4-20-26 scanned signed documents for 4_20_2026 under this Agreement may be provided or fulfilled by any parent,subsidiary,other affiliate,successor,
or subcontractor ofNBS.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their duly authorized
officers and to be effective as of the date executed by NBS.
MINNESOTA/2052705.0001/156327173.2 6
8. PAYMENT CARD INDUSTRY("PCI")STANDARD: Subscriber agrees to comply with the Associations'
Payment Card Industry standard now and in the future.Further information about PCI compliance is available
at http://www.PCISecurityStandards.org.
NBS shall comply with all PCI DSS requirements and the Network Rules that apply to its performance under
this Agreement. NBS acknowledges that it is responsible for the security of account data it possesses or
otherwise stores,processes,or transmits on behalf of Subscriber in accordance with such requirements and
rules.Each calendar year,NBS will engage a certified Qualified Security Assessor to perform an audit with
respect to NBS's compliance with the PCI DSS requirements in effect at that time as they apply to the
Services.Upon Subscriber's request,which will occur no more often than annually,NBS will provide
Subscriber with a copy of the then-current Attestation of Compliance.In the event NBS does not undergo a
PCI DDS assessment as set forth above,NBS will provide other sufficient evidence to demonstrate that it has
met the applicable requirements without undergoing a formal compliance validation.
9. MISCELLANEOUS:
a. This Agreement shall be construed in all respects under the laws of the State of Minnesota.Any action
arising out of this Agreement,including any action to enforce the terms of this Agreement,shall be
brought exclusively in the state courts of Minnesota and in particular Hennepin County.In any such
action,the prevailing party shall be entitled to recover from the other party its reasonable attorneys'fees
and litigation costs incurred in such action.
b. This Agreement contains the full understanding of the parties with respect to the subject matter hereof,
and no waiver,alteration or modification of any of the provisions hereof,except for new Service Pricing
Schedule(s),shall be binding unless in writing and signed by officers of both parties. In the event
Subscriber issues a purchase order,memorandum,or other instrument covering the Services herein
offered and provided,it is hereby specifically agreed and understood that any terms or conditions of
such purchase order or memorandum or instrument are for Subscriber's internal purposes only and any
and all terms and conditions contained therein,whether printed or written,shall be of no force or effect.
c. If any part of this Agreement shall be held to be void or unenforceable,such part will be treated as
severable,leaving valid the remainder of this Agreement notwithstanding the part or parts found to be
void or unenforceable.
d. Except as otherwise provided in this Agreement,notices required to be given pursuant to this Agreement
shall be effective when received,and shall be sufficient if given in writing,hand delivered,sent by
overnight courier or First Class United States Mail,postage prepaid,and addressed to the appropriate
party at the address set forth on the cover page hereof.
The parties hereto may change the name and address of the person to whom all notices or other
documents required under this Agreement must be sent at any time by giving written notice to the other
ply.
The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the
respective successors and permitted assigns of the parties;provided,however,that neither party may
assign this Agreement,or any of its rights,remedies,obligations,or liabilities hereunder,directly or
indirectly(including by operation of law,change of control,or otherwise),without the prior written
consent of the other party,except that NBS may freely assign or transfer all or any portion of this
Agreement(a)to an affiliate,(b)to any person or entity acquiring(by sale,merger,reorganization,
change of control,or otherwise)substantially all of NBS's assets or business,or(c)to any person or
entity acquiring(by sale,merger,reorganization,change in control,or otherwise)that portion of the
business to which the assigned portion of the Agreement relates.In addition,the obligations of NBS
MIINNESOTA/2052705.0001/156327178.2 5
Due to the nature of the services being performed by NBS,it is agreed that in no event will NBS be
liable for any claim,loss,liability,correction,cost,damage or expense caused by NBS's performance or
failure to perform hereunder which is not reported by Subscriber within ninety(90)days of such failure
to perform. In addition, it is agreed in no event will Subscriber have the right to dispute any invoice
submitted by NBS,or a bank or third party,to Subscriber after sixty(60)days of such invoice.
c. Subscriber shall defend,indemnify and save harmless NBS from and against any and all loss,damage,
or expense(or claims of damage or liability),including reasonable attorneys' fees,asserted against NBS
by third parties and arising out of information provided to NBS by Subscriber or Subscriber's customers,
or arising out of NBS use in accordance herewith of such information when furnished by NBS to
Subscriber's customers or to other third persons at Subscriber's written request,or to officers,
employees and agents of Subscriber.
d. Liability of NBS in any and all categories under this Section 6 and for any and all causes arising out of
this Agreement shall,in the aggregate,not exceed one(1)month's average billing to Subscriber taken
over the twelve(12)months preceding the month in which the damage or injury is alleged to have
occurred,but if this Agreement has not been in effect for twelve(12)months preceding such date,then
over such fewer number of preceding months that this Agreement has been in effect.
7. PROPRIETARY INFORMATION:
a. All proprietary information disclosed by either party to the other in connection with this Agreement
shall be identified as such in writing if not already identified as such herein,and shall be protected by
the recipient party from disclosure to others. All information provided to NBS by Subscriber or any
client or customer of Subscriber,or vendor of client or customer,shall be regarded as proprietary to
Subscriber and may not be copied or used in any way other than as specifically authorized in this
Agreement. All standard software logic provided by NBS under this Agreement is herein identified as
proprietary to NBS and may not be copied or used in any way other than as specifically authorized in
this Agreement. Any software or data furnished by Subscriber to NBS in connection with this
Agreement is identified as proprietary to Subscriber,but may be retained by NBS until performance
under this Agreement is completed or until this Agreement is terminated,at which time such information
and all copies thereof shall be returned to Subscriber upon request.
b. NBS and Subscriber acknowledge that all proprietary information disclosed by either party to the other
party for the purpose of work,or which comes to the attention of one of the parties,its employees,
officers,and agents during the course of such work,constitutes a valuable asset. Therefore,NBS and
Subscriber agree to hold such information in confidence and shall not,except in the performance of the
duties under this Agreement or with the express prior written consent of the other party,disclose or
permit access to any such information to any person,firm or corporation other than persons,firms or
corporations authorized by that party,and NBS and Subscriber shall cause their officers,employees,
agents,and representatives to take such action as shall be necessary or advisable to preserve and protect
the confidentiality of such information.
c. NBS's and Subscriber's obligations and agreements under this paragraph shall not apply to any
information supplied that:
(1) was known to either party prior to the disclosure by the other,or
(2) is or becomes generally available to the public other than by breach of this Agreement,or
(3) otherwise becomes lawfully available on a nonconfidential basis from a third party who is not
under an obligation of confidence to either party.
MINNESOTA/2052705.0001/156327178.2 4
Further notwithstanding the above requirements,NBS shall have the right to increase such fees and charges to
offset any increase to NBS in the costs of providing the Services hereunder if any change of the rules,
regulations or operating procedures of any card issuer or service supplier or any cognizant Federal, State or
local Government agency or regulatory authority results in such cost increase. Any such increase shall become
effective as of the date on which NBS notifies Subscriber of such increase.
5. USER OF THE SERVICES: Subscriber agrees to utilize the Services in accordance with this Agreement,its
exhibits or attachments and NBS's instructions and specifications and to provide NBS with the necessary data
in the proper format to enable NBS to properly furnish Services. Subscriber further agrees that the NBS
Services are the sole and exclusive authorization and capture services for Subscriber's retail sites during the
initial and successive terms of this Agreement,and that it will not utilize such services from any other
provider,including but not limited to itself.
Subscriber shall cooperate with the efforts of NBS to provide development services and other performances
under this Agreement. Subscriber acknowledges that,for NBS to perform under this Agreement,Subscriber
must provide data information and assistance to install the facilities that will enable the Services.This is a
material term of this Agreement that Subscriber will provide such assistance and cooperation without charge to
NBS to facilitate implementation of the Services.
6. LIMITATION OF LIABILITY:
a. Neither Subscriber nor NBS shall be liable to the other under this Agreement for a breach which is due
to any cause or condition beyond its reasonable control. Such causes or conditions shall include but not
be limited to,acts of God or of the public enemy,acts of the Government in either its sovereign or
contractual capacity,fires,floods,epidemics,pandemics,quarantine restrictions,strikes,shortages of
labor or materials,freight embargoes,unusually severe weather,breakdowns,electrical power failures,
operational failures,unavoidable delays,or other similar causes beyond its control and neither shall have
any liability for losses,expenses or damages,ordinary,special or consequential resulting directly or
indirectly from such causes. Notwithstanding the foregoing,this Section 6a shall not apply to breaches
of this Agreement by Subscriber relating to failure to make timely payments for Services.
b. NBS agrees to use its commercially reasonable efforts at all times to provide prompt and efficient
service;however,NBS makes no warranties or representations regarding the Services except as
specifically stated in this Paragraph 6.b. NBS shall use due care in processing all work submitted to it
by Subscriber and agrees that it will,at its expense, correct or pay Subscriber reasonable costs of such
correction jointly decided by NBS and Subscriber for any errors which are due solely to malfunction of
NBS's computers,operating systems or programs,or errors by NBS's employees or agents. Correction
shall be limited to rerunning of the job or jobs and/or recreating of data or program files. NBS shall not
be responsible in any manner for errors or failures of or errors in proprietary systems and programs other
than those of NBS,nor shall NBS be liable for errors or failures of Subscriber's software or operational
systems. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES,
AND SUBSCRIBER HEREBY WAIVES ALL OTHER WARRANTIES,EXPRESS,IMPLIED,OR
STATUTORY INCLUDING,BUT NOT LIMITED TO ANY WARRANTY OF
MERCHANTABILITY,FITNESS FOR USE FOR A PARTICULAR PURPOSE,OR NON-
INFRINGEMENT. Should there be any failure in performance or errors or omissions with respect to
the Services,NBS's liability shall be limited to using its best efforts to correct such failure in
performance or errors or omissions,or pay Subscriber reasonable costs of such correction jointly
decided by NBS and Subscriber,and subject to the limitations in subsection(d)below. In no event,
except as specifically set forth herein,shall NBS be liable to Subscriber or any third parties(including
Subscriber's customers)for any claim,loss or damage,ordinary,special or consequential,or otherwise,
even if NBS has been advised of the possibility of such damage.
MINNESOTA/2052705.0001/156327178.2 3
TERMS AND CONDITIONS
1. NBS SERVICES: According to the terms of this Agreement("Agreement"),NBS will furnish Subscriber
with the data processing services described in Exhibit A,Service Description,attached hereto and incorporated
herein by reference("Services"). Additional requested Services,if available,will be furnished to Subscriber
under the general terms and conditions of this Agreement and in accordance with pricing established by NBS
for such additional Services.
2. CHARGES: Charges for the Services are set forth in Exhibit B, Service Pricing Schedule. The amount of
usage of Services to be paid for by Subscriber shall be that amount properly recorded by NBS's computer
system. No services shall be performed for which there is no published rate unless and until the rates are
agreed to in writing between NBS and Subscriber. In addition,Subscriber will be charged an amount equal to
any taxes,however designated,levied or based on any of the above referred to charges or Services,including
State and Local taxes paid or payable by NBS,excluding any Federal,State or Local taxes based on NBS's net
income.
NBS will bill Subscriber monthly for all charges incurred by Subscriber,including any charges incurred by
NBS on Subscriber's behalf for Subscriber's use of the Services as provided for in this Agreement. Subscriber
agrees to pay NBS upon receipt of each monthly invoice,and agrees further to pay a one and one-half percent
(1 1/2%)per month service charge on all invoices that are not paid within the thirty day period following the
date of the applicable invoice. All payments shall be made in United States currency. In the event that any
invoice is not timely paid as provided herein,NBS may,in addition to any other right or remedy which it may
have under this Agreement or at law,terminate this Agreement and Subscriber's use of the Services if
Subscriber does not effect payment in full within ten(10)days of NBS's written demand therefor.
3. TERM AND TERMINATION:
a. This Agreement shall remain in full force and effect for the initial term set forth on the cover page and
shall be automatically extended for successive thirty-six(36)month periods on the same terms and
conditions as expressed herein,or as may be amended,unless either party gives the other party written
notice of termination of at least one(1)year prior to the expiration of the initial term or any extensions
or renewals thereof.Termination of this Agreement shall not terminate Subscriber's obligation to pay
NBS for all Services performed under the Agreement prior to discontinuance of performance by NBS
due to termination.
b. Except as provided in Paragraph 2 above,in the event that either party hereto fails in the performance of
its obligations hereunder or breaches the terms or conditions hereof,the other party may,at its option,
give written notice to the party which has failed to perform or has breached this Agreement of its
intention to terminate this Agreement unless such breach or failure in performance is remedied within
ten(10)days of such notice. Failure to remedy such a breach within the ten(10)day notice period shall
make this Agreement immediately terminable,at the option of the aggrieved party,at the end of such ten
(10)day period unless notification is withdrawn.
4. CHANGE OF CHARGES: NBS shall have the right to change the prices for any of the Services on or after
the expiration of the initial term or any extension or renewal terms upon not less than six(6)months prior
written notice to Subscriber. Such new price shall be guaranteed to remain at the same level for the new term.
Notwithstanding the above requirements,NBS shall have the right at any time to increase the fees and charges
paid by Subscriber to offset any increase in rates charged by the communications common carriers and/or
NBS's timesharing suppliers. Any such increase shall become effective as of the date on which NBS notifies
Subscriber of such increase.
MINNESOTA/2052705.0001/156327178.2 2
WEX MERCHANT CHARGE CARD ACCEPTANCE AGREEMENT
The merchant ("MERCHANT")identified in the WEX Charge Card Acceptance Application ("Application") understands that WEX Inc. operates commercial fleet charge card
programs through its approved card issuers which include but is not limited to its wholly owned subsidiary,WEX Bank These programs allow cardholders to purchase motor
fuels and or vehicle-related products and services.MERCHANT wishes to participate in the Program by accepting such charge cards at its Distribution Sites. MERCHANT and WEX
agree as follows,subject to approval of the Application by WEX.
1.1 DEFINITIONS manual transaction is not due to an equipment or communications
A. "Card"or"Cards"shall mean the charge cards or other approved account failure by WEX.
access devices issued or serviced by either WEX CORP or WEX FSC bearing iii. Phone Authorization Fee shall be$0.30 per authorization,when
the trademarks of WEX CORP. Notwithstanding the foregoing, Card or such authorization is not made electronically,and is not the result
Card(s) shall not include any charge card also bearing the MasterCard of an equipment or communications failure by WEX
trademark iv. A Research Fee of $25.00/hr. per employee for any research
B. "Card Sale"shall mean any transaction involving the use of any Card at a services requested by MERCHANT,which may include,research
Distribution Site. for archived transactions or reports. WEX shall provide
C. "Confidential Information" shall include, without limitation, software, MERCHANT with an estimate of the amount of such fee and obtain
processes,trade secrets,financial information,customer lists,inventions, MERCHANT's approval prior to undertaking any work.
technical data,developments,pricing,drawings,business plans,schedules, v. Bank Transfer Charge of$4.95 per settlement payment shall
test marketing data, marketing plans of either party which shall be apply.
proprietary and confidential. B. Except for the interchange fee noted above,WEX reserves the right to
D. "Distribution Sites"means the company owned or operated locations and change these fees upon thirty(30)days'notice to Merchant.
any independently owned distributor,dealer or franchisee sites subject to C. Merchant shall not surcharge or impose additional fees upon cardholders
the terms of this Agreement. who present the Card for payment under the terms of this Agreement
E. "Products"for the purposes of this Agreement,shall include motor fuel, that it does not also charge to other cardholders who present a credit or
motor oil,repairs,tires and other merchandise,excluding cash equivalent charge card as the method of payment.
transactions,gift cards,pre-paid cards,lottery or other games of chance. 2.3 MISCELLANEOUS MERCHANT RESPONSIBILITIES
F. "Chargeback"means that a posted sale has been disputed and the amount A. While WEX provides MERCHANT with a variety of reports for the Card
of such sale will be deducted from the pending settlement to the merchant Sales that WEX processes and provides payment.MERCHANT agrees that
in accordance with the provisions contained in the Card Sale Procedures. it shall still maintain its own records of the Card Sales.
1.2 HONORING CARDS B. WEX shall not be responsible for collecting,paying or reporting taxes,
A. MERCHANT shall in full compliance with this Agreement honor at its fees or other charges related to purchases made using Cards such as but
Distribution Sites in the United States,any Card properly presented for the not limited to sales and use taxes that are incurred by MERCHANT.This
purchase of Products based upon the authorization process of WEX section does not apply to the obligations of the parties as more fully
B. Each Card Sale shall be deemed to create a sales draft issued by the described in Article V,Tax Reporting Service for Fuel Transactions.
Cardholder and instructing the card issuer to pay MERCHANT.WEX C. MERCHANT shall review any reports provided by WEX regarding the
shall honor such sales drafts issued in conformity with the terms and Card Sales promptly upon receipt and shall notify WEX within sixty
conditions set forthherein. (60)days of the date of the report as to any mistakes contained therein.
C. This Agreement shall not apply to any Distribution Sites where the location Failure to do so shall be deemed MERCHANT's acceptance of the report
is able to accept the card or currently accepts the Card through an as complete and satisfactory performance of WEX under this Agreement
agreement with the chain or brand that MERCHANT operates its D. MERCHANT is responsible for the correction of all Card Sales that have
Distribution Sites under. been identified with errors and will not be processed by WEX within one
2.1 CARD SALES hundred and twenty(120) days from the reported error processing
A. MERCHANT agrees to comply with the WEX Card Sale Procedures,attached date.MERCHANT can elect in writing to have WEX correct the errors on
and incorporated herein as Exhibit A, and any related technical MERCHANT's behalf based upon information provided by MERCHANT.
specifications regarding card acceptance provided by WEX. The current Such services will be performed at WEX's then prevailing rate.
technical specification is the ISO 8583,version 2.02,dated September 2008 E. MERCHANT shall provide WEX with a list of its locations,which shall be
which provides requirements for both the point of sale equipment and the updated as necessary and prior to transmitting Card Sale data from a
next work host("WEX Technical Specification"). WEX reserves the right to specific location.
amend,modify or supplement the WEX Technical Specification,provided 3.1 PAYMENT FOR CARD SALES BYWEX
that thirty (30) days written notice of any such change is provided to A. WEX shall pay MERCHANT for each Card Sale processed by WEX less any
MERCHANT. MERCHANT agrees to adopt any such amendments or WEX Interchange Fee.Payment shall be made by WEX by an electronic
changes to the WEX Technical Specifications based upon a mutually agreed funds transfer to a bank account or a third party designee named by
upon timeframe so that MERCHANT remains on the most up-to-date MERCHANT as follows:
specification as required by WEX.
B. MERCHANT is responsible for card acceptance at all of its Distribution Sites For FUEL MERCHANTS:no later than thirty(30)calendar days;
subject to this Agreement and as such,will enter into agreements with its For SERVICE MERCHANTS:no later than three (3) calendar days
independently owned Distribution Sites to enable them to accept the Card
in a manner consistent with this Agreement MERCHANT will use following the day on which the Card Sale is processed by WEX.If the
commercially reasonable efforts to cause its independently owned payment date is a Saturday,Sunday or legal holiday,payment will be
Distribution Sites to comply with the terms herein. made on the next business day.
i. MERCHANT shall be responsible for distributing payments for Card B. Any Card Sale data received by WEX from MERCHANT before 5:00 p.m.
Sales to its Distribution Sites. WEX shall remit one payment to (Eastern Standard Time)shall be treated as having been received on the
MERCHANT for all Card Sales under this Agreement as well as next business day. WEX may periodically offset or deduct from
providing MERCHANT with its standard reporting through a daily MERCHANT's payments hereunder any amounts due to WEX from
settlement file so that MERCHANT may allocate payments as MERCHANT pursuant to this Agreement.
appropriate to its Distribution Sites. C. Any amounts due to MERCHANT from WEX as a result of the submission
C. WEX reserves the right to terminate acceptance at a Distribution Site if of a sales draft may be paid,at MERCHANT'S option,to MERCHANT'S
such Distribution Site does not remain compliant with the terms of this network provider or other designee,based on the banking information
Agreement or if in WEX's sole discretion, continued acceptance at the that is provided to WEX. WEX'S payment to MERCHANT'S network
Distribution Site poses financial or reputational risk to WEX provider constitutes payment in full to MERCHANT.
2.2 FEES D. As settlement agent and servicer for its approved card issuers,including
A. MERCHANT shall pay to WEX certain fees("WEX Fees") as follows: but not limited to the WEX affiliates,WEX Bank and WEX Canada,Ltd.,WEX
i. Interchange Fee: 3.5% of the total Card Sale. The amount shall make all payments to MERCHANT on behalf of such approved card
transferred by WEX shall be equal to the face amount of each Card issuers. WEX,as each approved card issuer's servicer,shall be responsible
Sale as reflected on the Card Sale receipt or the sales file for all of such card issuer's communications with MERCHANT. An
transmitted to WEX based on the following formula:(Total Card approved card issuer is an entity that has entered into an agreement with
Sale-Discounts provided by Merchant)-WEX Fees=Amount WEX to issue WEX-branded cards and is the party that has a direct credit
to MERCHANT Any or prepaid card relationship with the fleet customer or Cardholder. WEX
discounts or rebates offered to WEX Customers shall be provided shall not have any rights,duties,or liabilities as principal hereunder for
to WEX in advance, in writing. The Interchange Fee does not Cards not issued by WEX,but rather issued by an approved card issuer.
include any network transaction fees incurred by Merchant WEX acts solely as settlement agent and servicer with respect to such
ii. Manual Transaction Fee shall be$0.20 per Card Sale,where such Cards issued by an approved card issuer.
WEX Network Merchant App Agreement Rev.01 2017 3
3.2 REPORTS in 30 days;
A. WEX shall provide MERCHANT or its designee,its standard iii. any representation or warranty made in connection with this
reporting for Card Sales and the amounts paid to MERCHANT Agreement shall prove to be false or misleading in any material
through its standard daily settlement reports which may respect and is not cured after thirty(30)days written notice,which
include, but not be limited to information related to the may include MERCHANT's compliance with its chargeback
gross Card Sales, net Card Sales and amounts due to obligations as defined in the Card Sale Procedures;
MERCHANT. iv. the making of an assignment for the benefit of creditors or the
B. WEX shall use best efforts to provide accurate and complete reports,based institution of any bankruptcy or insolvency proceeding by a party
upon the data transmitted to WEX by MERCHANT. In the event that or the institution by a third party of any bankruptcy proceeding
incorrect data was provided resulting in a correction to payment,WEX will against a party hereto which is not dismissed within sixty(60)
adjust any payments to MERCHANT as required based upon the receipt of days;or,
corrected data from the MERCHANT provided that such correction is v, the dissolution or termination of operations of a party other than
requested in accordance with Section 2.3.0 or 2.3.D. in connection with a merger or sale of substantially all of such
C. In the event that MERCHANT requests a custom report or custom file parry s assets;
layout,such reports may be created by mutual agreement of the parties. vi. a party's failure to comply with all applicable legal and regulatory
Additional fees may be charged to MERCHANT for the creation and requirements,whether federal or state;or
vii. a party's intentional misrepresentation or fraud in relation to its
maintenance of custom reporting files and will be charged only upon the
agreement of the parties. performance under thisAgreement.
4.1 REPRESENTATIONS AND WARRANTIES B. Upon termination,MERCHANT shall:
A. The parties each hereby represent and warrant: i. cease entering into Card Sales using the Card or Cards with respect
i. They are duly organized,validly existing and in good standing under to which this Agreement is terminated;
the laws of their state of their organization and have all ii. cease promoting Card Sales or acceptance of Cards including
governmental approvals, licenses, filings or permits necessary to removing all decals or signage indicating acceptance from the
conduct their business and enter into and perform this Agreement; Distribution Sites,and;
ii. The Agreement constitutes its legal,valid and binding obligation, iii• return any unused materials or supplies issued by WEX with
enforceable against it in accordance with itsterms. respect to any Card.
B. In addition, MERCHANT represents and warrants as to each Card Sale C. Termination shall not affect any party's respective rights, duties or
reported to WEX: obligations hereunder with respect to pre-termination Card transactions.
i. it represents a bona fide Card Sale of Products sold and delivered in 7.1 ENTIRE AGREEMENT/ASSIGNMENT
the ordinary course of business for the total sales price reported by A. Entire Agreement: This Agreement constitutes the entire agreement
MERCHANT to WEX; between the parties with respect to the subject matter hereof;all prior
ii. MERCHANT shall have performed all of its obligations to the agreements,representations,statements,negotiations and undertakings
cardholder in connection with the Card Sale; are superseded hereby. This Agreement may be altered or amended by a
iii. it involves no other Card Sale than the one described therein; signed written agreement of the parties.
iv. each Product had quality and grade as represented by MERCHANT; B. This Agreement is effective only upon execution by all of the parties shall
v. (for in-store Card Sales only) MERCHANT shall have taken all be binding upon the parties,their successors and assigns.This Agreement
commercially reasonable steps to validate the signature of the may not be assigned without the prior written approval of the other
cardholder;and, parties,which approval shall not be unreasonably withheld.A party may
vi. all electronically or telephonically or hardware generated invoices, assign this Agreement without the other party's consent if(i)the assignee
receipts,records or memoranda of sales shall in fact be genuine and has the ability to perform the obligations of the assignor(s)hereunder and
not forged or unauthorized. expressly assumes such obligations, and (ii) such assignment is in
C. WEX hereby disclaims any and all warranties, express or implied, connection with a merger or sale of substantially all of the assets of the
concerning card processing services covered by this Agreement,including assignor,or(iii)such assignment is to an affiliate of assignor and(iv)the
all warranties of merchantability and fitness for a particular purpose. assignee is not a competitor of the non-assigning party.
4.2 LIABILITIES C. As part of any assignment,change in ownership,change in organizational
A. The parties shall be liable to the other for actual damages resulting from a structure(i.e.change from sole proprietor to partnership) or change in
breach of this Agreement whether due to the performance or failure to control,MERCHANT shall provide WEX with an updated W-9 validating
perform by a party. their proper legal name change and tax identification number.
B. Notwithstanding the foregoing,the parties shall not be liable to the other 7.2 SEVERABILITYAND WAIVERS OF PROVISIONS
for any indirect,special,incidental or consequential damages, including The fact that any provision of this Agreement may prove to be invalid or
but not limited to,lost profits even if the parties have knowledge of the unenforceable under any law,rule or regulation of any governmental
possibility of such damages. agency, shall not affect the validity or enforceability of any other
5.1 CREDIT CARD ISSUER EXEMPTIONS(FEDERAL EXCISE TAX AND SOME provisions of this Agreement.The waiver of any term,condition or right
STATES) under this Agreement by any party shall not waive any other term,
A. WEX provides net billing of the federal excise taxes on gasoline and diesel condition or right, or the same term, condition or right on any other
fuel in accordance with the Safe, Accountable, Flexible, and Efficient occasion.
Transportation Equity Act of 2005 as well as net billing for certain motor 7.3 FORCE MAJEURE
fuel taxes for those states that have adopted similar rules which allow the The parties shall not be liable for failure to timely perform obligations
credit card issuer to facilitate exemptions to qualified tax exempt fleets. hereunder if such performance is interrupted or delayed by reason of
B. MERCHANT shall be paid for Card Sales with the applicable taxes included floods,fires, earthquakes, strikes, civil commotions, acts of war or
and shall pay its Distribution Sites with applicable taxes included when other extraordinary or unexpected manifestations of physical
WEX is facilitating the exemption. occurrences which cannot be prevented by the exercise of reasonable
C. WEX will obtain from each Exempt Fleet copies of relevant tax exemption diligence or ordinary care.
documentation necessary for the Exempt Fleet to demonstrate its tax- 7.4 CONFIDENTIALITY AND DATASECURITY
exempt status. A. The parties agree that it is in their mutual best interest to maintain the
6.1 TERM confidentiality of the provisions of this Agreement and accordingly,agree
A. Initial Term:This Agreement shall commence upon the execution hereof, that they will not,without the written consent of the other,intentionally
and unless sooner terminated pursuant to the provisions of Section 6.2 disclose the terms hereof,including without limitation,the price terms
hereof,shall remain in effect for sixty(60)months. (unless required by court order or other governmental authority)and
B. Renewal Term:This Agreement shall automatically renew for additional that all such terms shall be held in confidence and revealed only to
twenty-four(24)month terms immediately upon expiration of the term employees,agents,lenders or other persons having a need to know such
then in effect. terms in the course of such person's employment or business
6.2 TERMINATION relationship with suchparty.
A. Any party may terminate this Agreement upon the occurrence of any of the B. The parties further agree that any obligations to protect Confidential
following: Information is set forth herein shall survive termination of this
i. Provide the other parties written notice of termination by certified Agreement for a period of three years,except that as to any Confidential
or registered mail at least six(6)months prior to termination of the Information designated in writing by the disclosing party to be a"trade
term in effect; secret", such obligations shall continue indefinitely unless otherwise
ii. the failure of a party to comply with any of the covenants or the agreed in writing by the disclosingparty.
terms, conditions, agreements and limitations set forth in this C. All data collected by WEX from processing transactions shall remain the
Agreement,and such failure continues for more than thirty(30) exclusive property of WEX WEX may also use and disclose statistics and
days following written notice from the other party(s)and data generated by WEX as a result of processing transactions at
corrective action is not undertaken and diligently pursued or, if MERCHANT's Distribution Sites.
the nature of such failure is such that it cannot reasonably be cured
WEX Network Merchant App Agreement Rev.01 2017 4
D. The parties each agree to establish security procedures in order to 7.6 GOVERNING LAW
safeguard Card Sale data and cardholder information.Such procedures This Agreement shall be governed and construed by the internal laws of the
shall be compliant with all applicable data security laws and regulations. State of Utah(without reference to choice of law rules).
In the event of a breach or compromise of a parts systems resulting in a 7•7 AUDIT/FINANCIALSTATEMENTS
loss or theft of information(including cardholder information),or if such a A. Each party,at its sole expense,shall have the right to audit the book and
breach or compromise is suspected,the impacted party shall immediately records of the other party relating to performance of this Agreement. All
notify the other parties to this Agreement. audits shall be conducted in accordance with professional auditing
7.5 LICENSING OF TRADEMARKS ORSERVICEMARKS standards and during normal business hours and the requesting party
A. Both parties own certain trademarks and service marks("Marks"),which shall provide at least fifteen (15) days advance notice of their intent to
maybe used by each other on marketing materials used in connection with audit.The audited party shall fully cooperate with the auditing party to
the acceptance of Cards and in WEX's standard marketing presentations accomplish the audit as expeditiously as possible. Any audit shall be
identifying MERCHANT as a WEX accepting merchant ("Program limited in scope to no more than twelve(12)months prior to the date of
Materials").The party granting the license in the use of their Marks to the the actual audit.
B. MERCHANT agrees,if requested by WEX,to furnish WEX with
other party is referred to as the"Licensor". The party receiving the financial
benefits of the license in the other parry's Marks is referred to as the information related to its business operations. In addition, WEX may
"Licensee undertake any such credit reviews as necessary to verify the financial
B. Licensor hereby grants to Licensee,a limited non-exclusive,royalty free condition of MERCHANT.If requested, financial statements shall include
and non-transferable license to use certain trademarks and service marks an income statement and statement of cash flows for the applicable fiscal
of Licensor for the purpose of affixing such Marks to the any program year and a balance sheet, footnotes to the financial statements and
materials to be developed for the Licensee in accordance with the terms of auditor's opinion letter, if applicable prepared in accordance with
this Agreement. generally accepted accounting principles,consistently applied,and shall be
C. Licensee shall not in any manner represent that it has any ownership in in accordance with the books and records of MERCHANT.
the Licensor's Marks or any registrations thereof.Licensee acknowledges 7.8 OTHER AGREEMENTS
that use of the Marks shall not create in Licensee's favor any right(other MERCHANT hereby consents to WEX granting to their principal financing
than the limited rights of use granted pursuant to this license),title or source(s)a security interest in and collateral assignment of this Agreement and
interest in,or to,the Marks and that use of the Marks by the Licensee acknowledges that,upon the occurrence of an event of default,in connection
insures to the benefit of the Licensee only to the extent of the limited with the present or future financing arrangements between WEX and the
rights and interests set forth in this Agreement,otherwise use of the Marks financing source shall have all of the rights of WEX
by Licensee inures to the benefit of the Licensor.
WEX Network Merchant App Agreement Rev.01 2017 5
EXHIBIT A
WEX CARD SALE PROCEDURES
1.1 METHOD OF TRANSMISSION OF CARD SALES TO WEX records shall be provided to WEX within thirty (30) calendar days of WEX's
A. MERCHANT shall have the necessary equipment to permit the electronic request.Failure to provide the requested record will result in a charge back of the
acceptance of the Card at its Distribution Sites including but not limited to their Card Sale to MERCHANT.
point of sale equipment and networking services. 1.4 DATA INPUT AND TRANSMISSION
B.MERCHANT shall collect and transmit the Card Sale data in accordance with the A. Merchant is responsible for the data entry of Card Sale information by its
WEX Technical Specification. Merchant shall obtain from WEX the necessary personnel,or representatives.All data shall meet the WEX Technical Specification
acceptance certification for its network and equipment that will be used for and shall be in good and usable condition.
processing sales transaction. B.If information pertaining to any Card Sale is garbled in transmission such that
1.2 MANUAL CARD SALE PROCEDURES part or all of the record is likely to vary from what MERCHANT transmitted,WEX
A. If MERCHANT is unable to obtain an authorization for a Card Sale due to the may advise MERCHANT of the suspected inaccuracy and request retransmission of
communication facilities for WEX are not operable,MERCHANT must capture the the record or other appropriate confirmation.WEX may,with notice to MERCHANT,
sales transaction through the use of a suitable imprinter to legibly imprint the Cards withhold payment for such Card Sales until the record is retransmitted or
on the sales slip and requiring the cardholder to sign the sales receipt("Manual Card MERCHANT provides other appropriate confirmation.
Sale"). C. If MERCHANT has not provided WEX with required information or that WEX
B. MERCHANT shall obtain all information required in Section 1.3.A below. needs to interpret,verify,or validate a Card Sale,WEX may,withhold payment for
MERCHANT shall take all commercially reasonable efforts to protect Manual Card such Card Sale until MERCHANT sends WEX the necessary information.WEX may
Sale data from fraud or misuse. make appropriate adjustments in its settlements with MERCHANT to reflect the
C. MERCHANT shall not submit paper Manual Card Sales directly to WEX for receipt or correction of any such Card Sale information.WEX shall provide notice to
processing unless prior approval is first obtained.In the event that WEX has agreed MERCHANT of any Card Sales that it is not able to process due to errors or missing
to accept such Manual Card Sales,WEX reserves the right to assess the Manual information through its daily settlementreports.
Transaction Fee set forth in Exhibit B. D.MERCHANT shall submit all Card Sales to WEX for processing within thirty(30)
D. In the event that MERCHANT allows a Manual Card Sale without first obtaining days of the transaction date.WEX may accept transactions up to one hundred and
an authorization from WEX,the Merchant may still accept the Card for payment, twenty(120)days from the date of the transaction for processing and billing to the
however shall contact WEX as soon as communication with the WEX authorization fleet, however, reserves the right to chargeback any such transaction that is
facilities can be re-established. disputed by a fleetcustomer.
E. When submitting a Manual Card Sale for processing,MERCHANT shall include E. MERCHANT authorizes WEX to refer to a default price per gallon table,which
the authorization or other approval code it received from WEX when submitting the maybe used when the calculated price per gallon for the transaction falls outside of
completed Card Sale to WEX for processing. WEX's acceptable range of pricing which is updated from time to time by WEX based
F. WEX limits its liability for Manual Card Sales made in accordance with Section upon market conditions. The table is based upon average price per gallon data
D above to$50.00 per transaction and$500 per day per Distribution Site.WEX collected from all merchants who accept WEX Cards.
reserves the right to change these limits from time to time.Manual Card Sales that F. MERCHANT authorizes WEX to refer to the authorization log to obtain
exceed these limits shall be at the credit risk ofMERCHANT. information to complete the processing of transactions in the event that errors are
15MINIMUM CARD SALE PROCESSINGREQUIRMENTS detected by WEX during processing. It is understood by the parties that the
A.Card Sale data sent to WEX shall include:account number,vehicle number,driver information contained in the authorization log is the"actual,real-time"information
identification number, sales date, sales time, site identification number, received by WEX from the MERCHANT at the time the use of the charge card was
authorization number, product code(s), quantity,total sales amount(in dollars), authorized. If sufficient information is not available in the authorization log to
odometer,ticket number and any other information as WEX and MERCHANT may correct any errors in the transaction file received by WEX from MERCHANT,then
mutually agree upon. these transactions will be returned back to MERCHANT for correction.
B.All Card Sales require an authorization or approval from WEX.MERCHANT shall G. Use of the defaults in Section 1.4.E and 1.4.F above does not affect the total
request such authorization from WEX for the total Card Sale amount prior to transaction value submitted for settlement and is only used to facilitate reporting to
sending the Card Sale to WEX for processing. fleet customers. It does not relieve MERCHANT of its requirements to provide
C.WEX does not provide pre-authorizations,nor does it place available credit on accurate and complete data as set forth in 1.3.A for Card Sales.
"hold".If MERCHANT calls prior to completion of the services being provided to the 1.5 CHARGEBACKS
cardholder, MERCHANT still needs to obtain an authorization number upon A.Chargebacks shall be made for Card Sales that are disputed and(i)the required
completion of the services or Card Sale to obtain payment from WEX. authorization was not obtained, (ii) were for unauthorized Products, (iii) were
D. An authorization or other approval code is not a guarantee that MERCHANT will fraudulently made by an employee of MERCHANT or (iv) the WEX Card Sale
receive payment.WEX does not provide payment to merchants based upon receipt Procedures were not followed.MERCHANT shall remain liable for all outstanding
of information during the authorization process. MERCHANT is still required to Chargebacks.
submit the completed Card Sale,including the authorization or other approval code, B. Any obligation to pay a Chargeback pursuant to this Agreement shall be
to WEX.Obtaining an authorization without submitting the completed Card Sale to unconditional and shall be waived, released or affected by any settlement,
WEX may result in non-payment by WEX for such Card Sale. extension,compromise of forbearance or other agreement made or granted by WEX
E.MERCHANT shall not accept payment through use of an expired Card or when with or to any cardholder or obligor.Failure to issue a Chargeback with knowledge
advised upon authorization inquiry,that the Card is not to be honored. of a breach of warranty or other defect shall not be deemed a waiver of any of WEX's
F. MERCHANT shall never make a Card Sale when MERCHANT believes or has rights with respect to such a Card Sale.WEX will expend normal business efforts to
reason to believe that the Card may be counterfeit or stolen or the Card Sale is in remedy against cardholders and shall not be required to exhaust its remedies
any way fraudulent or otherwise suspicious. against cardholders or others as a condition precedent to requiring performance by
G.Merchant shall maintain a record of all information required in Section 1.3.A MERCHANT of their obligations hereunder.
above.
H. Upon request, MERCHANT shall provide the cardholder with a copy of the
transaction receipt documenting the Card Sale.Such receipt shall not include the
full account number or driver identification number printed on the receipt.
I. If the Card Sale is not an island card reader transaction ("pay-at-the-pump"),
MERCHANT shall require the cardholder to sign the transaction receipt unless the
total for the Card Sale is less than$25.
J.Any Card Sale data received by WEX from MERCHANT by 5:00 p.m.Eastern Time
("ET")shall be treated as having been received on the next business day.
K. MERCHANT shall not divide the price of goods and services purchased in a single
transaction among two(2)or more transaction receipts for billing to WEX.
L.Merchant must not submit Card Sales until Products are delivered.
M. A Card must be present at the time of purchase.In the event that MERCHANT
processes a Card Sale when the Card is not presented,MERCHANT bears the risk of
the sale being charged back.
N. MERCHANT shall maintain a record of the Card Sale,including all sales data
required for a period of one(1)year. Upon the reasonable request of WEX,such
WEX Network Merchant App Agreement Rev.01 2017 6
Form W-9(Rev.3-2024) Page 2
must obtain your correct taxpayer identification number(TIN),which Foreign person.If you are a foreign person or the U.S.branch of a
may be your social security number(SSN),individual taxpayer foreign bank that has elected to be treated as a U.S.person(under
identification number(ITIN),adoption taxpayer identification number Regulations section 1.1441-1(b)(2)(iv)or other applicable section for
(ATIN),or employer identification number(EIN),to report on an chapter 3 or 4 purposes),do not use Form W-9.Instead,use the
information return the amount paid to you,or other amount reportable appropriate Form W-8 or Form 8233(see Pub.515).If you are a
on an information return.Examples of information returns include,but qualified foreign pension fund under Regulations section 1.897(I)-1(d),or
are not limited to,the following. a partnership that is wholly owned by qualified foreign pension funds,
•Form 1099-INT(interest earned or paid). that is treated as a non-foreign person for purposes of section 1445
withholding,do not use Form W-9.Instead,use Form W-8EXP(or other
•Form 1099-DIV(dividends,including those from stocks or mutual certification of non-foreign status).
funds). Nonresident alien who becomes a resident alien.Generally,only a
•Form 1099-MISC(various types of income,prizes,awards,or gross nonresident alien individual may use the terms of a tax treaty to reduce
proceeds). or eliminate U.S.tax on certain types of income.However,most tax
•Form 1099-NEC(nonemployee compensation). treaties contain a provision known as a saving clause.Exceptions
•Form 1099-B(stock or mutual fund sales and certain other specified in the saving clause may permit an exemption from tax to
transactions by brokers). continue for certain types of income even after the payee has otherwise
•Form 1099-S(proceeds from real estate transactions). become a U.S.resident alien for tax purposes.
If you are a U.S.resident alien who is relying on an exception
•Form 1099-K(merchant card and third party network transactions).
contained in the saving clause of a tax treaty to claim an exemption
•Form 1098(home mortgage interest),1098-E(student loan interest), from U.S.tax on certain types of income,you must attach a statement
and 1098-T(tuition). to Form W-9 that specifies the following five items.
•Form 1099-C(canceled debt). 1.The treaty country.Generally,this must be the same treaty under
•Form 1099-A(acquisition or abandonment of secured property). which you claimed exemption from tax as a nonresident alien.
Use Form W-9 only if you are a U.S.person(including a resident 2.The treaty article addressing the income.
alien),to provide your correct TIN. 3.The article number(or location)in the tax treaty that contains the
Caution:If you don't return Form W-9 to the requester with a TIN,you saving clause and its exceptions.
might be subject to backup withholding.See What is backup 4.The type and amount of income that qualifies for the exemption
withholding,later. from tax.
By signing the filled-out form,you: 5.Sufficient facts to justify the exemption from tax under the terms of
1.Certify that the TIN you are giving is correct(or you are waiting for a the treaty article.
number to be issued); Example.Article 20 of the U.S.-China income tax treaty allows an
2.Certify that you are not subject to backup withholding;or exemption from tax for scholarship income received by a Chinese
student temporarily present in the United States.Under U.S.law,this
3.Claim exemption from backup withholding if you are a U.S.exempt student will become a resident alien for tax purposes if their stay in the
payee;and United States exceeds 5 calendar years.However,paragraph 2 of the
4.Certify to your non-foreign status for purposes of withholding under first Protocol to the U.S.-China treaty(dated April 30,1984)allows the
chapter 3 or 4 of the Code(if applicable);and provisions of Article 20 to continue to apply even after the Chinese
5.Certify that FATCA code(s)entered on this form(if any)indicating student becomes a resident alien of the United States.A Chinese
that you are exempt from the FATCA reporting is correct.See What Is student who qualifies for this exception(under paragraph 2 of the first
FATCA Reporting,later,for further information. Protocol)and is relying on this exception to claim an exemption from tax
on their scholarship or fellowship income would attach to Form W-9 a
Note:If you are a U.S.person and a requester gives you a form other statement that includes the information described above to support that
than Form W-9 to request your TIN,you must use the requester's form if exemption.
it is substantially similar to this Form W-9.
If you are a nonresident alien or a foreign entity,give the requester the
Definition of a U.S.person.For federal tax purposes,you are appropriate completed Form W-8 or Form 8233.
considered a U.S.person if you are:
•An individual who is a U.S.citizen or U.S.resident alien; Backup Withholding
•A partnership,corporation,company,or association created or What is backup withholding?Persons making certain payments to you
organized in the United States or under the laws of the United States; must under certain conditions withhold and pay to the IRS 24%of such
•An estate(other than a foreign estate);or payments.This is called"backup withholding."Payments that may be
•A domestic trust(as defined in Regulations section 301.7701-7). subject to backup withholding include,but are not limited to,interest,
tax-exempt interest,dividends,broker and barter exchange
Establishing U.S.status for purposes of chapter 3 and chapter 4 transactions,rents,royalties,nonemployee pay,payments made in
withholding.Payments made to foreign persons,including certain settlement of payment card and third-party network transactions,and
distributions,allocations of income,or transfers of sales proceeds,may certain payments from fishing boat operators.Real estate transactions
be subject to withholding under chapter 3 or chapter 4 of the Code are not subject to backup withholding.
(sections 1441-1474).Under those rules,if a Form W-9 or other You will not be subject to backup withholding on payments you receive
certification of non-foreign status has not been received,a withholding if you give the requester your correct TIN,make the proper certifications,
agent,transferee,or partnership(payor)generally applies presumption and report all your taxable interest and dividends on your tax return.
rules that may require the payor to withhold applicable tax from the
recipient,owner,transferor,or partner(payee).See Pub.515, Payments you receive will be subject to backup withholding if:
Withholding of Tax on Nonresident Aliens and Foreign Entities. 1.You do not furnish your TIN to the requester;
The following persons must provide Form W-9 to the payor for 2.You do not certify your TIN when required(see the instructions for
purposes of establishing its non-foreign status. Part II for details);
•In the case of a disregarded entity with a U.S.owner,the U.S.owner 3.The IRS tells the requester that you furnished an incorrect TIN;
of the disregarded entity and not the disregarded entity. 4.The IRS tells you that you are subject to backup withholding
•In the case of a grantor trust with a U.S.grantor or other U.S.owner, because you did not report all your interest and dividends on your tax
generally,the U.S.grantor or other U.S.owner of the grantor trust and return(for reportable interest and dividends only);or
not the grantor trust. 5.You do not certify to the requester that you are not subject to
•In the case of a U.S.trust(other than a grantor trust),the U.S.trust backup withholding,as described in item 4 under"By signing the filled-
and not the beneficiaries of the trust. out form"above(for reportable interest and dividend accounts opened
See Pub.515 for more information on providing a Form W-9 or a after 1983 only).
certification of non-foreign status to avoid withholding.
8
Form W-9(Rev.3-2024) Page 3
Certain payees and payments are exempt from backup withholding. example,if a foreign LLC that is treated as a disregarded entity for U.S.
See Exempt payee code,later,and the separate Instructions for the federal tax purposes has a single owner that is a U.S.person,the U.S.
Requester of Form W-9 for more information. owner's name is required to be provided on line 1.If the direct owner of
See also Establishing U.S.status for purposes of chapter 3 and the entity is also a disregarded entity,enter the first owner that is not
chapter 4 withholding,earlier. disregarded for federal tax purposes.Enter the disregarded entity's
name on line 2.If the owner of the disregarded entity is a foreign person,
What Is FATCA Reporting? the owner must complete an appropriate Form W-8 instead of a Form
W-9. This is the case even if the foreign person has a U.S.TIN.
The Foreign Account Tax Compliance Act(FATCA)requires a
participating foreign financial institution to report all U.S.account Line 2
holders that are specified U.S.persons.Certain payees are exempt from If you have a business name,trade name,DBA name,or disregarded
FATCA reporting.See Exemption from FATCA reporting code,later,and entity name,enter it on line 2.
the Instructions for the Requester of Form W-9 for more information.
Line 3a
Updating Your Information Check the a ppropriate box on line 3a for the U.S.federal tax
You must provide updated information to any person to whom you classification of the person whose name is entered on line 1.Check only
claimed to be an exempt payee if you are no longer an exempt payee one box on line 3a.
and anticipate receiving reportable payments in the future from this IF the entity/individual on line 1 THEN check the box for...
person.For example,you may need to provide updated information if
you are a C corporation that elects to be an S corporation,or if you are is a(n)...
no longer tax exempt.In addition,you must furnish a new Form W-9 if • Corporation Corporation.
the name or TIN changes for the account,for example,if the grantor of a • Individual or Individual/sole proprietor.
grantor trust dies.
• Sole proprietorship
Penalties • LLC classified as a partnership Limited liability company and
Failure to furnish TIN.If you fail to furnish your correct TIN to a for U.S.federal tax purposes or enter the appropriate tax
requester,you are subject to a penalty of$50 for each such failure • LLC that has filed Form 8832 or classification:
unless your failure is due to reasonable cause and not to willful neglect. 2553 electing to be taxed as a P=Partnership,
Civil penalty for false information with respect to withholding.If you corporation C=C corporation,or
make a false statement with no reasonable basis that results in no S=S corporation.
backup withholding,you are subject to a$500 penalty. • Partnership Partnership.
Criminal penalty for falsifying information.Willfully falsifying • Trust/estate Trust/estate.
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment. Line 3b
Misuse of TINs.If the requester discloses or uses TINs in violation of Check this box if you are a partnership(including an LLC classified as a
federal law,the requester may be subject to civil and criminal penalties. partnership for U.S.federal tax purposes),trust,or estate that has any
foreign partners,owners,or beneficiaries,and you are providing this
Specific Instructions form to a partnership,trust,or estate,in which you have an ownership
interest.You must check the box on line 3b if you receive a Form W-8
Line 1 (or documentary evidence)from any partner,owner,or beneficiary
You must enter one of the following on this line;do not leave this line establishing foreign status or if you receive a Form W-9 from any
partner,owner,or beneficiary that has checked the box on line 3b.
blank.The name should match the name on your tax return.
If this Form W-9 is for a joint account(other than an account Note:A partnership that provides a Form W-9 and checks box 3b may
be required to complete Schedules K-2 and K-3(Form 1065).For more
maintained by a foreign financial institution(FFI)),list first,and then information,see the Partnership Instructions for Schedules K-2 and K-3
circle,the name of the person or entity whose number you entered in (Form 1065).
Part I of Form W-9.If you are providing Form W-9 to an FFI to document
a joint account,each holder of the account that is a U.S.person must If you are required to complete line 3b but fail to do so,you may not
provide a Form W-9. receive the information necessary to file a correct information return with
•Individual.Generally,enter the name shown on your tax return.If you the IRS or fumish a correct payee statement to your partners or
have changed your last name without informing the Social Security penasrtha.See,for lyample,sections 6698,6722,and 6724 for
Administration(SSA)of the name change,enter your first name,the last penalties that may apply.
name as shown on your social security card,and your new last name. Line 4 Exemptions
Note for ITIN applicant:Enter your individual name as it was entered If you are exempt from backup withholding and/or FATCA reporting,
on your Form W-7 application,line 1 a.This should also be the same as enter in the appropriate space on line 4 any code(s)that may apply to
the name you entered on the Form 1040 you filed with your application. you.
•Sole proprietor.Enter your individual name as shown on your Form Exempt payee code.
1040 on line 1.Enter your business,trade,or"doing business as"(DBA) • Generally,individuals(including sole proprietors)are not exempt from
name on line 2. backup withholding.
•Partnership,C corporation,S corporation,or LLC,other than a • Except as provided below,corporations are exempt from backup
disregarded entity.Enter the entity's name as shown on the entity's tax withholding for certain payments,including interest and dividends.
return on line 1 and any business,trade,or DBA name on line 2.
•Other entities.Enter your name as shown on required U.S.federal tax •• Corporations are not exempt from backup withholding for payments
documents on line 1.This name should match the name shown on the made in settlement of payment card or third-party network transactions.
charter or other legal document creating the entity.Enter any business, • Corporations are not exempt from backup withholding with respect to
trade,or DBA name on line 2. attorneys'fees or gross proceeds paid to attorneys,and corporations
•Disregarded entity.In general,a business entity that has a single that provide medical or health care services are not exempt with respect
owner,including an LLC,and is not a corporation,is disregarded as an to payments reportable on Form 1099-MISC.
entity separate from its owner(a disregarded entity).See Regulations The following codes identify payees that are exempt from backup
section 301.7701-2(c)(2).A disregarded entity should check the withholding.Enter the appropriate code in the space on line 4.
appropriate box for the tax classification of its owner.Enter the owner's 1—An organization exempt from tax under section 501(a),any IRA,or
name on line 1.The name of the owner entered on line 1 should never a custodial account under section 403(b)(7)if the account satisfies the
be a disregarded entity.The name on line 1 should be the name shown requirements of section 401(f)(2).
on the income tax return on which the income should be reported.For
9
•
Form W-9(Rev.3-2024) Page 4
2—The United States or any of its agencies or instrumentalities. F—A dealer in securities,commodities,or derivative financial
3—A state,the District of Columbia,a U.S.commonwealth or territory, instruments(including notional principal contracts,futures,forwards,
or any of their political subdivisions or instrumentalities. and options)that is registered as such under the laws of the United
States or any state.
4—A foreign government or any of its political subdivisions,agencies,
or instrumentalities. G—A real estate investment trust.
5—A corporation. H—A regulated investment company as defined in section 851 or an
entity registered at all times during the tax year under the Investment
6—A dealer in securities or commodities required to register in the Company Act of 1940.
United States,the District of Columbia,or a U.S.commonwealth or
territory. I—A common trust fund as defined in section 584(a).
7—A futures commission merchant registered with the Commodity J—A bank as defined in section 581.
Futures Trading Commission. K—A broker.
8—A real estate investment trust. L—A trust exempt from tax under section 664 or described in section
9—An entity registered at all times during the tax year under the 4947(a)(1).
Investment Company Act of 1940. M—A tax-exempt trust under a section 403(b)plan or section 457(g)
10—A common trust fund operated by a bank under section 584(a). plan.
11—A financial institution as defined under section 581. Note:You may wish to consult with the financial institution requesting
12—A middleman known in the investment communityas a nominee or this form to determine whether the FATCA code and/or exempt payee
code should be completed.
custodian.
13—A trust exempt from tax under section 664 or described in section Line 5
4947. Enter your address(number,street,and apartment or suite number).
The following chart shows types of payments that may be exempt This is where the requester of this Form W-9 will mail your information
from backup withholding.The chart applies to the exempt payees listed returns.If this address differs from the one the requester already has on
above,1 through 13. file,enter"NEW"at the top.If a new address is provided,there is still a
chance the old address will be used until the payor changes your
IF the payment is for... THEN the payment is exempt address in their records.
for...
Line 6
• Interest and dividend payments All exempt payees except
for 7. Enter your city,state,and ZIP code.
• Broker transactions Exempt payees 1 through 4 and 6 Part I. Taxpayer Identification Number(TIN)
through 11 and all C corporations.
S corporations must not enter an Enter your TIN in the appropriate box.If you are a resident alien and
exempt payee code because they you do not have,and are not eligible to get,an SSN,your TIN is your
are exempt only for sales of IRS ITIN.Enter it in the entry space for the Social security number.If you
noncovered securities acquired do not have an ITIN,see How to get a TIN below.
prior to 2012. If you are a sole proprietor and you have an EIN,you may enter either
• Barter exchange transactions Exempt payees 1 through 4. your SSN or EIN.
and patronage dividends If you are a single-member LLC that is disregarded as an entity
• Payments over$600 required to Generally,exempt payees separate from its owner,enter the owner's SSN(or EIN,if the owner has
be reported and direct sales over 1 through 5.2 one).If the LLC is classified as a corporation or partnership,enter the
$5,0001 entity's EIN.
• Payments made in settlement of Exempt payees 1 through 4. Note:See What Name and Number To Give the Requester,later,for
payment card or third-party further clarification of name and TIN combinations.
network transactions How to get a TIN.If you do not have a TIN,apply for one immediately.
S To apply for an SSN,get Form SS-5,Application for a Social Security
ee Form 1099-MISC,Miscellaneous Information,and its instructions.
Card,from your local SSA office or get this form online at
2 However,the following payments made to a corporation and www.SSA.gov.You may also get this form by calling 800-772-1213.Use
reportable on Form 1099-MISC are not exempt from backup Form W-7,Application for IRS Individual Taxpayer Identification
withholding:medical and health care payments,attomeys'fees,gross Number,to apply for an ITIN,or Form SS-4,Application for Employer
proceeds paid to an attorney reportable under section 6045(f),and Identification Number,to apply for an EIN.You can apply for an EIN
payments for services paid by a federal executive agency. online by accessing the IRS website at www.irs.gov/EIN.Go to
Exemption from FATCA reporting code.The following codes identify www.irs.gov/Forms to view,download,or print Form W-7 and/or Form
payees that are exempt from reporting under FATCA.These codes SS-4.Or,you can go to www.irs.gov/OrderForms to place an order and
apply to persons submitting this form for accounts maintained outside have Form W-7 and/or Form SS-4 mailed to you within 15 business
of the United States by certain foreign financial institutions.Therefore,if days.
you are only submitting this form for an account you hold in the United If you are asked to complete Form W-9 but do not have a TIN,apply
States,you may leave this field blank.Consult with the person for a TIN and enter"Applied For"in the space for the TIN,sign and date
requesting this form if you are uncertain if the financial institution is the form,and give it to the requester.For interest and dividend
subject to these requirements.A requester may indicate that a code is payments,and certain payments made with respect to readily tradable
not required by providing you with a Form W-9 with"Not Applicable"(or instruments,you will generally have 60 days to get a TIN and give it to
any similar indication)entered on the line for a FATCA exemption code. the requester before you are subject to backup withholding on
A—An organization exempt from tax under section 501(a)or any payments.The 60-day rule does not apply to other types of payments.
individual retirement plan as defined in section 7701(a)(37). You will be subject to backup withholding on all such payments until
B—The United States or any of its agencies or instrumentalities. you provide your TIN to the requester.
C—A state,the District of Columbia,a U.S.commonwealth or Note:Entering"Applied For"means that you have already applied for a
territory,or any of their political subdivisions or instrumentalities. TIN or that you intend to apply for one soon.See also Establishing U.S.
status for purposes of chapter 3 and chapter 4 withholding,earlier,for
D—A corporation the stock of which is regularly traded on one or when you may instead be subject to withholding under chapter 3 or 4 of
more established securities markets,as described in Regulations the Code.
section 1.1472-1(c)(1)(1). Caution:A disregarded U.S.entity that has a foreign owner must use
E—A corporation that is a member of the same expanded affiliated the appropriate Form W-8.
group as a corporation described in Regulations section 1.1472-1(c)(1)(i).
10
Form W-9(Rev.3-2024) Page 5
Part II. Certification For this type of account: Give name and EIN of:
To establish to the withholding agent that you are a U.S.person,or 8.Disregarded entity not owned by an The owner
resident alien,sign Form W-9.You may be requested to sign by the individual
withholding agent even if item 1,4,or 5 below indicates otherwise. 9.A valid trust,estate,or pension trust Legal entity'
For a joint account,only the person whose TIN is shown in Part I 10.Corporation or LLC electing corporate The corporation
should sign(when required).In the case of a disregarded entity,the status on Form 8832 or Form 2553
person identified on line 1 must sign.Exempt payees,see Exempt payee 11.Association,club,religious,charitable, The organization
code,earlier. educational,or other tax-exempt
Signature requirements.Complete the certification as indicated in organization
items 1 through 5 below. 12.Partnership or multi-member LLC The partnership
1.Interest,dividend,and barter exchange accounts opened 13.A broker or registered nominee The broker or nominee
before 1984 and broker accounts considered active during 1983. 14.Account with the Department of The public entity
You must give your correct TIN,but you do not have to sign the Agriculture In the name of a public
certification. entity(such as a state or local
government,school district,or prison)
2.Interest,dividend,broker,and barter exchange accounts that receives agricultural program
opened after 1983 and broker accounts considered inactive during payments
1983.You must sign the certification or backup withholding will apply.If 15.Grantor trust filing Form 1041 or The trust
you are subject to backup withholding and you are merely providing under the Optional Filing Method 2,
your correct TIN to the requester,you must cross out item 2 in the requiring Form 1099(see Regulations
certification before signing the form. section 1.671-4(b)(2)(i)(B))'•
3.Real estate transactions.You must sign the certification.You may List first and circle the name of the person whose number you furnish.
cross out item 2 of the certification. If only one person on a joint account has an SSN,that person's number
4.Other payments.You must give your correct TIN,but you do not must be furnished.
have to sign the certification unless you have been notified that you
have previously given an incorrect TIN."Other payments"include 'Circle the minor's name and furnish the minor's SSN.
payments made in the course of the requester's trade or business for 'You must show your individual name on line 1,and enter your business
rents,royalties,goods(other than bills for merchandise),medical and or DBA name,if any,on line 2.You may use either your SSN or EIN(if
health care services(including payments to corporations),payments to you have one),but the IRS encourages you to use your SSN.
a nonemployee for services,payments made in settlement of payment 4 List first and circle the name of the trust,estate,or pension trust.(Do
card and third-party network transactions,payments to certain fishing not furnish the TIN of the personal representative or trustee unless the
boat crew members and fishermen,and gross proceeds paid to legal entity itself is not designated in the account title.)
attorneys(including payments to corporations).
'Note:The grantor must also provide a Form W-9 to the trustee of the
5.Mortgage interest paid by you,acquisition or abandonment of trust.
secured property,cancellation of debt,qualified tuition program
payments(under section 529),ABLE accounts(under section 529A), "For more information on optional filing methods for grantor trusts,see
IRA,Coverdell ESA,Archer MSA or HSA contributions or the Instructions for Form 1041.
distributions,and pension distributions.You must give your correct Note:If no name is circled when more than one name is listed,the
TIN,but you do not have to sign the certification. number will be considered to be that of the first name listed.
What Name and Number To Give the Requester Secure Your Tax Records From Identity Theft
For this type of account: Give name and SSN of: Identity theft occurs when someone uses your personal information,
1.Individual The individual such as your name,SSN,or other identifying information,without your
2.Two or more individuals(joint account) The actual owner of the account or, permission to commit fraud or other crimes.An identity thief may use
other than an account maintained by if combined funds,the first individual your SSN to get a job or may file a tax return using your SSN to receive
an FFI on the account' a refund.
3.Two or more U.S.persons Each holder of the account To reduce your risk:
(joint account maintained by an FFI) •Protect your SSN,
4.Custodial account of a minor The minor2 •Ensure your employer is protecting your SSN,and
(Uniform Gift to Minors Act)
•Be careful when choosing a tax return preparer.
5.a.The usual revocable savings trust The grantor-trustee'
(grantor is also trustee) If your tax records are affected by identity theft and you receive a
b.So-called trust account that is not The actual owner notice from the IRS,respond right away to the name and phone number
a legal or valid trust under state law printed on the IRS notice or letter.
6.Sole proprietorship or disregarded The owner' If your tax records are not currently affected by identity theft but you
entity owned by an individual think you are at risk due to a lost or stolen purse or wallet,questionable
credit card activity,or a questionable credit report,contact the IRS
7.Grantor trust filing under Optional The grantor' Identity Theft Hotline at 800-908-4490 or submit Form 14039.
Filing Method 1(see Regulations
section 1.671-4(b)(2)(i)(A)p' For more information,see Pub.5027,Identity Theft Information for
Taxpayers.
11
Form W-9(Rev.3-2024) Page 6
Victims of identity theft who are experiencing economic harm or a Privacy Act Notice
systemic problem,or are seeking help in resolving tax problems that
have not been resolved through normal channels,may be eligible for Section 6109 of the Internal Revenue Code requires you to provide your
Taxpayer Advocate Service(TAS)assistance.You can reach TAS by correct TIN to persons(including federal agencies)who are required to
calling the TAS toll-free case intake line at 877-777-4778 or TTYTTDD file information returns with the IRS to report interest,dividends,or
800-829-4059. certain other income paid to you;mortgage interest you paid;the
Protect yourself from suspicious emails or phishing schemes. acquisition or abandonment of secured property;the cancellation of
debt;or contributions you made to an IRA,Archer
Phishing is the creation and use of email and websites designed to the form or to file
to file
The
mimic legitimate business emails and websites.The most common act person collecting this form uses the information on
is sending an email to a user falsely claiming to be an established information returns with the IRS,reporting the above information.
legitimate enterprise in an attempt to scam the user into surrendering JusticRoutine for civiluses o this informationm include giving it s,to states,the Department of
private information that will be used for identity theft. Columbia,and
U.S.ad criminal litigationl and to cities, fo the District of
and U commonwealths and territories for use in
The IRS does not initiate contacts with taxpayers via emails.Also,the administering their laws.The information may also be disclosed to other
IRS does not request personal detailed information through email or ask countries under a treaty,to federal and state agencies to enforce civil
taxpayers for the PIN numbers,passwords,or similar secret access and criminal laws,or to federal law enforcement and intelligence
information for their credit card,bank,or other financial accounts. agencies to combat terrorism.You must provide your TIN whether or not
If you receive an unsolicited email claiming to be from the IRS, you are required to file a tax return.Under section 3406,payors must
forward this message to phishing@irs.gov.You may also report misuse generally withhold a percentage of taxable interest,dividends,and
of the IRS name,logo,or other IRS property to the Treasury Inspector certain other payments to a payee who does not give a TIN to the payor.
General for Tax Administration(TIGTA)at 800-366-4484.You can Certain penalties may also apply for providing false or fraudulent
forward suspicious emails to the Federal Trade Commission at information.
spam@uce.gov or report them at www.ftc.gov/complaint.You can
contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT(877-438-4338).
If you have been the victim of identity theft,see www.IdentityTheft.gov
and Pub.5027.
Go to www.irs.gov/IdentityTheft to learn more about identity theft and
how to reduce your risk.
12
YEAR Withholding Exemption CALIFORNIA FORM
Certificate
2011 (This form can only be used to certify exemption from nonresident withholding under California Revenue 590
and Taxation Code(R&TC)Section 18662.Do not use this form for exemption from wage withholding.)
File this form with your withholding agent.(Please type or print)
Withholding agents name
Payee's name Payee's ❑SSN orITIN
o SOS file no. ❑CA corp.no. ❑ IE1
Address(number and street,PO Box,or PMB no.) Apt.no./Ste.no.
City State ZIP Code
Read the following carefully and check the box that applies to the payee.
I certify that for the reasons checked below, the payee named on this form is exempt from the California income tax withholding
requirement on payment(s)made to the entity or individual.
m Individuals—Certification of Residency:
I am a resident of California and I reside at the address shown above. If I become a nonresident at any time, I will promptly
notify the withholding agent. See instructions for General Information D,Who is a Resident, for the definition of a resident.
m Corporations:
The above-named corporation has a permanent place of business in California at the address shown above or is qualified
through the California Secretary of State(SOS)to do business in California. The corporation will file a California tax return
and withhold on payments of California source income to nonresidents when required. If this corporation ceases to have
a permanent place of business in California or ceases to do any of the above, I will promptly notify the withholding agent.
See instructions for General Information F,What is a Permanent Place of Business, for the definition of permanent place of
business.
o Partnerships or limited liability companies(LLC):
The above-named partnership or LLC has a permanent place of business in California at the address shown above or is
registered with the California SOS, and is subject to the laws of California. The partnership or LLC will file a California tax
return and will withhold on foreign and domestic nonresident partners or members when required. If the partnership or
LLC ceases to do any of the above, I will promptly inform the withholding agent. For withholding purposes, a limited liability
partnership(LLP)is treated like any other partnership.
Tax-Exempt Entities:
The above-named entity is exempt from tax under California Revenue and Taxation Code(R&TC)Section 23701
(insert letter)or Internal Revenue Code Section 501(c) (insert number). The tax-exempt entity will withhold on payments
of California source income to nonresidents when required. If this entity ceases to be exempt from tax, I will promptly notify the
withholding agent. Individuals cannot be tax-exempt entities.
Insurance Companies, Individual Retirement Arrangements(IRAs),or Qualified Pension/Profit Sharing Plans:
The above-named entity is an insurance company, IRA, or a federally qualified pension or profit-sharing plan.
o California Trusts:
At least one trustee and one noncontingent beneficiary of the above-named trust is a California resident. The trust will file a
California fiduciary tax return and will withhold on foreign and domestic nonresident beneficiaries when required. If the trustee
becomes a nonresident at any time, I will promptly notify the withholding agent.
o Estates—Certification of Residency of Deceased Person:
I am the executor of the above-named person's estate. The decedent was a California resident at the time of death. The estate
will file a California fiduciary tax return and will withhold on foreign and domestic nonresident beneficiaries when required.
o Nonmilitary Spouse of a Military Servicemember:
I am a nonmilitary spouse of a military servicemember and I meet the Military Spouse Residency Relief Act (MSRRA)
requirements. See instructions for General Information E, MSRRA.
CERTIFICATE: Please complete and sign below. Under penalties of perjury, I hereby certify that the information provided in this
document is,to the best of my knowledge,true and correct. If conditions change, I will promptly notify the withholding agent.
Payee's name and title(type or print) Daytime telephone no.
Payee's signature❑ Date
For Privacy Notice,get form FTB 1131. 7061113 Form 590 C2 2010
WEX Network Merchant App Agreement Rev.01 2017 , I
13
InstructionsforForm 590
Withholding Exemption Certificate
References in these instructions are to the California Revenue and Taxation Code(R&TC).
What's New • A state,a possession of the United States, until a valid certificate is received.In lieu ofa
backup Wicnnoiding—Beginning on or the District of Columbia,or any of its completed certificate on the preprinted form,the
political subdivisions or instrumentalities withholding agent may accept as a substitute
after January 1, 2010,with certain limited • Aforeigngovernmentoranyofitspolitical certificate a letter from the payee explaining
exceptions, payers that are required to subdivisions,agencies,or instrumentalities why the payee is not subject to withholding.The
withhold and remit backup withholding to Important—This form cannot be used letter must contain all the information required
the required
Internal Revenue Service(IRS)are also
requirreddtowithhold and remitto the Franchiseon the certificate in similar language,including for exemption from wage and real estate the under penalty of perjury statement and the
Tax Board (FTB). The California backup withholding.
withholding rate is 7/0 of the payment. For • If you are an employee, any wage payee's taxpayer identification number. The
withholding agent must retain a copy of the
California purposes,dividends,interests, withholding questions should be directed
and any financial institutions release of loan to the FTB General Information number, certificate or substitute for at least four years
funds made in the normal course of business 800.852.5711. Employers should call after the last payment to which the certificate
are exempt from backup withholding. For 888.745.3886 or go towww.edd.ca.gov. applies, and provide it upon request to the
Franchise Tax Board.
additional information on California backup • Sellers of California real estate use
withholding,go to ftb.ca.gov and search for Form 593 Real EstateWN% For example, if an entertainer (or the
backup withholding. Certificate,to claim an exemption from real entertainer's business entity) is paid for a
If a payee has backup withholding,the payee estate withholding. performance, the entertainer's information
must contact the FTB to provide a valid must be provided. Do not submit the
Taxpayer Identification Number(TIN) before B Requirement entertainer's agent or promoter information.
filing a tax return.The following are acceptable R&TC Section 18662 requires withholding The grantor of a g rantor trust shall be treated
TINs:social security number(SSN);individual of income or franchise tax on payments of as the payee for withholding purposes.
taxpayer identification number(ITIN);federal Therefore,if the payee is a grantor trust and
( ) California source income made to nonresidents
employer identification number (FEIN); of California. one or more of the grantors is a nonresident,
California corporation number(CA Corp withholding is required.If all of the grantors
No.);or Secretary of State(SOS)file number. Withholding is required on the following,but is on the trustare residents,nowithholding
Failure to provide a valid TIN will result in the not limited to: is required. Resident grantors can check
denial of the backup withholding credit. For • Payments to nonresidents for services the box on Form590labeled"Individuals
more information go to ftb.ca.gov and search rendered in California. —Certification of Residency."
for backup withholding. • Distributions of California source income
made to domestic nonresident S corporation D Who is a Resident
shareholders, partners and members and
�jeneral Information A California resident is any individual who
1-ui pulpuoeb ul lidll ulllld moult lax, allocations of California source income made is in California for other than a temporaryor
to foreign partners and members. transitory purpose or any individual domiciled
references to a spouse, husband,or wife • Payments to nonresidents for rents if the
also refer to a Registered Domestic Partner in California who is absent for a temporary or
RDP unless otherwise specified. For more payments are made in the course of the transitory purpose.
(RDP) P withholding agent's business.
information on RDPs,get FTB Pub.737,Tax • Payments to nonresidents for royalties with An individual domiciled in California who is
Information for Registered Domestic Partners. absent from California for an uninterrupted
activities in California.
Private Mail Box(PMB)—Include the PMB • Distributions of California source income to RPrg9 01 AP4igf Vaft%4414§XfAUler
in the address field.Write"PMB"first,then nonresident beneficiaries from an estate or
the box number.Example: 111 Main Street trust. outside California forother than a temporary or
PMB 123. • Prizes and winnings received by transitory purpose.
Foreign Address—Enter the information in nonresidents for contests in California. An individual is still considered outside
the following order: City,Country, Province/ However,withholding is optional if the total California for other than a temporary or
Region,and Postal Code.Follow the country's payments of California source income are transitory purpose if return visits to California do
practice for entering the postal code.Do not $1,500 or less during the calendar year. not total more than 45 days during any taxable
abbreviate the country's name. For more information on withholding get yearcovered by an employmentcontract.
FTB Pub. 1017, Resident and Nonresident This provision does not apply if an individual
A Purpose Withholding Guidelines.To get a withholding has income from stocks, bonds, notes, or
Use Form 590, Withholding Exemption publication see General Information H, other
intangiblea a personal property inw excess the
Certificate, to certifyan exemption from Publications, Forms, and Additional Y Y
ear p
nonresident withholding.California residents or Information. employment related contract is in effect.
entities should complete and present Form 590 A spouse/RDP absent from California for
to the withholding agent.The withholding agent C Who Certifies this Form an uninterrupted period of at least 546
is then relieved of the withholding requirements Form 590 is certified by the payee. An days to accompany a spouse/RDP under an
if the agent relies in good faith on a completed incomplete certificate is invalid and the employment related contract is considered
and signed Form 590 unless told bythe FTB outsideofCaliforniaforotherthanatemporary
9 withholding agent should not accept it.If the
thattheformshouldnotbereliedupon. withholding agent receives an incomplete or transitory purpose.
The following are excluded from withholding certificate,the withholding agent is required to
and completing this form: withhold tax on payments made to the payee
• The UnitedStatesandanyofitsagenciesor
instrumentalities
WEX Network Merchant App Agreement Rev.01 2017
14
Generally, an individual who comes to Income of a military servicemember's The withholding agent must then withhold
California fora purpose which will extend over nonmilitary spouse for services performed and reportthe withholding using Form 592,
a long or indefinite period will be considered a in California is not California sourceincome Resident and Nonresident Withholding
resident.However,an individual who comes to subject to state tax if the spouse is in California Statement,and remit the withholding using
perform a particular contract of short duration to be with the servicemember serving in Form 592 -Payment Voucher for Fit
will be considered a nonresident. compliance with military orders, and the and Nonresident Withholding.Form 592 -B,
For assistance in determining resident status, servicemember and spouse have the same Resident and Nonresident Withholding Tax
get FTB Pub.1031,Guidelines for Determining domicile in a state otherthan California. Statement, is retained by the withholding agent
Resident Status, and FTB Pub. 1032,Tax For additional information or assistance in and a copy is given to the payee.
Information for Military Personnel,or call the determining whether the applicant meets the
FTB at 800.852.5711 or916.845.6500. MSRRA requirements,get FTB Pub.1032. H Publications, Forms, and
Additional Information
E Military Spouse Residency F What is a Permanent Place You can download,view,and print California
Relief Act (MSRRA) of Business tax forms and publications at ftb.ca.gov.
Generally,for tax purposes you are considered A corporation has a permanent place of To have publications or forms mailed to you
to maintain yourexisting residence ordomicile. business in California if it is organized and or to get additional nonresident withholding
If a military servicemember and nonmilitary existing underthe laws of California or if it information, contact the Withholding Services
spouse have the same state of domicile,the is aforeign corporation qualified to transact and Compliance.
MSRRAprovides: intrastate business by the SOS.A corporation WITHHOLDING SERVICES AND
• Aspouse shall not be deemed to have lost that has not qualified to transact intrastate COMPLIANCE MS F182
a residence or domicile in any state solely business (e.g., a corporation engaged FRANCHISE TAX BOARD
by reason of being absentto be with the exclusively in interstate commerce)will be PO BOX 942867
servicemember serving in compliance with considered as having a permanent place of SACRAMENTO CA 94267.0651
military orders. business in California only if it maintains Telephone:888.792.4900
• A spouse shall not be deemed to have a permanent office in California that is
acquired a residence or domicile in any permanently staffed by its employees. 916.845.4900
Fax: 916.845.9512
otherstate solely by reason of being there
to be with the servicemember serving in G Withholding Agent Forallotherquestionsunrelatedtowithholding
or to access the TTY/TDD numbers, see the
compliance with military orders.
Keep Form 590 for your records.Do not information below.
Domicile is defined as the one place: send this form to the FTB unless it has been Internet and Telephone Assistance
• Whereyou maintain atrue,fixed,and specifically requested. Website: ftb.ca.gov
permanent home For more information,contact Withholding Telephone: 800.852.5711 from within the
• Towhich you intend to return whenever you Services and Compliance, see General United States
are absent Information H. 916.845.6500 from outside the
A military servicemember's nonmilitary spouse The payee must notify the withholding agent if United States
is considered a nonresident for tax purposes anyof the following situations occur: TTYITDD: 800.822.6268 for persons with
it the servicemember and spouse have the - The individual payee becomes a nonresident. hearing or speech impairments
same domicile outside of California and the Asistencia Por Internet y Telefono
spouse is in California solely to be with the • The corporation ceases to have a permanent Sitio web:ftb.ca.gov
place of business in California or ceases to Telefono: 800.852.5711 dentro de los
servicemember who is serving in compliance be qualified todo business inCalifornia. Eta U d
rh its' 1B iris to g998c Ir Mln irk • The partnership ceases to have a permanent 9 6. �5�.6�bDofuera de los Estados
lace of business in California. Unidos
spouses of military servicemembers to provide • fhe LLC ceases to have a permanent place TTY/TDD: 800.822.6268 personas con
proof thatthey meetthe criteria forCalifornia of business in California. discapacidades auditivas
personal income tax exemption as set forth in • The tax -ewtjtydoses its tax -exem pt ydel habla
the MSRRA). status.
Page 2 Form 590 Instructions 2010
WEX Network Merchant App Agreement Rev.01 2017
15
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