. You acknowledge and agree that the availability of any given Supply Partner or service within the Refuel Platform is not an endorsement, recommendation, or sponsorship of such Supply Partner or service by Refuel. You also acknowledge and agree that it is not possible for Refuel to verify the accuracy or completeness of all of the information that it obtains from or about Supply Partners. You acknowledge the possibility that: (a) Supply Partners may inadvertently or intentionally provide inaccurate information to Refuel about themselves, their projects, or the services that they are offering to make available through the Refuel Platform; (b) Supply Partners may inadvertently or intentionally omit relevant information to Refuel about themselves, their projects, or the services that they are offering to make available through the Refuel Platform; (c) Supply Partners may be unable to create, transfer, or certify certain services or products despite their commitment to Refuel that such services or products would be created, transferred, or certified; (d) Supply Partners may experience business disruptions that cause them to be in breach of their agreements with Refuel or otherwise unable to provide or certify services which they offered for sale through the Refuel Platform; (e) similar errors, misrepresentations, omissions, negligence, or misconduct may occur on the part of Supply Partners which could cause them to be in breach of their agreements with Refuel or otherwise unable to provide or certify services which they offered for sale through the Refuel Platform. You therefore agree that Refuel shall have no liability to you for any actual, financial, emotional, monetary, or reputational harms in such cases of Supply Partner error, misrepresentation, omission, negligence, misconduct, or failure to fulfill their obligations to you or to Refuel. In the event that you need to seek legal recourse against a Supply Partner, you may request Refuel's assistance in resolving the dispute with the Supply Partner prior to the commencement of any formal legal proceeding. In some cases, a particular service or product purchased may not actually become available. This might be due to operational failure, financial circumstances of the Supply Partner, delays that impact the timing of the service, among other reasons. You acknowledge and agree that, in such cases, Refuel will notify you and request that you select an alternative service or a refund, and that you must respond to Refuel's notice within 10 days in order to exercise your choice, otherwise Refuel will select an alternative service for you. Refuel shall not be liable to you for any loss or damage incurred in the event where a particular service or Supply Partner has become unavailable.

Marketing of Services

Any content or copy that you make public to promote, market, or describe the services or Supply Partners, or your purchase of services, must either have been provided to you by Refuel, by the relevant Supply Partner, or otherwise approved by either.

Disintermediation Policy and Fees

You acknowledge that Refuel uses substantial labor and effort to provide the Services to you, specifically in identifying and contracting with Supply Partners to make their services available via the Refuel Platform. You agree that during the term of this Agreement, you will not circumvent or attempt to circumvent Refuel by soliciting the sale of services directly from any Supply Partner known by you to be a Supply Partner of Refuel, without Refuel's prior written consent. Should you breach your representations and warranties in this section, you shall pay Refuel a one-time fee equal to twenty-five percent (25%) of the annual estimated payment from you to such Supply Partner.

Prohibited Uses

Intellectual Property

Ownership and License Grant

You expressly acknowledge and agree that, as between you and Refuel, Refuel owns all worldwide rights, and interest in and to the Services, including all worldwide intellectual property rights therein. Subject to your compliance with this agreement (including, without limitation, payment of the applicable costs and fees), Refuel hereby grants you a non-exclusive and perpetual license to use the Refuel Services only for your own internal use. Unless otherwise stated in this Agreement, or in an amendment thereto, you do not have a right to transfer, sublicense, or otherwise distribute the Services to any third party. Except as expressly authorized in this agreement, you may not copy or modify the Services, in whole or in part. You acknowledge that the Services constitute and contain trade secrets of Refuel and its licensors, and, in order to protect such trade secrets and other interests that Refuel may have in the Services, you agree not to disassemble, decompile, or reverse engineer the Services nor permit any third party to do so, except to the extent such restrictions are prohibited by law. Your rights in the Services will be limited to those expressly granted in this agreement. Refuel reserves all rights and licenses in and to the Services not expressly granted to you under this Agreement.

General Intellectual Property Compliance

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, user submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any content you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise exploit for any purpose any content not owned by you, (i) without the prior consent of the owner of that content or (ii) in a way that violates someone else's (including Refuel's) rights.

User Submissions

Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” You hereby grant Refuel a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer), and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to provide and operate the Services. You agree that the license you grant is royalty-free, perpetual, irrevocable, and worldwide. You understand and agree that Refuel, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so. You are responsible for all User Submissions you contribute or provide, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.

Open Source

The Services may contain or be provided together with open source software. Each item of open source software is subject to its own license terms. If required by any license for particular open source software, Refuel makes such open source software, and Refuel's modifications to that open source software (if any), available by written request to hello@refuel-solutions.com. Copyrights to the open source software are held by the respective copyright holders indicated therein.

Feedback

We welcome feedback, comments, and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at hello@refuel-solutions.com. You hereby grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, sublicensable (through multiple tiers), fully-paid, royalty-free license to use, copy, modify, create derivative works based upon, and otherwise exploit for any purpose any Feedback you provide us, however provided.

Copyright Policy

If you believe in good faith that any content on the Services infringes your copyright, you may send us a notice requesting that the content be removed. The notice must include: (a) your (or your agent's) physical or electronic signature; (b) identification of the copyrighted work on our Site that is claimed to have been infringed (or a representative list if multiple copyrighted works are included in one notification); (c) identification of the content that is claimed to be infringing or the subject of infringing activity, including information reasonably sufficient to allow us to locate the content on the Services; (d) your name, address, telephone number, and email address (if available); (e) a statement that you have a good faith belief that use of the content in the manner complained of is not authorized by you or your agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that you or your agent is authorized to act on behalf of the copyright owner. If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent (identified below): (a) your physical or electronic signature; (b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (d) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the courts located in Berlin, Germany, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, Refuel will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion. Notices and counter-notices should be sent to our Copyright Agent at Aviation Tech Partners UG, 13 Friesenstrasse, Berlin, 10965, Germany, Attn: Legal, or hello@refuel-solutions.com. There can be penalties for false claims under the DMCA. We suggest that you consult your legal advisor before filing a notice or counter-notice. In accordance with applicable law, Refuel has adopted a policy of terminating, in appropriate circumstances and at Refuel's sole discretion, Users who are deemed to be repeat infringers. Refuel may also at its sole discretion limit access to the Services and/or terminate the registrations of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Restricted Persons and Entities

You represent and warrant that neither you, nor your organization (if applicable), nor any subsidiaries, nor any officers, directors, or employees, nor any agents or other third-party representatives acting on behalf of you or your organization's subsidiaries or affiliates, is currently, or has ever been subject to U.S., EU, or other applicable sanctions or trade control restrictions, including those imposed by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce's Bureau of Industry and Security (BIS), or the European Union (collectively, “Restricted Persons”). Restricted Persons include, but are not limited to: (i) persons on the List of Specially Designated Nationals or other applicable sanctions or export control lists; (ii) persons organized, resident, or located in an Embargoed Country (presently including Cuba, Iran, North Korea, Syria, and the Crimea region, the Donetsk People's Republic (“DNR”) and Luhansk People's Republic (“LNR”) of Ukraine); (iii) persons otherwise subject to blocking or asset freeze sanctions; and (iv) persons ultimately owned, 50 percent or more, directly or indirectly or otherwise controlled by the foregoing. In connection with the Agreement, you shall comply with all applicable economic sanctions, export control, and anti-corruption laws, rules, and regulations, including, but not limited to, the U.S. Export Administration Regulations, the regulations administered by the Office of Foreign Assets Control, and the U.S. Foreign Corrupt Practices Act.

Jurisdictional Issues

Refuel makes no representation that the Services are appropriate or available for use in your jurisdiction. If you choose to access the Site or Services, you do so on your own initiative and are responsible for compliance with any applicable local, state, and federal laws, rules, and regulations.

Termination

You're free to stop using the Services at any time. Please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services. Refuel is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Upon deactivation of your account for any reason, you shall immediately pay to us all of your outstanding unpaid sums. Refuel has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Account termination may result in the destruction of any content associated with your account, so keep that in mind before you decide to deactivate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone's safety or security, or otherwise harmful to the rights or property of Refuel. If you have deactivated your account by mistake, contact us immediately at hello@refuel-solutions.com, and we will try to help, but unfortunately, we can't promise that we can recover or restore anything.

Disclaimer

Products and services purchased or offered through the Services, including without limitation the emissions estimates and analytics, are provided “AS IS” and without any warranty of any kind from Refuel (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY REFUEL ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Refuel also makes no representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for (i) the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services, (ii) any failure or delay in service fulfillment.

Reliance on Information Posted

The information presented throughout the Site and Services is made available for general informational purposes only. Refuel does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to the Site, or by anyone who may be informed of any of its contents.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL REFUEL (OR ITS LICENSORS OR SUPPLY PARTNERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) €1000 OR (II) THE AMOUNTS PAID BY YOU TO REFUEL IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, (C) ANY ACTS, OMISSIONS, OR FAILURES OF A SUPPLY PARTNER, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF BIOFUEL SERVICES AND INTELLIGENCE ENTAILS INHERENT RISKS, AND THAT REFUEL SHALL HAVE NO LIABILITY TO YOU WHATSOEVER IN CONNECTION WITH THE ACTUAL OUTCOMES ACHIEVED BY THE PROJECTS OR SERVICES UTILIZED THROUGH THE REFUEL PLATFORM.

Indemnity

To the fullest extent allowed by applicable law, you agree to indemnify and hold Refuel, its affiliates, officers, agents, employees, and Supply Partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys' fees) arising from or in any way related to any third-party claims relating to (a) your use of the Services (including any actions taken by a third party using your account or claims by your customers arising from their use of the Services through your products), (b) your violation of these Terms, and (c) your violation of a Supply Partner's rules, policies, terms of service, or any agreement between you and a Supply Partner. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment

You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Refuel's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Dispute Resolution by Binding Arbitration

Please read this section carefully as it affects your rights.

(a) Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Refuel, whether arising out of or relating to these Terms (including any alleged breach thereof, as well as any dispute related to this Arbitration Agreement), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. You agree that, by entering into these Terms, you and Refuel are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

(b) Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND REFUEL AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND REFUEL AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

(c) Pre-Arbitration Dispute Resolution

Refuel is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at hello@refuel-solutions.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Refuel should be sent to Aviation Tech Partners UG, 13 Friesenstrasse, Berlin, 10965, Germany, Attn: Legal (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Refuel and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Refuel may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Refuel or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Refuel is entitled.

(d) Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the rules and procedures of the German Arbitration Institute (DIS), as modified by this Arbitration Agreement. For information on DIS, please visit its website at https://www.disarb.org/. Information about the DIS Rules and fees for commercial disputes can be found on its commercial arbitration page. If there is any inconsistency between any term of the DIS Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Refuel and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by DIS. If your claim is for €10,000 or less, Refuel agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the DIS Rules. If your claim exceeds €10,000, the right to a hearing will be determined by the DIS Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

(e) Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the DIS Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys' fees will be governed by the DIS Rules.

(f) Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

(g) Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

(h) Future Changes to Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, Refuel agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Refuel written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Governing Law and Venue

Except as otherwise provided in the Arbitration section, these Terms will be governed by the laws of Germany, without regard to its conflict of laws provisions. With respect to any disputes or claims not subject to arbitration, you hereby agree to submit to the personal and exclusive jurisdiction of the courts located within Berlin, Germany.

Survival

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, disclaimers, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us.

Electronic Signatures

For some activities related to the Services, Refuel may permit you to use a personal computer equipped with an active connection to an internet service provider to access your accounts and documents and to perform certain transactions as available. To facilitate this, you may be given the option to sign or agree to certain documents including, but not limited to, quotes, updates, notifications or other information that you request, transaction receipts, documents requiring your signature, or any other documents (“Communications”) electronically by either checking the appropriate box or engaging in a similar online process as instructed online. You agree that by checking the appropriate box within or adjacent to the applicable Communication or engaging in a similar online electronic consent process, you are providing your electronic signature and agree to be bound by the terms and provisions of such Communication just as if you had signed your name to a paper document.

Miscellaneous

Taxes and Reporting

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Refuel may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.

Use of Marks

While the Agreement is in force, you agree that, to the extent you provide such things to Refuel, Refuel may include your company logo and profile on any website it maintains for customers of Refuel's services, and you hereby grant the license necessary for Refuel to do so. You consent to the publication of your company's name by Refuel as a Refuel customer.

Non-Waiver and Enforceability

The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. Except as otherwise stated herein, if any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable, except as otherwise provided in the Arbitration provision.

Complete Agreement

You and Refuel agree that these Terms (including any applicable order form(s)) are the complete and exclusive statement of the mutual understanding between Refuel and you (including your employees, agents, and contractors), and that these Terms supersede and cancel all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms.

Relationship

You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venturer of Refuel, and you do not have any authority of any kind to bind Refuel in any respect whatsoever.

Third-Party Beneficiaries

Other than Supply Partners, which shall be third-party beneficiaries with respect to the sections entitled Limitation of Liability and Indemnification, you and Refuel agree there are no third-party beneficiaries intended under these Terms.