Terms and Conditions

Effective Date: March 31, 2026

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING THE RIGHTS AND OBLIGATIONS OF SCL CUSTOMERS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MAY APPLY. CUSTOMERS SHOULD READ IT CAREFULLY.

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.

Southern Counties Lubricants LLC Terms and Conditions Summary

Important: This summary highlights key provisions of Southern Counties Lubricants, LLC (“SCL”). Terms and Conditions for convenience only. It does not modify or replace the full Terms and Conditions. In the event of any inconsistency, the full Terms and Conditions control.

1. Scope and Applicability: These Terms cover all SCL goods, services, equipment rentals, credit accounts, and participation in the Cardlock program. By purchasing SCL products, using SCL services, or entering a contract referencing these Terms, customers agree to be bound by them.

2. Payment Terms:Customers must pay all invoices in full and on time. Late payments may incur a 2% monthly service charge (or the highest allowed by law), and SCL may charge collection costs, including attorneys’ fees. Accepting partial payments or delaying action does not waive SCL’s rights.

3. Security Interest: For goods sold on credit, SCL retains a purchase money security interest (PMSI) in the goods until all amounts are fully paid. Customers must keep goods identifiable, cooperate with SCL in maintaining the security interest, and allow access for verification. These rights continue until all balances are fully paid.

4. Delivery and Acceptance: SCL delivers products to the location listed in the order or contract. Delivery times are estimates, and partial deliveries may occur and be invoiced separately. Customers should inspect deliveries promptly and notify SCL of any shortages, defects, or issues within 24 hours; otherwise, goods are deemed accepted. Title to goods passes on delivery, but SCL retains a security interest until full payment. SCL is not liable for delays beyond its control and may withhold delivery if the customer is in default.

5. Credit Terms: SCL may approve, adjust, or revoke credit at any time. Credit is for business use only. Purchases above your credit limit must still be paid. SCL may request financial statements, banking information, personal guarantees, or electronic funds transfer authorization. Customers must notify SCL promptly of material changes in ownership, financial condition, or legal status. Default under one agreement may trigger default under all agreements, and insolvency or bankruptcy makes all amounts immediately due.

6. Cardlock Terms and Conditions: Cardlock fuel cards are for commercial use only. Customers are responsible for all charges made with the card, including loss, theft, unauthorized use, or fraud, until SCL receives written notice. Unauthorized use must be reported within five days. Users must be trained on applicable safety requirements, and SCL may suspend or terminate card use or adjust limits at its discretion. Claims for defective fuel or disputed charges must be reported within 15 days. SCL may audit Cardlock activity to ensure compliance.

7. Rented Equipment (GEAR Program): Equipment provided under a rental or GEAR program remains SCL’s property. Customers are expected to use it only with SCL products, maintain it in good working condition, and return it when required. Customers bear the risk of loss, theft, or damage while the equipment is in their possession. Some arrangements may include minimum product purchase requirements; failure to meet them may result in a rental fee or required equipment return. SCL disclaims all warranties on equipment except applicable manufacturer warranties. Customers are responsible for environmental or property damage related to equipment use.

See the full Rented Equipment (GEAR Program) section in the complete Terms and Conditions for additional details regarding installation, maintenance, inspection, return procedures, rental fee calculations, and related rights and obligations.

8. Indemnification: Customers must protect and defend SCL from claims, damages, or liabilities arising from product or equipment use, storage, transport, environmental issues, or violations of these Terms or applicable law. These obligations survive the end of the agreement.

9. Limitation of Liability: SCL’s liability is limited to the value of the product or service purchased. SCL is not responsible for indirect or consequential losses, such as lost profits or business interruption. Exceptions include unpaid charges or damages resulting from gross negligence or willful misconduct.

10. Compliance with Law: Customers must comply with all applicable laws, regulations, and ordinances when using, storing, transporting, or reselling SCL products.

11. Warranty Disclaimer: SCL does not provide warranties beyond any manufacturer warranties. No employee or agent may make additional promises, and customer remedies for warranty issues are through the manufacturer only.

12. Notices: Notices must be in writing and delivered by hand, certified mail, or overnight service. Routine communications, invoices, and account updates may be sent by email. Both parties can update their notice addresses with written notification.

13. Modification of Terms: SCL may update these Terms at any time. Continued use of SCL products or services indicates acceptance of the updated Terms. These Terms take priority over conflicting purchase orders or other customer documents.

14. Arbitration and Governing Law: Any disputes will be resolved through binding arbitration in Orange County, California. Arbitration is individual only; class actions are not allowed. Both parties waive the right to a jury trial. Arbitration and awards are confidential except as required by law. California law governs these Terms.

15. Entire Agreement and Severability: These Terms represent the complete agreement between SCL and the customer. If any provision is invalid, the rest of the Terms remain in effect.

16. Electronic Signatures and Acceptance: Customers may accept these Terms by signing a contract, submitting an online order, or using any legally recognized electronic method. Electronic or scanned signatures are treated the same as original signatures.

Note: This summary is provided for convenience only. The full Terms and Conditions control in the event of any conflict.

1. Scope and Applicability

These Terms and Conditions are published by Southern Counties Lubricants, LLC (“SCL”) as the central and authoritative source for the terms governing, among other things, (a) the sale and provision of SCL’s goods and services; (b) the extension of credit to Customers by SCL; (c) equipment rentals; and (d) participation in SCL’s Cardlock Program. These Terms are maintained online to ensure consistency and clarity across all SCL transactions and to facilitate their incorporation by reference into SCL’s written contracts and agreements with commercial customers. By entering into any agreement or transaction with SCL, or by referencing these Terms in a contract, the Customer agrees to be bound by the applicable provisions herein. For purposes of these Terms: “Customer” means any individual or entity purchasing SCL goods or services or using SCL Cardlock services; and “Terms” means these Terms and Conditions together with any written agreement between SCL and Customer, signed by an authorized representative of each party, that incorporates these Terms and Conditions by reference. SCL reserves all rights not expressly granted herein.

2. Payment Terms

(a) Obligation to Pay. Customer shall pay all charges for goods and services in full and without deduction, setoff, or counterclaim, as specified on SCL invoices or statements. Payment is due on the terms stated in the relevant contract or invoice. If no payment terms are stated, Customer shall pay all charges promptly upon receipt of an invoice from SCL.

(b) Late Payment and Service Charges. If any charges are not paid when due, Customer shall pay a service charge of 2.0% per month (or the highest rate allowed by law) on the unpaid balance. This service charge is not interest on a loan or a finance charge, but an agreed charge for failure to timely pay for goods and services received.

(c) Collection Costs. If Customer’s account is referred for collection, Customer will pay all reasonable attorneys’ fees, costs, and expenses incurred by SCL in collecting amounts due, whether or not litigation is commenced.

(d) No Waiver. SCL’s acceptance of partial payment or failure to exercise any right or remedy shall not constitute a waiver of any rights under these Terms or applicable law.

3. Security Interest

This Section applies to all goods sold by SCL on credit.

(a) Grant of Security Interest. To secure payment of all amounts due to SCL, Customer hereby grants SCL a purchase money security interest (“PMSI”) in all goods sold and delivered by SCL to Customer, including all accessions, replacements, and proceeds thereof.

(b) Perfections and Filing. Customer authorizes SCL to file one or more financing statements, amendments, or other documents, signed only by SCL if permitted by law, to perfect, maintain, and enforce its security interest. Customer shall cooperate with SCL and execute any additional documents or take any actions reasonably requested by SCL to effectuate or maintain perfection of the security interest, including providing information necessary for filings and notifications.

(c) Priority and Remedies. SCL may seek purchase money priority under applicable law and may provide notice to other secured creditors as required. In the event of default, SCL shall have all rights and remedies of a secured party under the Uniform Commercial Code or other applicable law, including the right to repossess and dispose of collateral.

(d) Additional Customer Obligations. SCustomer shall not pledge, assign, or otherwise transfer any unpaid goods outside the ordinary course of business without SCL’s prior written consent. Customer shall keep all goods subject to SCL’s security interest identifiable and separate from other inventory until paid for in full. Customer shall provide SCL with reasonable access to premises and records for the purpose of verifying the status and location of goods subject to SCL’s security interest.

(e) Survival. This security interest shall survive termination of any agreement until all amounts owed to SCL have been paid in full. SCL’s rights and remedies under this section are cumulative and in addition to any other rights or remedies available under law or equity.

4. Delivery and Acceptance

(a) Delivery Terms. SCL will deliver goods to the location specified in the relevant contract, order, or invoice. Delivery may be made to Customer’s facilities, vehicles, or other designated locations, and may occur without obtaining signatures upon delivery. Delivery times are estimates only; SCL shall not be liable for delays or failure to deliver at specific times unless expressly agreed in writing.

(b) Partial Deliveries. SCL reserves the right to make partial deliveries and to invoice each delivery separately. Failure to deliver any installment shall not entitle Customer to cancel other installments or the entire order.

(c) Inspections and Acceptance. Customer shall inspect all goods promptly upon delivery and shall notify SCL in writing of any shortages, defects, or nonconformities within 24 hours of delivery. Failure to notify SCL within this period constitutes a waiver of all claims related to such shortages, defects, or nonconformities, and the goods shall be deemed accepted. Acceptance or rejection of any goods does not entitle Customer to offset or withhold payment for other deliveries. Returns require SCL’s prior written consent and must follow SCL’s instructions. Customer shall provide reasonable documentation of any claimed defects or shortages upon request.

(d) Title and Risk of Loss Title to goods passes to Customer upon delivery, subject to SCL’s retained security interest until full payment is received. For shipments arranged by SCL, risk of loss passes to Customer upon delivery at Customer’s location. For shipments arranged by Customer, risk of loss passes upon pickup at SCL’s location.

(e) Unbranded Locations Customer certifies that the delivery location is unbranded and will immediately notify SCL of any change in writing in accordance with the Notices section.

(f) Force Majeure. SCL shall not be liable for any delay or failure to perform arising from events beyond its reasonable control, including but not limited to natural disasters, pandemics, epidemics, labor disputes, governmental actions, supply chain disruptions, or other unforeseen circumstances.

(g) Reservation of Rights . SCL reserves the right to withhold delivery or suspend performance if Customer is in default of any payment or other obligation under these Terms or any related agreement.

5. Credit Terms

This Section applies to all credit applications, privileges, and credit-related transactions between SCL and Customer.

(a) Approval, Modification, and Revocation of Credit. SCL may, in its sole discretion, establish, modify, or revoke Customer’s credit limits or credit privileges at any time; require advance payment; or withhold delivery or performance if Customer is in default or SCL determines, in its discretion, that Customer’s financial condition or payment history warrants such action. SCL may suspend or terminate credit privileges at any time.

(b) Use of Credit. Any credit extended by SCL is solely for commercial or business purposes. Customer represents and warrants that any credit extended will be used only in the conduct of its business and not for personal, family, or household purposes.

(c) Purchases in Excess of Credit Limit. Any purchases in excess of a stated credit limit do not waive or increase that limit. Customer agrees to pay for all purchases notwithstanding the credit limit in effect at the time of purchase.

(d) Credit Reports and Disclosure. Customer authorizes SCL to obtain credit reports on Customer at any time in connection with extending or continuing credit, and to disclose its credit experience with credit reporting agencies, attorneys, agents, representatives, and other third parties for purposes of collecting unpaid debts.

(e) Personal Guaranty and EFT Authorization. If required by SCL, Customer shall cause one or more qualified individuals, as determined in SCL’s sole discretion, to execute a personal guaranty in the form provided by SCL, which shall be incorporated by reference into these Terms. If required by SCL, Customer shall execute and deliver an electronic funds transfer authorization in the form provided by SCL, authorizing SCL to initiate debit entries for amounts owed under these Terms.

(f) Request for Financial Information. SCL may, at any time, request updated financial statements or other information relevant to Customer’s creditworthiness, and Customer shall promptly provide such information upon request.

(g) Representations and Warranties Regarding Information. Customer (and any personal guarantor, if applicable) represents and warrants that all information provided to SCL in connection with any credit application, financial statement, guaranty, or other document is true, correct, and complete in all material respects. Customer shall promptly notify SCL of any material change or inaccuracy in such information.

(h) Notification of Material Changes. Customer shall promptly notify SCL in writing of any material change in its ownership, business structure, financial condition, or legal status.

(i) Assignment and Subrogation. SCL may assign its rights under these Terms, including any credit extended, without Customer’s consent. Customer may not assign its rights or obligations without SCL’s prior written consent. Any rights of subrogation against Customer for monies paid to SCL are expressly waived unless otherwise agreed in writing by SCL.

(j) Setoff and Cross-Default. SCL may set off any amounts owed by Customer to SCL against any amounts SCL may owe to Customer. Any default by Customer under these Terms or any other agreement with SCL shall constitute a default under all such agreements.

(k) Fraud, Know Your Customer (KYC), and Regulatory Compliance. Customer shall comply with all applicable laws and regulations relating to anti-fraud, anti-money laundering, and customer identification.

(l) Default and Remedies. Any failure by Customer to pay amounts when due, breach of any credit-related obligation under these Terms, or misrepresentation of material information shall constitute a default. Upon default, all amounts owed to SCL shall become immediately due and payable, and SCL may suspend or terminate credit privileges, withhold deliveries, pursue collection, and exercise any other rights and remedies available under law or equity.

(m) Bankruptcy and Remedies. In the event Customer becomes insolvent or files for bankruptcy, all amounts owed to SCL shall become immediately due and payable, and SCL shall have all rights and remedies available under law.

6. Cardlock Terms and Conditions

This Section applies only to Cardlock services.

(a) Eligibility and Use. SCL Cardlock access cards (“Cards”) may be used only by commercial enterprises or governmental bodies and solely for business purposes. The fuel obtained may not be used for personal, household, or retail sale purposes. Customer is solely responsible for controlling access to Cards and for all transactions, including those resulting from internal misuse or fraud. Customer shall comply with all applicable laws, regulations, and ordinances in connection with its use of Cardlock services.

(b) Nature of Card. Use of the Card is a commercial transaction and does not constitute consumer credit under any applicable law. Each Card is a “key or card key” under California Civil Code § 1747.02(a)(3). The Card is not a credit card, and federal consumer protections do not apply.

(c) Responsibility for Charges. Customer is responsible for all purchases, fees, and charges made with Cards issued to Customer, including those resulting from loss, theft, unauthorized use, or fraudulent transactions, until SCL receives formal written notice specifying the affected Card(s).

(d) Reporting Unauthorized Use. Customer must report unauthorized use within five (5) days of discovery or receipt of statement. Failure to report unauthorized use in accordance with these terms results in full liability for losses.

(e) Safety and Training. Customer represents that any person using a Card will be taught all safety regulations to ensure safe operation of fueling sites.

(f) Termination and Suspension. SCL reserves the right to interrupt, suspend, or terminate use of any Card(s) at its sole discretion and to change any credit limits in connection with the use of such Card(s) without prior notice.

(g) Claims for Defective Fuel or Products. Any claim for defective fuel or product must be made within fifteen (15) days of purchase; otherwise, such claims are waived.

(h) Disputed Charges. Customer must give written notice to SCL of any disputed charges made with the Card within fifteen (15) days of the purchase date. After fifteen (15) days, all charges are conclusively deemed valid and time barred.

(i) Audit Rights. SCL reserves the right to audit Customer’s use of Cards and fueling sites to ensure compliance with these Terms.

7. Rented Equipment (GEAR Program)

(a) Program; Consideration; Definitions. If SCL provides equipment to Customer under any written agreement that references these Terms (each, a “GEAR Agreement”), the equipment identified therein (the “Equipment”) is provided for use in connection with SCL’s goods (“Goods”). Except as otherwise set forth herein, no separate rental fee is due; consideration for the rental is Customer’s purchase of Goods as specified in the applicable GEAR Agreement or other written agreement between SCL and Customer.

(b) Ownership; Title; No Encumbrances. SCL retains all right, title, and interest in and to the Equipment at all times. Customer acquires no ownership or property interest other than a limited right to use the Equipment in accordance with these Terms and the applicable GEAR Agreement. Customer shall keep the Equipment free and clear of all liens, claims, and encumbrances.

(c) Security Interest if Recharacterized. If any rental of Equipment is recharacterized under applicable law as a secured financing or lease intended as security, these Terms shall be deemed a security agreement and Customer hereby grants SCL a first‑priority security interest in the Equipment and all proceeds to secure Customer’s obligations. Customer will execute and deliver, and authorizes SCL to file, any documents (including UCC financing statements) reasonably necessary to perfect and maintain such security interest.

(d) Installation; Costs; Commissioning. Unless otherwise specified in the GEAR Agreement or other written agreement, Customer is responsible for all reasonable installation, commissioning, and related site‑preparation costs (“Installation Costs”). SCL may perform installation itself or through third parties, or Customer may handle aspects of installation as agreed by the parties. Installation Costs and any other Equipment‑related charges are ‘charges for goods and services’ under Section 2 and are subject to its service charges, collection, setoff, and no‑deduction provisions.

(e) Maintenance; Ordinary Wear. Unless otherwise specified in writing, Customer is responsible for maintenance and repairs attributable to normal wear and tear (“Normal Maintenance”), and will keep the Equipment in good working order.

(f) Risk of Loss. From delivery until return to SCL, Customer bears all risk of loss, damage, destruction, theft, taking, confiscation, or requisition, in whole or in part, however caused. For the avoidance of doubt, Section 4(d) applies only to goods sold by SCL. As to Equipment provided under a GEAR Agreement, SCL retains title at all times and Customer bears risk of loss from delivery until return.

(g) Exclusive Use; Prohibited Uses. The Equipment is provided for use exclusively with SCL’s Goods and may not be used to store, process, or distribute goods supplied by any other distributor or manufacturer. Customer shall not sell, transfer, sub‑rent, or permit any third party to use the Equipment without SCL’s prior written consent.

(h) Access; Inspection; Service; Recovery. SCL and its authorized representatives may, during normal business hours and on reasonable advance notice when practicable, enter Customer’s premises to inspect, service, maintain, repair, or recover the Equipment. Customer shall provide reasonable access and will reimburse SCL for its reasonable costs incurred in connection with such activities if caused by Customer’s breach of these Terms or failure to perform Normal Maintenance. Operational notices relating to inspection, service, or recovery may be provided by email or other electronic means consistent with Section 12.

(i) Return; Condition; Stated Value. Upon expiration or termination of the applicable rental or as otherwise set forth herein, Customer shall promptly return the Equipment to SCL in good working order at the location and in the manner reasonably designated by SCL. Customer agrees that any “cost” or stated value for the Equipment identified in the applicable GEAR Agreement (the “Stated Value”) is a reasonable pre-estimate of value for purposes of calculating loss or non-return charges and is not a penalty. Customer agrees not to dispute such cost or stated value and shall promptly pay such value to SCL if it fails to return the Equipment within a reasonable period of time not to exceed ten (10) business days.

(j) Minimum Purchases; Failure to Purchase. If Customer fails to make any purchases required under the applicable purchase schedule or other written commitment on at least two (2) occasions, whether or not consecutive, SCL may, in its sole discretion and without limiting any other right or remedy, elect one of the following: (i) require Customer to return any or all Equipment; or (ii) assess a commercial rental fee for the affected Equipment for any period during which the applicable minimums are not satisfied (the “Rental Fee”). The Rental Fee will be the rate stated in the applicable GEAR Agreement or, if no such rate is stated, the Stated Value divided by [sixty (60)] months. The Rental Fee accrues daily (on a 30‑day month basis) from the first day after the missed minimum through the earlier of (x) Customer’s subsequent satisfaction of the applicable minimums for two consecutive periods or (y) return of the Equipment to SCL. SCL’s election to charge a Rental Fee does not waive, satisfy, or reduce Customer’s minimum purchase obligations for future periods, and SCL may later require return of the Equipment notwithstanding any prior assessment or payment of the Rental Fee. The Rental Fee, Installation Costs, and any other Equipment‑related charges are ‘charges for goods and services’ under Section 2 (including service charges, collection, setoff, and no‑deduction). Any breach of this subsection constitutes a default for purposes of the ‘Setoff and Cross‑Default’ subsection of Section 5. Customer remains responsible for risk of loss and the condition of the Equipment as provided in this Section and will bear all applicable taxes, charges, and governmental assessments relating to the Rental Fee. The parties agree the Rental Fee is reasonable commercial rent for continued use of the Equipment and is not a penalty.

(k) Manufacturer Warranties; SCL Disclaimer. SCL will reasonably cooperate with Customer in processing claims under any manufacturer warranty applicable to the Equipment. WITH RESPECT TO THE EQUIPMENT, SCL MAKES NO WARRANTY WHATSOEVER AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON‑INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. For clarity, this disclaimer is in addition to the global warranty disclaimer in Section 11.

(l) Remedies. If SCL violates any obligation specific to the Equipment under this Section, Customer’s sole and exclusive remedy is to terminate the rental of the affected Equipment and permit SCL to recover it.

(m) Indemnification; Survival. The indemnification obligations in Section 8 expressly include claims arising out of or related to the Equipment, including any spills, environmental damage, pollution, or damage or injury to persons or property. Customer’s obligations under this Section survive expiration or termination of the rental and these Terms or any other written agreement between Customer and SCL.

8. Indemnification

Customer shall indemnify, defend, and hold harmless SCL, its officers, directors, shareholders, landlords, tenants, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising from: (a) Customer’s transportation, storage, handling, or use of products or Cardlock services; (b) any environmental claims, spills, releases, or contamination; (c) or from Customer’s breach or violation of these Terms, any written agreement between SCL and Customer, or applicable law. Customer shall not settle any claim subject to this indemnity without SCL’s prior written consent. These indemnification obligations shall survive the termination or expiration of these Terms.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCL’S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, INCLUDING BREACH OF CONTRACT, WARRANTY, STATUTORY DUTY, OR NEGLIGENCE, WILL NOT EXCEED THE INVOICE VALUE OF THE RELEVANT PRODUCT OR SERVICE.

NEITHER PARTY WILL BE LIABLE FOR LOSS OF PRODUCTION, USE, BUSINESS INTERRUPTION, PROFIT, BUSINESS, GOODWILL, OR WASTED EXPENDITURE, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

The foregoing limitation shall not apply to Customer’s indemnification obligations, liability for unpaid charges, or liability arising from gross negligence or willful misconduct. SCL shall not be liable for any fines, penalties, or assessments imposed by governmental authorities arising from Customer’s acts or omissions. This limitation of liability shall survive termination or expiration of these Terms.

10. Compliance with Law

Customer shall comply with all applicable laws, regulations, and ordinances in connection with its purchase, receipt, storage, handling, use, and resale (if applicable) of the goods and services.

11. Warranty Disclaimer

WARRANTY DISCLAIMER. SCL DOES NOT MAKE ANY WARRANTIES REGARDING THE PRODUCTS OR SERVICES AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

Products may carry manufacturer warranties only. No employee, agent, or representative of SCL is authorized to make any representation or warranty not expressly set forth in these Terms or in another written agreement signed by an authorized representative of SCL and Customer. Customer’s sole and exclusive remedy for any breach of warranty shall be as provided by the manufacturer, and SCL shall have no liability for any such breach. This warranty disclaimer shall survive termination or expiration of these Terms.

12. Notices

Notices must be in writing and delivered in person, by certified mail, or by recognized overnight delivery service to Customer at the address specified in the Customer’s account and to SCL at its principal office (1825 W. Collins Ave, Orange, CA 92863), or such other address as either party may designate by written notice. SCL may, at its option, provide routine communications or invoices to Customer by email to the address specified in the Customer’s account. Notices relating to breach, termination, indemnification, or other material matters must be delivered by physical means as set forth above. Either party may change its notice address by providing written notice to the other party in accordance with this section, effective upon receipt by the other party.

13. Modification of Terms

SCL reserves the right to modify these Terms at any time. Changes are effective upon publication online and, for material changes, upon notice to Customer. Continued use of SCL’s goods or services after such notice constitutes acceptance of the modified terms. These Terms prevail over any conflicting terms in any purchase order or other Customer documentation.

14. Arbitration and Governing Law

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY JAMS (OR ANOTHER MUTUALLY AGREED PROVIDER) IN ACCORDANCE WITH ITS APPLICABLE RULES.

The parties waive any right to jury trial and agree disputes will be resolved on an individual basis only.

The arbitration shall be conducted in Orange County, California, before a single arbitrator. Judgment on the award may be entered in any court having jurisdiction. The parties agree that arbitration shall be the exclusive forum for resolving any such dispute, claim, or controversy, except that either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

THE PARTIES AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.

If the class, collective, or representative action waiver in this section is found unenforceable as to any claim, then the agreement to arbitrate shall be unenforceable as to that claim and such claim shall proceed exclusively in the courts specified above.

The arbitration and any award shall be confidential except as required to enforce the award or as required by law. Either party may bring an individual claim in small claims court for disputes within that court’s jurisdiction.

These Terms shall be governed by the laws of the State of California, without regard to conflict of laws principles.

15. Entire Agreement and Severability

These Terms constitute the entire agreement between SCL and Customer with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, with respect to such subject matter. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

16. Electronic Signatures and Acceptance

Customer agrees that these Terms may be accepted and become binding through any of the following methods: (a) execution of a written agreement incorporating these Terms by reference, whether signed in ink or by electronic means; (b) submission of an online application or order referencing these Terms and indicating acceptance (including by clicking “I Agree” or similar electronic assent); or (c) any other method of electronic acceptance recognized by applicable law. Facsimile, electronic, and scanned signatures shall have the same force and effect as an original signature for all purposes relating to these Terms.