Terms & Conditions

Introduction

The following Terms and Conditions govern the use of the www.mspfuel.com website (the "Site") and the order and sale of products and services by MSP Fuel LLC, a Florida limited liability company (the "Provider" or "we"; "us" or "our") to you through the Site. These Terms and Conditions constitute a legally binding agreement between you and us, and your use of the Site, your placement of an order to purchase products or services from us, and/or your express acceptance of these Terms and Conditions shall constitute your acceptance of these Terms and Conditions and intent to be legally bound hereby.

You represent and warrant that you are legally competent to enter into these Terms and Conditions and that your use of the Site and/or our products or services does not and will not violate any applicable laws or regulations.

Products & Services

MSP Fuel offers coaching, training, implementation services, digital resources, assessments, events, community access, and related products and services. Our services include whole-team MSP coaching and focused implementation through Project Fuel, Technical Alignment Fuel and Service Desk Fuel, with supporting resources and member services.

The specific scope, term, access rights, fees, payment schedule, cancellation provisions, renewal terms, included users, and other commercial terms applicable to a purchased service are stated in the applicable order form, service agreement, enrollment document, or other written agreement provided by MSP Fuel. If a service-specific agreement conflicts with these general Site Terms, the service-specific agreement controls with respect to that service.

Any order or enrollment request submitted through the Site is subject to acceptance by MSP Fuel. We may accept or decline an order or enrollment request as permitted by applicable law and any controlling written agreement.

Prices

MSP Fuel does not publish program pricing on this Site. Pricing, taxes, fees, billing terms, and payment obligations for a purchased service are provided in the applicable order form, service agreement, enrollment document, invoice, checkout flow, or other written commercial terms presented to you. Where a service-specific agreement applies, those terms control.

Payment

You represent and warrant that you are authorized to submit any payment information that is submitted to us in connection with placing an order for our products or services. When placing an order, your billing address must correspond to the address of your credit card or other form of payment, otherwise we will not be able to process your order. You may pay for your purchase using any form of payment that we accept. You authorize us to charge the applicable card or payment method for any fees due and you represent and warrant that you are the cardholder of the applicable card or payment method. If your card or payment is rejected for any reason, we will have no obligation to fulfill your order. Any payment information must be provided by or with the permission of a person over the age of eighteen (18).

In the event you dispute the amount or validity of any payments, you must notify us within ten (10) days of payment. You expressly agree that your failure to notify us of any dispute within ten (10) days of payment will constitute your express waiver of any claims related to the disputed payment.

Technical Support

We provide technical support via email, telephone, or our online support forum. You may contact us via email at Support@MSPFuel.com or via telephone at (877) MSP-FUEL.

Site Usage

We reserve the right, without notice and in its sole discretion, to terminate your access and use of the Site, and to block or prevent future access to and use of the Site. You do not have the right to, and agree that you will not:

publish, publicly perform or display, make derivative uses of, or distribute to any third party the Site or any Site Materials, including reproduction on any computer network or broadcast or publications media
market, sell or make commercial use of the Site or any Site Materials
systematically collect and use any data or content including through the use of any spiders, scrapers, robots, automated processes, or similar data gathering, mining or extraction methods
interfere with the proper working of the Site
use, frame or utilize framing techniques to enclose any portion of the Site (including the images found at the Site or any text or the layout/design of any page or form contained on a page)

You will use your best efforts to cooperate with us on reasonable terms and conditions in the event we deem it necessary to seek to enjoin or otherwise prohibit the unauthorized use of the Site Materials by a third party, which use may have resulted from your access to the Site.

Registration and User Information

In order to purchase products or services from the Site, you may be required to complete a registration process and obtain a user account. When using the Site or ordering products, you will be required to provide information that includes your name, address, e-mail address, and phone number ("User Information"). You must provide complete and accurate information during the registration process and you have an ongoing obligation to update this information if and when it changes. You may disable your account at any time by contacting us at Support@MSPFuel.com or (877) MSP-FUEL.

You may also be asked to provide or create a username and password. You are solely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You are also solely responsible for all and any activities that occur under your registration or your User Information. You agree to notify us immediately of any unauthorized use of your account, username, or password.

We shall not be liable for any loss that you incur as a result of someone else using your account, username, or password, either with or without your knowledge. You may be held liable for any losses incurred by us and/or its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of your account, username, or password. To the fullest extent permitted by law, we reserve the right to terminate your registration or to refuse services or products to you, without prior notice to you, at any time and for any or no reason.

Authorized Users and Account Use

Access to the Materials is licensed on a per-user basis. An "Authorized User" is a named individual (i) who is an employee, contractor, or other personnel of the person or entity that holds the active subscription, license, or agreement with us, (ii) whose access has been provisioned by us, and (iii) who has agreed to be bound by these Terms and Conditions. Each Authorized User must have his or her own unique account credentials. Account credentials may not be shared, transferred, sold, or otherwise made available to any other person, including other employees, contractors, affiliates, parent or subsidiary entities, related companies, portfolio companies, or third parties. Each Authorized User may access the Materials only from accounts associated with that Authorized User.

If you hold a subscription, license, or agreement on behalf of an entity, you are responsible for the acts and omissions of all Authorized Users provisioned under your account, and for any access to or use of the Materials by any person using credentials issued to you or any Authorized User. We may, upon reasonable prior notice and no more than once per calendar year (or more frequently in the event of a reasonable suspicion of breach), inspect and audit usage logs, account activity, and Authorized User lists to verify compliance with these Terms and Conditions. We reserve the right to suspend or terminate any account, or to disable any Authorized User's access, immediately and without notice, if we reasonably believe these Terms and Conditions have been breached.

Customer Information

By purchasing or subscribing to our products or service, you hereby grant us a non-exclusive, worldwide, royalty free, perpetual license to use, copy, modify, create derivative works, display, store, publish, transmit, perform, distribute, reproduce any information provided by you in connection with your interaction with our Site or our products or services ("Customer Information").

You also grant us the right to use the Customer Information and any facts, ideas, concepts, know-how or techniques contained in any Customer Information or communication you send to us for any purpose whatsoever including, but not limited to, developing, promoting and/or marketing products and services. You represent and warrant that you own or have procured applicable rights with respect to any Customer Information.

You understand, acknowledge, and agree that you will not provide, publish, post, or otherwise transmit any information or other materials to us or through the Site that:

would infringe upon any third-party right
contains any virus, Trojan horse, worm, or other software routines or hardware components designed to permit unauthorized access
impersonates other people, particularly employees or representatives of MSP Fuel LLC
contains any information that you do not have the right to permit us to access or process
contains vulgar, profane, abusive, hateful, or sexually explicit language, epithets or slurs, text in poor taste, inflammatory attacks of a personal, sexual, racial or religious nature, or expressions of bigotry, racism, discrimination or hate
is defamatory, threatening, disparaging, inflammatory, false, misleading, deceptive, fraudulent, inaccurate, or unfair
unfairly interferes with any third party's uninterrupted use and enjoyment of the Site
advertises, disparages, promotes or offers to trade any products or services in any manner that does not comport with the purpose or spirit of the Site
discloses any personal identifying information relating to or images of a minor without consent
infringes any copyright, trademark, patent, trade secret, or other intellectual property right
is inappropriate for minors to view
contains links to any commercial or other websites
contains any content that constitutes, promotes or encourages illegal acts

License Grant

Subject to your continued compliance with these Terms and Conditions and the timely payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site, our products and services, and the Materials (as defined below) solely for your own internal business purposes during the term of your active subscription, license, or agreement with us. All rights not expressly granted are reserved by us. No license, ownership, or other right or interest in any of the Materials, our products and services, or any portion thereof is transferred to you, whether by implication, estoppel, or otherwise. Your right to access and use the Materials terminates automatically upon the expiration or termination of your subscription, license, or agreement with us for any reason.

Privacy Policy

For more information on how your personal information is collected and used please consult our Privacy Policy, which is incorporated into these Terms and Conditions by this reference.

Intellectual Property

You understand, acknowledge, and agree that our Site, our products and services, and all components thereof, including but not limited to the MSP Fuel Academy, the MSP Fuel Tracker, MSP Fuel OS™, the Luna AI assistant and any other proprietary AI tools, all electronic or printed information, data, images, videos, photographs, artwork, slide decks, worksheets, templates, calculators, spreadsheets, software, code, scripts, prompts, system prompts, model configurations, training materials, frameworks, methodologies, processes, workflows, KPI definitions, scoring rubrics, role definitions, operating cadences, playbooks, written content, audio content, video content, community content, and any other materials we make available to you (collectively, the "Materials"), contain proprietary information protected by copyright, trade secret, trademark, and other intellectual property laws. As between you and us, we retain all right, title, and interest in and to the Materials, including all intellectual property rights therein.

You will not, and will not permit, encourage, or assist any other person to:

commercialize, sell, rent, lease, lend, license, sublicense, distribute, publish, publicly display, publicly perform, broadcast, or transmit any Materials;
copy, download, screenshot, screen-record, transcribe, scrape, mirror, or otherwise reproduce any Materials, except to the limited extent strictly necessary for your authorized internal use;
modify, adapt, translate, port, customize, or create derivative works of any Materials;
reverse engineer, decompile, disassemble, reconstruct, or otherwise attempt to derive the source code, underlying logic, formulas, calculation methodology, data structures, workflow design, system prompts, training data, model weights, or methodology embedded in any Material;
recreate, reimplement, replicate, port, or rebuild any Material, in whole or in substantial part, in a different medium, file format, programming language, presentation layer, or technology, regardless of whether the resulting work is presented as original. For the avoidance of doubt, a work is a derivative work and is prohibited under these Terms and Conditions if it captures, reproduces, or substantially embodies the underlying logic, formulas, calculation methodology, data structure, workflow design, sequencing, integration, role definitions, KPI definitions, scoring rubrics, operating cadence, training architecture, or methodology of any Material, irrespective of the medium, file format, programming language, or technology in which it is later expressed;
use any Material, in whole or in part, to design, develop, train, fine-tune, evaluate, benchmark, validate, test, or improve any product, service, methodology, framework, platform, software, application, model, or other offering that is competitive with, substantially similar to, or intended to substitute for any of our products or services;
remove, obscure, or alter any copyright, trademark, confidentiality, or other proprietary notice contained in or on any Material; or
permit, enable, or facilitate access to the Materials by any person who is not an Authorized User under your active subscription, license, or agreement.

You will use commercially reasonable efforts to cooperate with us in the event we deem it necessary to seek to enjoin or otherwise prohibit any unauthorized use of the Materials by a third party, including without limitation any use that may have resulted from your access or your Authorized Users' access to the Materials.

AI Tools

Certain of our products and services include or are powered by artificial intelligence tools, including without limitation our Luna AI assistant (collectively, the "AI Tools"). The AI Tools are trained on, operate using, and incorporate our proprietary training data, methodologies, frameworks, content, and other Materials. Your access to and use of any AI Tool is subject to these Terms and Conditions, including the Intellectual Property section above, and to the following additional terms.

Ownership of AI Content

All inputs, prompts, outputs, responses, conversations, and other content generated by or received from any AI Tool (collectively, "AI Content") are derivative of our Materials. As between you and us, AI Content constitutes our proprietary information and Materials in its entirety, and we retain all right, title, and interest in and to all AI Content, including all intellectual property rights therein. Your use of AI Content is licensed to you on the same basis and subject to the same restrictions as other Materials under these Terms and Conditions, and only for so long as your subscription, license, or agreement with us remains active. You retain ownership of any input or prompt you submit to an AI Tool to the extent it is original to you and not derived from our Materials, but you grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, store, process, and analyze your inputs, prompts, conversations, and any associated metadata, including in anonymized or aggregated form, to operate, maintain, evaluate, secure, and improve our AI Tools and our other products and services.

AI Output Limitations and Disclaimer

You acknowledge and agree that artificial intelligence is an evolving technology and that AI Tools have inherent limitations. AI Content may be inaccurate, incomplete, outdated, inconsistent, biased, or otherwise unreliable. AI Tools may produce responses that appear coherent and authoritative but are factually incorrect or fabricated, a phenomenon commonly referred to as "hallucination." AI Content is provided for general informational and educational purposes only, does not constitute professional advice of any kind (including without limitation legal, accounting, tax, financial, employment, technical, security, or operational advice), and should not be relied upon as the sole basis for any decision. You are solely responsible for independently reviewing, verifying, and validating any AI Content before relying on or acting on it, including by consulting qualified professional advisors where appropriate. We make no representations or warranties of any kind, whether express or implied, regarding the accuracy, completeness, reliability, currency, suitability, non-infringement, or fitness for any particular purpose of any AI Content, and we expressly disclaim all such representations and warranties to the fullest extent permitted by law. We will have no liability for any decision made, action taken, or loss incurred in reliance on AI Content.

Use of AI in Our Service Delivery

We and our personnel may use AI Tools and Third-Party AI as part of our operations and the delivery of our products and services, including without limitation to draft, generate, summarize, analyze, format, or otherwise assist in the preparation of reports, analyses, recommendations, communications, deliverables, and other work product (collectively, "AI-Assisted Deliverables"). AI-Assisted Deliverables are subject to the same limitations described in the AI Output Limitations and Disclaimer above and may contain inaccuracies, errors, omissions, or content that does not necessarily reflect the considered views, advice, or judgment of our personnel. You are solely responsible for independently reviewing, verifying, and validating any AI-Assisted Deliverable, and any data, conclusion, recommendation, or representation contained therein, before relying on or acting on it, including by consulting qualified professional advisors where appropriate. AI-Assisted Deliverables remain our proprietary information and Materials and are subject to the same restrictions that apply to other Materials under these Terms and Conditions.

Restrictions on Use of AI Tools

You will not, and will not permit any other person to:

use any AI Content to train, fine-tune, develop, evaluate, benchmark, validate, improve, or otherwise inform any artificial intelligence or machine learning model, system, embedding index, retrieval-augmented generation system, prompt library, system prompt, or AI agent that is not provided by us;
use any AI Tool or any AI Content to design, develop, or train any product, service, methodology, framework, platform, or model that is competitive with, substantially similar to, or intended to substitute for any AI Tool or any of our other products or services;
engage in prompt injection, jailbreaking, or any other technique intended to circumvent any AI Tool's instructions, safety measures, or operational guardrails, or to extract any system prompt, training data, model configuration, or other proprietary content from any AI Tool;
access or interact with any AI Tool by automated means, including without limitation any bot, script, scraper, or programmatic interface, except through interfaces we expressly authorize in writing; or
misrepresent AI Content as having been generated by any source other than the AI Tool, or remove or alter any disclosures or notices we associate with AI Content.

Restrictions on Submission of Materials to Third-Party AI

You will not, and will not permit any other person to, submit, upload, paste, transmit, share, or otherwise provide any Materials, AI Content, or Confidential Information, in whole or in part, to any artificial intelligence, machine learning, large language model, generative AI, or similar tool, service, platform, model, or system that is not provided by us (each, a "Third-Party AI"). For the avoidance of doubt, "Third-Party AI" includes without limitation any consumer or enterprise AI assistant, chatbot, code assistant, transcription service, meeting recorder, summarization tool, content generation tool, retrieval-augmented generation system, embedding service, vector database, or AI-enabled productivity, search, browser extension, or application. This prohibition applies regardless of (i) whether the Third-Party AI's terms of service or account settings purport to disable training on user inputs or to delete user inputs after processing, (ii) whether the Third-Party AI is offered on a free, paid, trial, consumer, enterprise, or other basis, (iii) the form or format in which the Materials, AI Content, or Confidential Information are submitted, including direct entry, copy and paste, file upload, screen capture, screen recording, API call, browser extension, or automated capture, and (iv) your purpose in submitting such content, including for the purposes of summarization, translation, search, analysis, transcription, drafting, reformatting, or any other use. You are solely responsible for ensuring that any tool or workflow you use in connection with the Materials does not, by default or otherwise, transmit any Materials, AI Content, or Confidential Information to any Third-Party AI.

Prohibited Inputs

You will not submit to any AI Tool any information that is unlawful for you to disclose, that infringes the rights of any third party, or that contains sensitive personal information, payment card information, protected health information, or similar regulated data, except where we have expressly enabled and documented support for such information.

Confidential Information

You understand, acknowledge, and agree that the Materials, the Site, our products and services, our methodologies, frameworks, processes, KPI definitions, role definitions, training architecture, AI Tool configurations and prompts, business operations, pricing, financial information, customer information, and any other non-public information we make available to you or that you observe in connection with your access to or use of our products and services constitute our proprietary and confidential information (collectively, "Confidential Information"). The Materials are deemed Confidential Information in their entirety.

You will keep all Confidential Information in strict confidence, will not disclose any Confidential Information to any third party, and will not use any Confidential Information except as expressly authorized by us in connection with your authorized use of our products and services. You will protect Confidential Information using at least the same degree of care you use to protect your own confidential information of similar sensitivity, and in no event less than a reasonable degree of care. You will restrict access to Confidential Information to Authorized Users who have a need to know for the purposes authorized hereunder and who are bound by written obligations of confidentiality no less protective than these Terms and Conditions.

The obligations of confidentiality set forth above will not apply to specific information that you can demonstrate by competent written evidence pre-dating disclosure:

was already known to you, free of any obligation of confidentiality, prior to disclosure to you by us;
was generally available to the public, in the same combination, arrangement, sequencing, and configuration as embodied in the Materials, other than through any act or omission by you or your Authorized Users;
became generally available to the public, in the same combination, arrangement, sequencing, and configuration as embodied in the Materials, after disclosure to you and other than through any act or omission by you or your Authorized Users;
was lawfully obtained by you from a third party who was free to disclose it without any obligation of confidentiality to us; or
was independently developed by you or on your behalf without reference to, use of, or reliance on any Confidential Information.

The burden of establishing any of the foregoing exceptions rests with you. For clarity, the existence of similar concepts, terminology, frameworks, or methodologies in the public domain does not, of itself, place the Materials or any portion thereof in the public domain or otherwise relieve you of any obligation under these Terms and Conditions, because the proprietary nature of the Materials resides in the specific selection, sequencing, integration, arrangement, refinement, application, and expression as embodied in the Materials.

Upon the expiration or termination of your subscription, license, or agreement with us for any reason, or upon our written request, you will promptly, and in no event later than thirty (30) days thereafter, cease all use of, and destroy or return to us, all copies of all Confidential Information in your possession or control, including all copies stored on personal devices, cloud storage, internal systems, knowledge bases, and any other location, and you will provide us with written certification of such destruction or return signed by an authorized representative.

Unless indicated otherwise, all names, logos, trademarks, service marks, trade dress, and trade names are proprietary to us in the United States and other countries and may not be used by you or anyone else for any purpose without our prior express written consent.

Acknowledgment of Value

You acknowledge and agree that:

The Materials represent the substantial investment of time, effort, financial resources, and proprietary operating experience accumulated by us and our founders over many years, including through the actual operation of high-performing managed service providers and direct engagement with hundreds of MSP businesses across a wide range of operational scenarios.
The Materials derive independent economic value, both actual and potential, from not being generally known to, and not being readily ascertainable through proper means by, other persons who can obtain economic value from their disclosure or use, and we have implemented reasonable measures to maintain the secrecy of the Materials.
A material portion of the value of the Materials is constituted by what is commonly referred to as "negative know-how," which means knowledge accumulated through experience of approaches, methods, configurations, and decisions that do not work, fail to produce the intended result, or produce unintended adverse consequences. The avoidance of repeating such failed approaches constitutes independent economic value and is itself protected as Confidential Information and trade secret.
Even where individual underlying concepts, terms, metrics, or principles may exist in the public domain or be known within the managed services industry generally, the specific selection, arrangement, sequencing, integration, refinement, application, and expression as embodied in the Materials is proprietary to us and constitutes protectable intellectual property, including trade secret and copyrighted material.
You will not, in any forum or context, characterize, describe, or treat the Materials, or any portion thereof, as generic, common, publicly available, industry-standard, or otherwise not proprietary in a manner intended or reasonably likely to diminish or undermine our rights in the Materials. The existence of similar concepts elsewhere does not entitle you, any Authorized User, or any other person to copy, reproduce, reconstruct, repackage, reimplement, or otherwise reuse the Materials or any derivative thereof.

Non-Solicitation and Non-Circumvention

During the term of any active subscription, license, or agreement between you and us, and for a period of twelve (12) months following its expiration or termination, you will not, directly or indirectly, and will not permit any of your Authorized Users, employees, contractors, affiliates, parent or subsidiary entities, or related companies to:

solicit for employment, hire, engage, retain, or otherwise contract with any employee, contractor, coach, instructor, advisor, or other personnel of ours, in each case who is engaged with us at the time or who was engaged with us within the six (6) months preceding such solicitation, hiring, engagement, retention, or contracting, in any role that is the same as, similar to, or competitive with the role they performed for us;
engage any of our employees, contractors, coaches, instructors, or advisors to provide services that are the same as, similar to, or competitive with the services they provide as part of our products or services, outside of the framework of an active subscription, license, or agreement with us; or
encourage, induce, or attempt to encourage or induce any of our employees, contractors, coaches, instructors, or advisors to terminate his or her engagement with us.

The foregoing restrictions will not apply to general advertisements not specifically targeted at our personnel, or to the hiring of any of our personnel who responds to such a general advertisement without any direct or indirect targeted solicitation by you.

Earnings Disclosure

Earnings and success outcomes vary among individuals and are influenced by several factors including industry dynamics, operational capacity, marketing expenditure, and other relevant variables. The sales figures and results mentioned on the Site are specific to our experiences and should not be considered as guarantees or projections of your actual performance. These figures are presented for illustrative purposes only and should be interpreted as such.

Please note that the average individual engaging with business strategies, particularly those provided as 'how-to' guides, may experience minimal to no tangible results. Our references are intended purely for exemplification and should not be construed as promises of similar success.

Your actual results are subject to variances influenced by your professional background, expertise, dedication, and business acumen. As such, we make no representations or guarantees regarding your potential earnings or success.

Furthermore, it is important to acknowledge that all business ventures involve a degree of risk, alongside the need for consistent effort and proactive action. If you are not prepared to accept these aspects of business ownership, our services and guidance may not align with your expectations.

Errors, Inaccuracies and Omissions

Occasionally there may be information on our Site that contain typographical errors, inaccuracies or omissions that may relate to product or service descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Site or on any related website is inaccurate at any time without prior notice (including after you have purchased our products or services).

We undertake no obligation to update, amend or clarify information in the Site or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Site or on any related website, should be taken to indicate that all information in the Site or on any related website has been modified or updated.

Third Party Websites

You understand and agree that you may be able to link from the Site to websites or web pages owned or operated by, or on behalf of, parties other than us. If you are able to link to such other websites or web pages, you understand and agree that any products, services, or information available at such other websites or web pages, and the terms and conditions under which such products, services, and information are being offered, are being provided or determined solely by the entities that own or operate such sites or pages, and not by us. We are not responsible or liable for the content of any linked websites nor the accuracy of any information provided therein. We do not make any representations or warranties with respect to such third-party websites and are not responsible for their accuracy, sufficiency, veracity, completeness or timeliness. You acknowledge that if you access third party websites from the Site, you do so at your own risk. You understand that hyperlinks to third party websites do not imply that we endorse the content on, or the business of, the hyperlinked websites. You understand that you are solely responsible for determining the integrity and reliability of the information on the Site as well as any information found on third party websites linked to the Site. You agree that we shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. You are responsible for reviewing the applicable terms of use agreements and privacy policies of the third-party websites.

Binding and Entire Agreement; Assignment

We may amend, modify, supplement, or replace these Terms and Conditions at any time and in our sole discretion. Any such changes will be effective immediately upon posting the revised Terms and Conditions to the Site, and the "Last Updated" date will be revised accordingly. You are responsible for reviewing these Terms and Conditions periodically. Your continued use of the Site, your continued access to any product, service, platform, software, application, or community we make available, or your continued receipt of any benefits under any active subscription, license, agreement, statement of work, or order, in each case after the revised Terms and Conditions are posted, will constitute your acceptance of and agreement to be bound by these Terms and Conditions, as amended. Any reference in any agreement, statement of work, order, or other document, including any executed agreement with us, to these Terms and Conditions will be deemed a reference to these Terms and Conditions as amended from time to time and then in effect. Where any executed agreement between you and us conflicts with these Terms and Conditions, the executed agreement will control solely with respect to the specific conflict and only as to the parties to that agreement, and these Terms and Conditions will otherwise remain in full force and effect.

These Terms and Conditions constitute the entire, complete and only agreement between you and us regarding the subject matter contained herein, your use of the Site, and your order, purchase and use of products and services, and supersedes all proposals and prior agreements, whether oral or written, and all other communications between the parties relating to this subject matter. These Terms and Conditions may not be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend these Terms and Conditions or to enter an order which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both us and you. You may not assign this agreement or your order to any third party without our prior written consent. These Terms and Conditions will be binding upon and will ensure to the benefit of the parties and their heirs, successors and assigns.

Dispute Resolution

The parties hereto hereby stipulate that these Terms and Conditions and your order and purchase of products and services from us involve and impact interstate commerce. In the event of any dispute or claim arising out of or relating to these Terms and Conditions or your order, purchase, shipment, or delivery of products or services, such disputes and claims shall be resolved EXCLUSIVELY by BINDING ARBITRATION in Duval County, Jacksonville, Florida, under the rules of the American Arbitration Association, which arbitration shall be governed by and enforceable under the Federal Arbitration Act (9 U.S.C. §§ 1-16), and judgment on the award may be entered by any court having jurisdiction thereof.

The parties acknowledge and agree that any dispute about the enforceability or scope of these Terms and Conditions to arbitrate shall be decided by the arbitrator. All arbitration proceedings shall be maintained in strict confidence. The parties' mutual promises contained herein, including to arbitrate certain disagreements, rather than litigate them before courts or other bodies, provide consideration for each other for this entire clause.

Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in any court of competent jurisdiction for any actual or threatened breach of the Intellectual Property, AI Tools, Confidential Information, Acknowledgment of Value, or Non-Solicitation and Non-Circumvention sections of these Terms and Conditions, without the requirement of posting any bond or other security, and without waiving any other right or remedy available to that party, including the right to arbitrate any claim for damages. You acknowledge that any breach of those sections would cause us irreparable harm for which monetary damages alone would be inadequate.

No Class Actions and Waiver of Jury Trial

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE OR ANY PRODUCTS OR SERVICES PURCHASED VIA THE SITE, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THESE TERMS AND CONDITIONS, YOU AND PROVIDER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM OR CROSS-CLAIM BROUGHT BY PROVIDER OR YOU, AND ARE ALSO WAIVING THE RIGHT TO PARTICIPATE IN OR BE REPRESENTED IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

No Warranty

TO THE FULLEST EXTENT PERMITTED BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, AS TO THE PRODUCTS OR SERVICES OFFERED, ORDERED OR SOLD TO YOU, AND THE PRODUCTS AND SERVICES ARE SOLD AND PROVIDED TO YOU "AS IS" AND WITH "ALL FAULTS" AND WE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

NEITHER US, OUR AFFILIATED OR RELATED ENTITIES, NOR ANY PERSON INVOLVED IN THE CREATION, PRODUCTION, OR DISTRIBUTION OF THE SITE OR OUR PRODUCTS OR SERVICES WARRANT THAT THE FUNCTIONALITY AVAILABLE ON THE SITE OR IN CONNECTION WITH OUR PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CONTENT AND SITE MATERIALS THAT YOU ACCESS ON THE SITE IS PROVIDED SOLELY FOR YOUR CONVENIENCE AND INFORMATION ONLY.

Limitation of Damages and Liability

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATED OR RELATED ENTITIES, OR ANY PERSON INVOLVED IN THE CREATION, PRODUCTION, OR DISTRIBUTION OF THE SITE OR OUR PRODUCTS OR SERVICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR AGGRAVATED DAMAGES OR ANY SIMILAR DAMAGES OF ANY KIND OR NATURE, ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS, THE SITE OR ANY PRODUCTS OR SERVICES OFFERED, ORDERED, PURCHASED OR SOLD TO YOU, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, OUR COMPLETE, AGGREGATE AND TOTAL LIABILITY TO YOU FOR ALL AND ANY LOSSES, DAMAGES, CLAIMS, LIABILITIES, INJURIES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS AND CONDITIONS OR THE SITE OR ANY PRODUCTS OR SERVICES OFFERED, ORDERED, PURCHASED OR SOLD TO YOU SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO US FOR YOUR USE OF THE SITE AND/OR YOUR ACCESS AND USE OF OUR PRODUCTS OR SERVICES IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE YOU INCURRED SUCH LIABILITY.

CERTAIN STATE LAWS AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

For the avoidance of doubt, nothing in this section limits your obligations to us, your liability to us for breach of these Terms and Conditions (including without limitation any breach of the Intellectual Property, AI Tools, Authorized Users and Account Use, Confidential Information, Acknowledgment of Value, or Non-Solicitation and Non-Circumvention sections), or your indemnification obligations to us. Such obligations and liabilities are not subject to any cap or limitation under these Terms and Conditions.

Indemnification

You agree to indemnify, defend and hold harmless MSP Fuel LLC and its parent, subsidiaries, affiliates, partners, shareholders, members, managers, officers, directors, employees, interns, agents, distributors, and vendors from and against all and any actual or threatened claims, demands, damages, liabilities, costs or expenses, including reasonable attorneys' fees and expenses, resulting or arising out of your breach of any of these Terms and Conditions or your violation of any law or the rights of a third party.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to defend, indemnify or hold harmless MSP Fuel LLC, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Termination and Survival

Without limiting any other rights or remedies, we may suspend or terminate your access to the Site, the Materials, our products and services, and your account, in whole or in part, immediately and without notice, if we reasonably believe you have breached any of these Terms and Conditions, including without limitation the Intellectual Property, AI Tools, Confidential Information, Authorized Users and Account Use, Acknowledgment of Value, or Non-Solicitation and Non-Circumvention sections.

Upon any expiration or termination of your subscription, license, or agreement with us, or of your access to the Site or the Materials, for any reason: (i) all rights and licenses granted to you under these Terms and Conditions will immediately cease; (ii) you will immediately cease all use of, and will destroy or return, all Materials and Confidential Information as set forth in the Confidential Information section above; and (iii) the following sections of these Terms and Conditions will survive any such expiration or termination indefinitely or for the period otherwise specified therein: Customer Information, License Grant (solely with respect to the reservation of rights and the termination of license), Intellectual Property, AI Tools (with respect to AI Content received during the term), Confidential Information, Acknowledgment of Value, Non-Solicitation and Non-Circumvention, Limitation of Damages and Liability, Indemnification, Dispute Resolution, No Class Actions and Waiver of Jury Trial, No Warranty, Termination and Survival, and Additional Terms.

Additional Terms

Our waiver of a breach of these Terms and Conditions or our failure to exercise any right under these Terms and Conditions shall only be effective if in writing. It is your responsibility to provide us with the appropriate contact information if a waiver or request is desired. In no event shall any waiver constitute a waiver as to any other breach, whether similar or dissimilar in nature, or prevent the exercise of any right under these Terms and Conditions.

Whenever possible, each provision of these Terms and Conditions shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of these Terms and Conditions or the application of any provision to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be reduced to such scope as is reasonable and enforceable if possible. Otherwise, such provision shall be severed and ineffective to the extent of such prohibition or invalidity without it invalidating the remainder of the provisions of these Terms and Conditions or the application of the provision to the other parties or other circumstances.

The parties understand, acknowledge, and agree that nothing in these Terms and Conditions shall be construed to confer upon any other party the rights of a third-party beneficiary or give any other party any rights or benefits by, through, or under these Terms and Conditions. The parties acknowledge and agree that headings, titles and captions for particular paragraphs, sections and subsections of these Terms and Conditions have been inserted solely for reference purposes and should not be used to interpret or construe the terms of these Terms and Conditions.