This Agreement between PRIME, INC. (“Prime”) and CARRIER is made and entered between these parties freely and  with the knowledge and understanding of the terms and conditions of this Agreement and of the PRIME ADVANTAGE PLUS Agreement and shall be effective as of the date of its acceptance and execution by the parties.

WHEREAS, Prime participates with Comdata through the Prime Advantage Plus Program in providing certain vendor services to Carriers, including as it respects the Carrier’s participation as a party in the Comdata Agreement;

WHEREAS, in this Agreement the Carrier authorizes PRIME to enlist the CARRIER in the PRIME ADVANTAGE PLUS Agreement such that the CARRIER will be enrolled for eligibility in any fuel and truck service discounts and/or benefits offered by TA/PETRO to PRIME through the Prime Advantage Plus Program. CARRIER will be removed from any other previously enrolled TA/Petro fuel and truck service discount program(s).

WHEREAS, the CARRIER’s enrollment in this program is voluntary, and nothing obligates the CARRIER to enroll in the program. The CARRIER is entitled to engage in freight carriage services without enrollment in the Prime Advantage Plus Program.

NOW THEREFORE, in consideration of the covenants and agreements herein contained in this Agreement and its preamble, which Prime and Carrier acknowledge and agree, constitute good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I – RECITALS AND DEFINITIONS

• The recitals above are incorporated herein as if fully set forth in this Article and integrally evidence both parties’ intent to append to, and execute hereby, this Agreement.

• All terms used herein and not otherwise defined shall have the commonly understood meaning given to them in the course of dealing between parties like the undersigned.

II – LIMITATION OF LIABILITY

PRIME WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUBSCRIBER OR ANY OF ITS AFFILIATES FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE COMDATA AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF PRIME HAD KNOWLEDGE OF OR OTHERWISE SHOULD HAVE REASONABLY KNOWN OF THE LIKELIHOOD OF ANY ERRORS OR ANY RESULTING DAMAGES OCCURRING TO THE CARRIER. UNDER NO CIRCUMSTANCES WILL PRIME HAVE ANY LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE UNDER THIS AGREEMENT OR THE COMDATA AGREEMENT, INCLUDING FOR ANY CLAIMS OF INTENTIONAL NEGLIGENCE OR RECKLESS MISCONDUCT BY PRIME.  THE LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES CONTAINED WITHIN THIS AGREEMENT IS NON-NEGOTIABLE AND IS DESIGNED TO PROTECT PRIME GIVEN THAT PRIME IS FACILITATING THE PROVISION OF BENEFITS TO BE PROVIDED TO THE CARRIER THAT THE CARRIER WOULD NOT OTHERWISE ENJOY ABSENT PRIME’S PARTICIPATION WITH COMDATA. THIS PROVISION SHALL AT ALL TIMES BIND THE PARTIES, INCLUDING AT ALL TIMES FOLLOWING THE TERMINATION OF THE COMDATA AGREEMENT BETWEEN COMDATA AND THE CARRIER.

III CARRIER INDEMNITY OBLIGATIONS

Carrier shall defend, indemnify and hold harmless Prime and its officers, directors, employees, agents, successors and permitted assigns (each, “the Prime Indemnitee”) from and against, and without financial limitation, all claims, losses and liabilities, including reasonable attorneys’ fees arising out of or resulting from this Agreement or from the Comdata Agreement.

1. V. CARRIER ACKNOWLEDGEMENT

By signing below, Carrier further expressly acknowledges its complete understanding and express acceptance of the following:

IRRESPECTIVE OF ANY INFORMATION SUPPLIED BY PRIME, ITS AGENTS, OR ANY OTHER SUCH AFFILIATES, PRIME DOES NOT OFFER ANY GUARANTEE OF DISCOUNTS OR VENDOR PRICING AS PART OF THE CARRIER’S PARTICIPATION IN THE PRIME ADVANTAGE PLUS PROGRAM. WITHOUT EXCEPTION, PRIME RESERVES THE RIGHT TO HAVE CHANGES MADE TO THE PRIME ADVANTAGE PLUS PROGRAM WITHOUT NOTICE TO THE CARRIER. ANY DISCOUNTS ADVERTISED BY PRIME AND/OR COMDATA TO THE CARRIER ARE MEANT TO BE REPRESENTED AS ESTIMATES ONLY AND MAY BE INACCURATE, INCLUDING CONTAINING MATERIAL INACCURACIES.

• PRIME MAKES NO REPRESENTATIONS OR WARRANTIES AS IT IN ANY MANNER RESPECTS PRIME’S COMPANY FUEL OPTIMIZER, AND FUEL OPTIMIZATION SUGGESTIONS SUPPLIED BY PRIME MAY BE INACCURATE.
• PRIME MAKES NO REPRESENTATIONS OF WARRANTIES AS IT IN ANY MANNER RESPECTS PRIME’S ROUTING SOLUTIONS, INCLUDING AS IT RESPECTS LAWFUL USAGE OF HIGHWAYS, INTERSTATES OR OTHER SUCH ROADWAYS OR BASED ON ANY OTHER OPERATIONAL CONSIDERATIONS
• PRIME SHALL, WITHOUT LIMITATION, RETAIN THE RIGHT TO COLLECT, POSSESS, ANALYZE, DISTRIBUTE AND OTHERWISE MAKE COMMERCIALLY REASONABLE USE OF DATA COLLECTED FROM CARRIERS AS PART OF THE COMDATA PROGRAM
• PRIME RESERVES THE RIGHT TO DISCONTINUE THE CARRIER’S ASSOCIATION WITH THE PRIME ADVANTAGE PLUS PROGRAM AS IT RESPECTS ANY PRIME BENEFITS FOR ANY LAWFUL REASON AND WITHOUT THE CARRIER POSSESSING ANY RIGHT TO RECOURSE FOR CLAIMED DAMAGES
• THE CARRIER WARRANTS ITS UNDERSTANDING THAT IT SHOULD ALWAYS EXERCISE ITS INDEPENDENT PROFESSIONAL JUDGMENT IN MAKING USE OF ANY INFORMATION ASSOCIATED WITH THE COMDATA PROGRAM (INCLUDING ISSUED BY PRIME), INCLUDING ANY INFORMATION INVOLVING ROUTING, FUEL SELECTION, OR OTHER RELATED SUCH LOGISTICAL/OPERATIONAL CONSIDERATIONS
• THE CARRIER EXPRESSLY WARRANTS ITS UNDERSTANDING AND AGREEMENT THAT PRIME IS NOT A DIRECT PARTY OR A THIRD-PARTY BENEFICIARY TO THE COMDATA AGREEMENT THAT BINDS THE CARRIER WITH THE VARIOUS FUEL VENDORS WHO DISPENSE FUEL THROUGH THE COMDATA AGREEMENT, INCLUDING BUT NOT LIMITED TO TA/PETRO.