wex merchant agreement - north american processing...

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NOT FOR OFFICIAL USE

F-007 ADHESION.APP/IFM.AGRMNT_5.11 of 6

WRIGHT EXPRESS® MERCHANT CHARGE CARD AGREEMENT APPLICATION Please read the following before completing this form: 1) The undersigned merchant (“Merchant”) represents that the information given in this application is complete and accurate and authorizes Wright Express Corporation and Wright Express Financial Services Corporation (hereinafter collectively referred to as “Wright Express”) to check with credit reporting agencies, credit references, and other sources to confirm information given; 2) Merchant agrees to provide additional financial information to Wright Express upon request; 3) Merchant requests approval of this Wright Express Merchant Charge Card Agreement Application (“Application”); 4) Merchant agrees to the terms and conditions set forth in the Wright Express Merchant Charge Card Agreement (“Agreement”) provided with this Application and incorporated herein by reference; 5) If this application is for a general partnership or a proprietorship, Wright Express may obtain and use personal credit information (including consumer reports from consumer reporting agencies) about the individual partners or owners of the Merchant in making a credit decision, and in the administration of this program, to the extent permitted by law; 6) Merchant agrees that in the event the Merchant does not meet its obligations pursuant to the Agreement, Wright Express may report the Merchant’s liability (as well as any general partner or proprietor's) liability for and the status of the account to credit bureaus and others who may lawfully receive such information.

SECTION 1 – MERCHANT INFORMATION Full Legal Company Name

Merchant's Taxpayer ID # (TIN, FEIN or SSN)

Site Name (DBA or AKA) Please use location form for additional sites

Station Manager/Contact

Physical Site Address for site directory (number and street)

City

State

Zip+4

Site Phone

Site Fax

Highway Exit #

Nearest Highway

Mailing Address if different than physical address (for settlement & Reporting)

City

State

Zip+4

Corporate Contact (for settlement)

Phone

Fax

Email address

SECTION 2 – PROCESSING Bank Card Processor

Phone

Credit Card Network (check one): ADS Bank of America Buypass EFS First Data Corp GPI

GPS LYNK MPS (Fifth Third) NBS NOVA Paymentech SPS

Inside the site POS Equipment (example, Omni 3200, Tranz 380, etc.)

Terminal ID #

At the dispenser POS Equipment (example, Omni 3200, Tranz 380, etc.)

Terminal ID #

DO YOU SELL FUEL? Yes No If you sell fuel, please complete section 4. If you do not sell fuel, please complete section 3.

SECTION 3 - NON-PETROLEUM MERCHANTS BRANDS (Check all that apply)

Aamco Chrysler GM Les Schwab Napa Quaker St/Pennzoil ACCC D-Triumph GL Goodyear Maaco Nissan Tire Centers, Inc. AC Delco Econolube Grease Monkey Mazda Novus Toyota American Lubefast Firestone Harmon Glass Meineke Oil Changer Volvo BF Goodrich Ford Honda Midas Parts Plus Wash Depot Big O Tires Glass America Jiffy Lube Mitsubishi Pep Boys Winston Tire

BRAND PROGRAMS (Check one if applicable) Precision Tune Other ACCC GE Dealer Direct Jiffy Lube

Dodge Business Link Grease Monkey Parts Plus Dealer/Location Code (if applicable): PRIMARY SERVICE (Check one)

Auto Body Dealership Mechanical Parts Tires Car Wash Glass Oil Change/Lube Road Service

SECTION 4 - FUEL MERCHANT ONLY SITE INFORMATION Please check all features and fuel types that apply to your station:

Fuel available 24 hours Pin Pad Alcohol Unleaded Plus CNG Car Wash CRINDs (Pay-at-the-pump) Unleaded Diesel LPG Service Bays Tractor Trailer Accessible Premium Methanol

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F-007 ADHESION.APP/IFM.AGRMNT_5.11 of 6

WRIGHT EXPRESS BANKING AUTHORIZATION FORM Merchant hereby authorizes and requests Wright Express to make payments of amounts owing to Merchant by Wright Express by initiating credit entries to Merchant’s demand deposit account at the Bank indicated below (“Merchant’s Bank”), and authorizes and requests Merchant’s Bank to accept any credit entries initiated by Wright Express to such account without responsibility for the correctness thereof. In the event of an overpayment or payment in error, Merchant hereby authorizes Wright Express to initiate a debit entry to the account for each overpayment or payment in error. It is understood that for purposes of this Agreement, the term “Merchant’s Bank” shall mean and include the bank identified below by Merchant and any successor bank identified to Wright Express (i) in a Notice of Change provided to Wright Express by any Automated Clearing House Association processing credit or debit transactions under this Agreement, or (ii) by Merchant, whether orally or by other non-written means. Any such notification to Wright Express shall be effective only with respect to entries credited to Merchant’s account by the Bank after receipt of such notification and a reasonable time to act upon such notice. Merchant agrees and acknowledges that Wright Express will not be liable to Merchant for any damages resulting from the performance or the failure to perform of any Automated Clearing House Association.

SECTION 1 – BANK ACCOUNT INFORMATION Bank Name and Address

ABA Routing Number

Account Name

Account Number

IMPORTANT: PLEASE ATTACH A VOIDED CHECK We must receive a voided check (or photocopy if faxing) in order to process application.

SECTION 2 - CORPORATE INFORMATION Legal Name Corporation Partnership PC or PA LLC Mailing Address

City

State

Zip + 4

Contact

Taxpayer ID#

IMPORTANT: PLEASE ATTACH A COMPLETED W-9 AND IF YOU HAVE INCOME GENERATED FROM CALIFORNIA SOURCES,

YOU ARE REQUIRED TO COMPLETE AND RETURN FORM 590 We must receive a completed W-9 and Form 590 in order to process application.

SECTION 3 - SETTLEMENT

Please refer to the Wright Express Merchant Charge Card Agreement which accompanied this application for your Terms and Conditions. It describes the Wright Express Interchange Fee and Payment Terms.

AUTHORIZED SIGNATURE

MERCHANT: The undersigned represents and warrants to Wright Express that all of the terms and conditions of this Wright Express Merchant Charge Card Agreement Application consisting of this entire document in addition to any other document or addendum including the Wright Express Merchant Charge Card Agreement have been reviewed in their entirety, are true and correct, and set forth the agreement between Wright Express and Merchant. Additionally, the undersigned represents and warrants that he or she has authority to sign and to bind Merchant to the terms of this Application. Also, the undersigned represents that the undersigned has the authority to provide information and execute this Application on behalf of the Merchant. The Agreement shall only become effective upon Wright Express’ acceptance of the Agreement and the Application at its headquarters following approval, and the assignment to Merchant of a merchant processing identification number. The Merchant further affirms that they are establishing a credit card processing relationship with the processor indicated on the attached Wright Express merchant application. Once we begin processing credit cards through this processor, our company does not intend to process any transactions through a processing agreement with a branded petroleum marketer.

Signature

X Printed Name

Title

Date

FOR WRIGHT EXPRESS INTERNAL USE ONLY

Processed By

Date Processed

Settlement Entity

Site ID#

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WRIGHT EXPRESS MERCHANT CHARGE CARD ACCEPTANCE AGREEMENT

The merchant (“MERCHANT”) identified in the Wright Express Charge Card Acceptance Application (“Application”) understands that Wright Express Corporation (“WEX CORP”) and Wright Express Financial Services Corporation (“WEX FSC”), hereinafter referred to collectively as “WEX”, each operate commercial fleet charge card programs whereby they each issue and/or service commercial fleet charge cards for the purchase of 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, WEX CORP and WEX FSC agree as follows, subject to approval of the Application by WEX CORP and WEX FSC.

1.1 DEFINITIONS

A. “Card” or “Cards” shall mean the charge cards or other approved account access devices issued or serviced by either WEX CORP or WEX FSC bearing the trademarks of WEX CORP. Notwithstanding the foregoing, Card or Card(s) shall not include any charge card also bearing the MasterCard trademark

B. “Card Sale” shall mean any transaction involving the use of any Card at a Distribution Site.

C. “Confidential Information” shall include, without limitation, software, processes, trade secrets, financial information, customer lists, inventions, technical data, developments, pricing, drawings, business plans, schedules, test marketing data, marketing plans of either party which shall be proprietary and confidential.

D. “Distribution Sites” means the company owned or operated locations and any independently owned distributor, dealer or franchisee sites subject to the terms of this Agreement.

E. “Products” for the purposes of this Agreement, shall include motor fuel, motor oil, repairs, tires and other merchandise, excluding cash equivalent transactions, gift cards, pre‐paid cards, lottery or other games of chance.

F. “Chargeback” means that a posted sale has been disputed and the amount of such sale will be deducted from the pending settlement to the merchant in accordance with the provisions contained in the Card Sale Procedures.

1.2 HONORING CARDS A. MERCHANT shall in full compliance with this Agreement honor at its

Distribution Sites in the United States, any Card properly presented for the purchase of Products based upon the authorization process of WEX.

B. Each Card Sale shall be deemed to create a sales draft issued by the Cardholder and instructing the card issuer to pay MERCHANT. WEX shall honor such sales drafts issued in conformity with the terms and conditions set forth herein.

C. This Agreement shall not apply to any Distribution Sites where the location is able to accept the card or currently accepts the Card through an agreement with the chain or brand that MERCHANT operates its Distribution Sites under.

2.1 CARD SALES A. MERCHANT agrees to comply with the WEX Card Sale Procedures,

attached and incorporated herein as Exhibit A, and any related technical specifications regarding card acceptance provided by WEX. The current technical specification is the ISO 8583, version 2.02, dated September 2008 which provides requirements for both the point of sale equipment and the next work host (“WEX Technical Specification”). WEX reserves the right to amend, modify or supplement the WEX Technical Specification, provided that thirty (30) days written notice of any such change is provided to MERCHANT. MERCHANT agrees to adopt any such amendments or changes to the WEX Technical Specifications based upon a mutually agreed upon timeframe so that MERCHANT remains on the most up‐to‐date specification as required by WEX.

B. MERCHANT is responsible for card acceptance at all of its Distribution Sites subject to this Agreement and as such, will enter into agreements with its independently owned Distribution Sites to enable them to accept the Card in a manner consistent with this Agreement. MERCHANT will use commercially reasonable efforts to cause its independently owned Distribution Sites to comply with the terms herein. i. MERCHANT shall be responsible for distributing payments for

Card Sales to its Distribution Sites. WEX shall remit one payment to MERCHANT for all Card Sales under this Agreement as well as providing MERCHANT with its standard reporting through a daily settlement file so that MERCHANT may allocate payments as appropriate to its Distribution Sites.

C. WEX reserves the right to terminate acceptance at a Distribution Site if such Distribution Site does not remain compliant with the terms of this Agreement or if in WEX’s sole discretion, continued acceptance at the Distribution Site poses financial or reputational risk to WEX.

2.2 FEES

A. MERCHANT shall pay to WEX certain fees (“WEX Fees”) as follows: i. Interchange Fee: 3.5% of the total Card Sale. The amount

transferred by WEX shall be equal to the face amount of each Card Sale as reflected on the Card Sale receipt or the sales file transmitted to WEX based on the following formula: (Total Card Sale – Discounts provided by Merchant)–WEX Fees = Amount to MERCHANT Any discounts or rebates offered to WEX Customers shall be provided to WEX in advance, in writing. The Interchange Fee does not include any network transaction fees incurred by Merchant.

ii. Manual Transaction Fee shall be $0.20 per Card Sale, where such manual transaction is not due to an equipment or communications failure by WEX.

iii. Phone Authorization Fee shall be $0.30 per authorization, when such authorization is not made electronically, and is not the result of an equipment or communications failure by WEX.

iv. A Research Fee of $25.00/hr. per employee for any research services requested by MERCHANT, which may include, research for archived transactions or reports. WEX shall provide MERCHANT with an estimate of the amount of such fee and obtain MERCHANT's approval prior to undertaking any work.

B. Except for the interchange fee noted above, WEX reserves the right to change these fees upon thirty (30) days’ notice to Merchant.

C. Merchant shall not surcharge or impose additional fees upon cardholders who present the Card for payment under the terms of this Agreement that it does not also charge to other cardholders who present a credit or charge card as the method of payment.

2.3 MISCELLANEOUS MERCHANT RESPONSIBILITIES A. While WEX provides MERCHANT with a variety of reports for the Card

Sales that WEX processes and provides payment. MERCHANT agrees that it shall still maintain its own records of the Card Sales.

B. WEX shall not be responsible for collecting, paying or reporting taxes, fees or other charges related to purchases made using Cards such as but not limited to sales and use taxes that are incurred by MERCHANT. This section does not apply to the obligations of the parties as more fully described in Article V, Tax Reporting Service for Fuel Transactions.

C. MERCHANT shall review any reports provided by WEX regarding the Card Sales promptly upon receipt and shall notify WEX within sixty (60) days of the date of the report as to any mistakes contained therein. Failure to do so shall be deemed MERCHANT’s acceptance of the report as complete and satisfactory performance of WEX under this Agreement.

D. MERCHANT is responsible for the correction of all Card Sales that have been identified with errors and will not be processed by WEX within one hundred and twenty (120) days from the reported error processing date. MERCHANT can elect in writing to have WEX correct the errors on MERCHANT’s behalf based upon information provided by MERCHANT. Such services will be performed at WEX’s then prevailing rate.

E. MERCHANT shall provide WEX with a list of its locations, which shall be updated as necessary and prior to transmitting Card Sale data from a specific location.

3.1 PAYMENT FOR CARD SALES BY WEX A. WEX shall pay MERCHANT for each Card Sale processed by WEX less

any WEX Interchange Fee. Payment shall be made by WEX by an electronic funds transfer to a bank account or a third party designee named by MERCHANT as follows:

For FUEL MERCHANTS: no later than thirty (30) calendar days; For SERVICE MERCHANTS: no later than three (3) calendar days following the day on which the Card Sale is processed by WEX. If the payment date is a Saturday, Sunday or legal holiday, payment will be made on the next business day.

B. Any Card Sale data received by WEX from MERCHANT before 5:00 p.m. (Eastern Standard Time) shall be treated as having been received on the next business day. WEX may periodically offset or deduct from MERCHANT’s payments hereunder any amounts due to WEX from MERCHANT pursuant to this Agreement.

C. Any amounts due to MERCHANT from WEX as a result of the submission of a sales draft may be paid, at MERCHANT’S option, to MERCHANT’S network provider or other designee, based on the banking information that is provided to WEX. WEX’S payment to MERCHANT’S network provider constitutes payment in full to MERCHANT.

3.2 REPORTS A. WEX shall provide MERCHANT or its designee, its standard reporting

for Card Sales and the amounts paid to MERCHANT through its standard daily settlement reports which may include, but not be limited to

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information related to the gross Card Sales, net Card Sales and amounts due to MERCHANT.

B. WEX shall use best efforts to provide accurate and complete reports, based upon the data transmitted to WEX by MERCHANT. In the event that incorrect data was provided resulting in a correction to payment, WEX will adjust any payments to MERCHANT as required based upon the receipt of corrected data from the MERCHANT provided that such correction is requested in accordance with Section 2.3.C or 2.3.D.

C. In the event that MERCHANT requests a custom report or custom file layout, such reports may be created by mutual agreement of the parties. Additional fees may be charged to MERCHANT for the creation and maintenance of custom reporting files and will be charged only upon the agreement of the parties.

4.1 REPRESENTATIONS AND WARRANTIES A. The parties each hereby represent and warrant:

i. They are duly organized, validly existing and in good standing under the laws of their state of their organization and have all governmental approvals, licenses, filings or permits necessary to conduct their business and enter into and perform this Agreement;

ii. The Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

B. In addition, MERCHANT represents and warrants as to each Card Sale reported to WEX: i. it represents a bona fide Card Sale of Products sold and delivered

in the ordinary course of business for the total sales price reported by MERCHANT to WEX;

ii. MERCHANT shall have performed all of its obligations to the cardholder in connection with the Card Sale;

iii. it involves no other Card Sale than the one described therein; iv. each Product had quality and grade as represented by

MERCHANT; v. (for in‐store Card Sales only) MERCHANT shall have taken all

commercially reasonable steps to validate the signature of the cardholder; and,

vi. all electronically or telephonically or hardware generated invoices, receipts, records or memoranda of sales shall in fact be genuine and not forged or unauthorized.

C. WEX hereby disclaims any and all warranties, express or implied, concerning card processing services covered by this Agreement, including all warranties of merchantability and fitness for a particular purpose.

4.2 LIABILITIES A. The parties shall be liable to the other for actual damages resulting from

a breach of this Agreement whether due to the performance or failure to perform by a party.

B. Notwithstanding the foregoing, the parties shall not be liable to the other for any indirect, special, incidental or consequential damages, including, but not limited to, lost profits even if the parties have knowledge of the possibility of such damages.

5.1 CREDIT CARD ISSUER EXEMPTIONS (FEDERAL EXCISE TAX AND SOME STATES) A. WEX provides net billing of the federal excise taxes on gasoline and

diesel fuel in accordance with the Safe, Accountable, Flexible, and Efficient Transportation Equity Act of 2005 as well as net billing for certain motor fuel taxes for those states that have adopted similar rules which allow the credit card issuer to facilitate exemptions to qualified tax exempt fleets.

B. MERCHANT shall be paid for Card Sales with the applicable taxes included and shall pay its Distribution Sites with applicable taxes included when WEX is facilitating the exemption.

C. WEX will obtain from each Exempt Fleet copies of relevant tax exemption documentation necessary for the Exempt Fleet to demonstrate its tax‐exempt status.

6.1 TERM A. Initial Term: This Agreement shall commence upon the execution

hereof, and unless sooner terminated pursuant to the provisions of Section 6.2 hereof, shall remain in effect for sixty (60) months.

B. Renewal Term: This Agreement shall automatically renew for additional twentyfour (24) month terms immediately upon expiration of the term then in effect.

6.2 TERMINATION A. Any party may terminate this Agreement upon the occurrence of any of

the following: i. Provide the other parties written notice of termination by

certified or registered mail at least six (6) months prior to termination of the term in effect;

ii. the failure of a party to comply with any of the covenants or the terms, conditions, agreements and limitations set forth in this Agreement, and such failure continues for more than thirty (30) days following written notice from the other party(s)and corrective action is not undertaken and diligently pursued or, if the nature of such failure is such that it cannot reasonably be cured in 30 days;

iii. any representation or warranty made in connection with this Agreement shall prove to be false or misleading in any material respect and is not cured after thirty (30) days written notice, which may include MERCHANT’s compliance with its chargeback obligations as defined in the Card Sale Procedures;

iv. the making of an assignment for the benefit of creditors or the institution of any bankruptcy or insolvency proceeding by a party or the institution by a third party of any bankruptcy proceeding against a party hereto which is not dismissed within sixty (60) days; or,

v. the dissolution or termination of operations of a party other than in connection with a merger or sale of substantially all of such party’s assets;

vi. a party’s failure to comply with all applicable legal and regulatory requirements, whether federal or state; or

vii. a party’s intentional misrepresentation or fraud in relation to its performance under this Agreement.

B. Upon termination, MERCHANT shall: i. cease entering into Card Sales using the Card or Cards with

respect to which this Agreement is terminated; ii. cease promoting Card Sales or acceptance of Cards including

removing all decals or signage indicating acceptance from the Distribution Sites, and;

iii. return any unused materials or supplies issued by WEX with respect to any Card.

C. Termination shall not affect any party’s respective rights, duties or obligations hereunder with respect to pre‐termination Card transactions.

7.1 ENTIRE AGREEMENT/ASSIGNMENT A. Entire Agreement: This Agreement constitutes the entire agreement

between the parties with respect to the subject matter hereof; all prior agreements, representations, statements, negotiations and undertakings are superseded hereby. This Agreement may be altered or amended by a signed written agreement of the parties.

B. This Agreement is effective only upon execution by all of the parties shall be binding upon the parties, their successors and assigns. This Agreement may not be assigned without the prior written approval of the other parties, which approval shall not be unreasonably withheld. A party may assign this Agreement without the other party’s consent if (i) the assignee has the ability to perform the obligations of the assignor(s) hereunder and expressly assumes such obligations, and (ii) such assignment is in connection with a merger or sale of substantially all of the assets of the assignor, or (iii) such assignment is to an affiliate of assignor and (iv) the assignee is not a competitor of the non‐assigning party.

C. As part of any assignment, change in ownership, change in organizational structure (i.e. change from sole proprietor to partnership) or change in control, MERCHANT shall provide WEX with an updated W‐9 validating their proper legal name change and tax identification number.

7.2 SEVERABILITY AND WAIVERS OF PROVISIONS The fact that any provision of this Agreement may prove to be invalid or unenforceable under any law, rule or regulation of any governmental agency, shall not affect the validity or enforceability of any other provisions of this Agreement. The waiver of any term, condition or right under this Agreement by any party shall not waive any other term, condition or right, or the same term, condition or right on any other occasion.

7.3 FORCE MAJEURE The parties shall not be liable for failure to timely perform obligations hereunder if such performance is interrupted or delayed by reason of floods, fires, earthquakes, strikes, civil commotions, acts of war or other extraordinary or unexpected manifestations of physical occurrences which cannot be prevented by the exercise of reasonable diligence or ordinary care.

7.4 CONFIDENTIALITY AND DATA SECURITY A. The parties agree that it is in their mutual best interest to maintain the

confidentiality of the provisions of this Agreement and accordingly, agree that they will not, without the written consent of the other, intentionally disclose the terms hereof, including without limitation, the price terms (unless required by court order or other governmental authority) and that all such terms shall be held in confidence and revealed only to employees, agents, lenders or other persons having a need to know such terms in the course of such person’s employment or business relationship with such party.

B. The parties further agree that any obligations to protect Confidential Information is set forth herein shall survive termination of this Agreement for a period of three years, except that as to any Confidential Information designated in writing by the disclosing party to be a “trade secret”, such obligations shall continue indefinitely unless otherwise agreed in writing by the disclosing party.

C. All data collected by WEX from processing transactions shall remain the exclusive property of WEX. WEX may also use and disclose statistics and data generated by WEX as a result of processing transactions at MERCHANT’s Distribution Sites.

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D. The parties each agree to establish security procedures in order to safeguard Card Sale data and cardholder information. Such procedures shall be compliant with all applicable data security laws and regulations. In the event of a breach or compromise of a party’s systems resulting in a loss or theft of information (including cardholder information), or if such a breach or compromise is suspected, the impacted party shall immediately notify the other parties to this Agreement.

7.5 LICENSING OF TRADEMARKS OR SERVICEMARKS A. Both parties own certain trademarks and service marks (“Marks”),

which may be used by each other on marketing materials used in connection with the acceptance of Cards and in WEX’s standard marketing presentations identifying MERCHANT as a WEX accepting merchant (“Program Materials”). The party granting the license in the use of their Marks to the other party is referred to as the “Licensor”. The party receiving the benefits of the license in the other party’s Marks is referred to as the “Licensee”.

B. Licensor hereby grants to Licensee, a limited non‐exclusive, royalty free and non‐transferable license to use certain trademarks and service marks of Licensor for the purpose of affixing such Marks to the any program materials to be developed for the Licensee in accordance with the terms of this Agreement.

C. Licensee shall not in any manner represent that it has any ownership in the Licensor’s Marks or any registrations thereof. Licensee acknowledges that use of the Marks shall not create in Licensee’s favor any right (other than the limited rights of use granted pursuant to this license), title or interest in, or to, the Marks and that use of the Marks by the Licensee insures to the benefit of the Licensee only to the extent of the limited rights and interests set forth in this Agreement, otherwise use of the Marks by Licensee inures to the benefit of the Licensor.

7.6 GOVERNING LAW This Agreement shall be governed and construed by the internal laws of the

State of Utah (without reference to choice of law rules). 7.7 AUDIT/FINANCIAL STATEMENTS

A. Each party, at its sole expense, shall have the right to audit the book and records of the other party relating to performance of this Agreement. All audits shall be conducted in accordance with professional auditing standards and during normal business hours and the requesting party shall provide at least fifteen (15) days advance notice of their intent to audit. The audited party shall fully cooperate with the auditing party to accomplish the audit as expeditiously as possible. Any audit shall be limited in scope to no more than twelve (12) months prior to the date of the actual audit.

B. MERCHANT agrees, if requested by WEX, to furnish WEX with financial information related to its business operations. In addition, WEX may undertake any such credit reviews as necessary to verify the financial condition of MERCHANT. If requested, financial statements shall include an income statement and statement of cash flows for the applicable fiscal year and a balance sheet, footnotes to the financial statements and auditor’s opinion letter, if applicable prepared in accordance with generally accepted accounting principles, consistently applied, and shall be in accordance with the books and records of MERCHANT.

7.8 OTHER AGREEMENTS MERCHANT hereby consents to WEX granting to their principal financing source(s) a security interest in and collateral assignment of this Agreement and acknowledges that, upon the occurrence of an event of default, in connection with the present or future financing arrangements between WEX and the financing source shall have all of the rights of WEX.

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EXHIBIT A WRIGHT EXPRESS CARD SALE PROCEDURES

1.1 METHOD OF TRANSMISSION OF CARD SALES TO WEX A. MERCHANT shall have the necessary equipment to permit the electronic acceptance of the Card at its Distribution Sites including but not limited to their point of sale equipment and networking services. B. MERCHANT shall collect and transmit the Card Sale data in accordance with the WEX Technical Specification. Merchant shall obtain from Wright Express the necessary acceptance certification for its network and equipment that will be used for processing sales transaction. 1.2 MANUAL CARD SALE PROCEDURES A. If MERCHANT is unable to obtain an authorization for a Card Sale due to the communication facilities for WEX are not operable, MERCHANT must capture the sales transaction through the use of a suitable imprinter to legibly imprint the Cards on the sales slip and requiring the cardholder to sign the sales receipt (“Manual Card Sale”). B. MERCHANT shall obtain all information required in Section 1.3.A below. MERCHANT shall take all commercially reasonable efforts to protect Manual Card Sale data from fraud or misuse. C. MERCHANT shall not submit paper Manual Card Sales directly to WEX for processing unless prior approval is first obtained. In the event that WEX has agreed to accept such Manual Card Sales, WEX reserves the right to assess the Manual Transaction Fee set forth in Exhibit B. D. In the event that MERCHANT allows a Manual Card Sale without first obtaining an authorization from WEX, the Merchant may still accept the Card for payment, however shall contact WEX as soon as communication with the WEX authorization facilities can be re‐established. E. When submitting a Manual Card Sale for processing, MERCHANT shall include the authorization or other approval code it received from WEX when submitting the completed Card Sale to WEX for processing. F. WEX limits its liability for Manual Card Sales made in accordance with Section D above to $50.00 per transaction and $500 per day per Distribution Site. WEX reserves the right to change these limits from time to time. Manual Card Sales that exceed these limits shall be at the credit risk of MERCHANT. 1.3 MINIMUM CARD SALE PROCESSING REQUIRMENTS A. Card Sale data sent to WEX shall include: account number, vehicle number, driver identification number, sales date, sales time, site identification number, authorization number, product code(s), quantity, total sales amount (in dollars), odometer, ticket number and any other information as WEX and MERCHANT may mutually agree upon. B. All Card Sales require an authorization or approval from WEX. MERCHANT shall request such authorization from WEX for the total Card Sale amount prior to sending the Card Sale to WEX for processing. C. WEX does not provide pre‐authorizations, nor does it place available credit on “hold”. If MERCHANT calls prior to completion of the services being provided to the cardholder, MERCHANT still needs to obtain an authorization number upon completion of the services or Card Sale to obtain payment from WEX. D. An authorization or other approval code is not a guarantee that MERCHANT will receive payment. WEX does not provide payment to merchants based upon receipt of information during the authorization process. MERCHANT is still required to submit the completed Card Sale, including the authorization or other approval code, to WEX. Obtaining an authorization without submitting the completed Card Sale to WEX may result in non‐payment by WEX for such Card Sale. E. MERCHANT shall not accept payment through use of an expired Card or when advised upon authorization inquiry, that the Card is not to be honored. F. MERCHANT shall never make a Card Sale when MERCHANT believes or has reason to believe that the Card may be counterfeit or stolen or the Card Sale is in any way fraudulent or otherwise suspicious. G. Merchant shall maintain a record of all information required in Section 1.3.A 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

records shall be provided to WEX within thirty (30) calendar days of WEX’s request. Failure to provide the requested record will result in a charge back of the Card Sale to MERCHANT. 1.4 DATA INPUT AND TRANSMISSION A. Merchant is responsible for the data entry of Card Sale information by its personnel, or representatives. All data shall meet the WEX Technical Specification and shall be in good and usable condition. B. If information pertaining to any Card Sale is garbled in transmission such that part or all of the record is likely to vary from what MERCHANT transmitted, WEX may advise MERCHANT of the suspected inaccuracy and request retransmission of the record or other appropriate confirmation. WEX may, with notice to MERCHANT, withhold payment for such Card Sales until the record is retransmitted or MERCHANT provides other appropriate confirmation. C. If MERCHANT has not provided WEX with required information or that WEX needs to interpret, verify, or validate a Card Sale, WEX may, withhold payment for such Card Sale until MERCHANT sends WEX the necessary information. WEX may make appropriate adjustments in its settlements with MERCHANT to reflect the receipt or correction of any such Card Sale information. WEX shall provide notice to MERCHANT of any Card Sales that it is not able to process due to errors or missing information through its daily settlement reports. D. MERCHANT shall submit all Card Sales to WEX for processing within thirty (30) days of the transaction date. WEX may accept transactions up to one hundred and twenty (120) days from the date of the transaction for processing and billing to the fleet, however, reserves the right to chargeback any such transaction that is disputed by a fleet customer. E. MERCHANT authorizes WEX to refer to a default price per gallon table, which may be used when the calculated price per gallon for the transaction falls outside of WEX’s acceptable range of pricing which is updated from time to time by WEX based upon market conditions. The table is based upon average price per gallon data collected from all merchants who accept WEX Cards. F. MERCHANT authorizes WEX to refer to the authorization log to obtain information to complete the processing of transactions in the event that errors are detected by WEX during processing. It is understood by the parties that the information contained in the authorization log is the “actual, real‐time” information received by WEX from the MERCHANT at the time the use of the charge card was authorized. If sufficient information is not available in the authorization log to correct any errors in the transaction file received by WEX from MERCHANT, then these transactions will be returned back to MERCHANT for correction. G. Use of the defaults in Section 1.4.E and 1.4.F above does not affect the total transaction value submitted for settlement and is only used to facilitate reporting to fleet customers. It does not relieve MERCHANT of its requirements to provide accurate and complete data as set forth in 1.3.A for Card Sales. 1.5 CHARGEBACKS A. Chargebacks shall be made for Card Sales that are disputed and (i) the required authorization was not obtained, (ii) were for unauthorized Products, (iii) were fraudulently made by an employee of MERCHANT or (iv) the WEX Card Sale Procedures were not followed. MERCHANT shall remain liable for all outstanding Chargebacks. B. Any obligation to pay a Chargeback pursuant to this Agreement shall be unconditional and shall be waived, released or affected by any settlement, extension, compromise of forbearance or other agreement made or granted by WEX with or to any cardholder or obligor. Failure to issue a Chargeback with knowledge of a breach of warranty or other defect shall not be deemed a waiver of any of WEX’s rights with respect to such a Card Sale. WEX will expend normal business efforts to remedy against cardholders and shall not be required to exhaust its remedies against cardholders or others as a condition precedent to requiring performance by MERCHANT of their obligations hereunder.

SAMPLE


Form W-9(Rev. January 2011)Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

Give Form to the requester. Do not send to the IRS.

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See

Sp

ecifi

c In

stru

ctio

ns o

n p

age

2.

Name (as shown on your income tax return)

Business name/disregarded entity name, if different from above

Check appropriate box for federal tax

classification (required): Individual/sole proprietor C Corporation S Corporation Partnership Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ▶

Other (see instructions) ▶

Exempt payee

Address (number, street, and apt. or suite no.)

City, state, and ZIP code

Requester’s name and address (optional)

List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number

– –

–

Employer identification number

Part II CertificationUnder penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign Here

Signature of U.S. person ▶ Date ▶

General InstructionsSection references are to the Internal Revenue Code unless otherwise noted.

Purpose of FormA person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

Cat. No. 10231X Form W-9 (Rev. 1-2011)

SAMPLE


Form W-9 (Rev. 1-2011) Page 2

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Updating Your InformationYou must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this 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 no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

PenaltiesFailure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific InstructionsNameIf you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity's name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity. Enter the owner's name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner's name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

SAMPLE



Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.

Exempt Payee If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the “Business name/disregarded entity name,” sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . . THEN the payment is exempt for . . .

Interest and dividend payments All exempt payees except for 9

Broker transactions Exempt payees 1 through 5 and 7 through 13. Also, C corporations.

Barter exchange transactions and patronage dividends

Exempt payees 1 through 5

Payments over $600 required to be reported and direct sales over $5,000 1

Generally, exempt payees 1 through 7 2

1 See Form 1099-MISC, Miscellaneous Income, and its instructions.2 However, the following payments made to a corporation and reportable on Form

1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. CertificationTo establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

SAMPLE



4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the RequesterFor this type of account: Give name and SSN of:

1. Individual The individual2. Two or more individuals (joint

account)The actual owner of the account or, if combined funds, the first individual on the account 1

3. Custodian account of a minor (Uniform Gift to Minors Act)

The minor 2

4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law

The grantor-trustee 1

The actual owner 1

5. Sole proprietorship or disregarded entity owned by an individual

The owner 3

6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))

The grantor*

For this type of account: Give name and EIN of:

7. Disregarded entity not owned by an individual

The owner

8. A valid trust, estate, or pension trust Legal entity 4

9. Corporation or LLC electing corporate status on Form 8832 or Form 2553

The corporation

10. Association, club, religious, charitable, educational, or other tax-exempt organization

The organization

11. Partnership or multi-member LLC The partnership12. A broker or registered nominee The broker or nominee

13. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments

The public entity

14. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))

The trust

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

2 Circle the minor’s name and furnish the minor’s SSN.

3 You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

*Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity TheftIdentity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected]. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: [email protected] or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act NoticeSection 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

SAMPLE


For Privacy Notice, get form FTB 1131. Form 590 C2 20107061113

-

File this form with your withholding agent. (Please type or print)Withholding agent’s name

Payee’s name Payee’s SSN or ITIN SOS file no. CA corp. no. FEIN

Address (number and street, PO Box, or PMB no.) Apt. no./ Ste. no.

City State ZIP Code

Withholding Exemption Certificate(This form can only be used to certify exemption from nonresident withholding under California Revenue and Taxation Code (R&TC) Section 18662. Do not use this form for exemption from wage withholding.)

YEAR

2011CALIFORNIA FORM

590

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.

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.

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.

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.

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.

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.

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 ____________________

SAMPLE


Form 590 Instructions 2010 Page �

Instructions for Form 590Withholding Exemption CertificateReferences in these instructions are to the California Revenue and Taxation Code (R&TC).

What’s NewBackup Withholding – Beginning on or after January 1, 2010, with certain limited exceptions, payers that are required to withhold and remit backup withholding to the Internal Revenue Service (IRS) are also required to withhold and remit to the Franchise Tax Board (FTB). The California backup withholding rate is 7% of the payment. For California purposes, dividends, interests, and any financial institutions release of loan funds made in the normal course of business are exempt from backup withholding. For additional information on California backup withholding, go to ftb.ca.gov and search for backup withholding.If a payee has backup withholding, the payee must contact the FTB to provide a valid Taxpayer Identification Number (TIN) before filing a tax return. The following are acceptable TINs: social security number (SSN); individual taxpayer identification number (ITIN); federal employer identification number (FEIN); California corporation number (CA Corp No.); or Secretary of State (SOS) file number. Failure to provide a valid TIN will result in the denial of the backup withholding credit. For more information go to ftb.ca.gov and search for backup withholding.

General InformationFor purposes of California income tax, references to a spouse, husband, or wife also refer to a Registered Domestic Partner (RDP) unless otherwise specified. For more information on RDPs, get FTB Pub. 737, Tax Information for Registered Domestic Partners.Private Mail Box (PMB) – Include the PMB in the address field. Write “PMB” first, then the box number. Example: 111 Main Street PMB 123.Foreign Address – Enter the information in the following order: City, Country, Province/Region, and Postal Code. Follow the country’s practice for entering the postal code. Do not abbreviate the country’s name.

A PurposeUse Form 590, Withholding Exemption Certificate, to certify an exemption from nonresident withholding. California residents or entities should complete and present Form 590 to the withholding agent. The withholding agent is then relieved of the withholding requirements if the agent relies in good faith on a completed and signed Form 590 unless told by the FTB that the form should not be relied upon.The following are excluded from withholding and completing this form:• The United States and any of its agencies or

instrumentalities

• A state, a possession of the United States, the District of Columbia, or any of its political subdivisions or instrumentalities

• A foreign government or any of its political subdivisions, agencies, or instrumentalities

Important – This form cannot be used for exemption from wage and real estate withholding. • If you are an employee, any wage

withholding questions should be directed to the FTB General Information number, 800.852.5711. Employers should call 888.745.3886 or go to www.edd.ca.gov.

• Sellers of California real estate use Form 593‑C, Real Estate Withholding Certificate, to claim an exemption from real estate withholding.

B RequirementR&TC Section 18662 requires withholding of income or franchise tax on payments of California source income made to nonresidents of California.Withholding is required on the following, but is not limited to:• Payments to nonresidents for services

rendered in California.• Distributions of California source income

made to domestic nonresident S corporation shareholders, partners and members and allocations of California source income made to foreign partners and members.

• Payments to nonresidents for rents if the payments are made in the course of the withholding agent’s business.

• Payments to nonresidents for royalties with activities in California.

• Distributions of California source income to nonresident beneficiaries from an estate or trust.

• Prizes and winnings received by nonresidents for contests in California.

However, withholding is optional if the total payments of California source income are $1,500 or less during the calendar year.For more information on withholding get FTB Pub. 1017, Resident and Nonresident Withholding Guidelines. To get a withholding publication see General Information H, Publications, Forms, and Additional Information.

C Who Certifies this Form Form 590 is certified by the payee. An incomplete certificate is invalid and the withholding agent should not accept it. If the withholding agent receives an incomplete certificate, the withholding agent is required to withhold tax on payments made to the payee

until a valid certificate is received. In lieu of a completed certificate on the preprinted form, the withholding agent may accept as a substitute certificate a letter from the payee explaining why the payee is not subject to withholding. The letter must contain all the information required on the certificate in similar language, including the under penalty of perjury statement and the payee’s taxpayer identification number. The withholding agent must retain a copy of the certificate or substitute for at least four years after the last payment to which the certificate applies, and provide it upon request to the Franchise Tax Board.For example, if an entertainer (or the entertainer’s business entity) is paid for a performance, the entertainer’s information must be provided. Do not submit the entertainer’s agent or promoter information. The grantor of a grantor trust shall be treated as the payee for withholding purposes. Therefore, if the payee is a grantor trust and one or more of the grantors is a nonresident, withholding is required. If all of the grantors on the trust are residents, no withholding is required. Resident grantors can check the box on Form 590 labeled “Individuals — Certification of Residency.”

D Who is a ResidentA California resident is any individual who is in California for other than a temporary or transitory purpose or any individual domiciled in California who is absent for a temporary or transitory purpose.An individual domiciled in California who is absent from California for an uninterrupted period of at least 546 consecutive days under an employment‑related contract is considered outside California for other than a temporary or transitory purpose.An individual is still considered outside California for other than a temporary or transitory purpose if return visits to California do not total more than 45 days during any taxable year covered by an employment contract.This provision does not apply if an individual has income from stocks, bonds, notes, or other intangible personal property in excess of $200,000 in any taxable year in which the employment‑related contract is in effect.A spouse/RDP absent from California for an uninterrupted period of at least 546 days to accompany a spouse/RDP under an employment‑related contract is considered outside of California for other than a temporary or transitory purpose.

SAMPLE


Page � Form 590 Instructions 2010

Income of a military servicemember’s nonmilitary spouse for services performed in California is not California source income subject to state tax if the spouse is in California to be with the servicemember serving in compliance with military orders, and the servicemember and spouse have the same domicile in a state other than California.For additional information or assistance in determining whether the applicant meets the MSRRA requirements, get FTB Pub. 1032.

F What is a Permanent Place of Business

A corporation has a permanent place of business in California if it is organized and existing under the laws of California or if it is a foreign corporation qualified to transact intrastate business by the SOS. A corporation that has not qualified to transact intrastate business (e.g., a corporation engaged exclusively in interstate commerce) will be considered as having a permanent place of business in California only if it maintains a permanent office in California that is permanently staffed by its employees.

G Withholding AgentKeep Form 590 for your records. Do not send this form to the FTB unless it has been specifically requested. For more information, contact Withholding Services and Compliance, see General Information H.The payee must notify the withholding agent if any of the following situations occur:• The individual payee becomes a nonresident.• The corporation ceases to have a permanent

place of business in California or ceases to be qualified to do business in California.

• The partnership ceases to have a permanent place of business in California.

• The LLC ceases to have a permanent place of business in California.

• The tax‑exempt entity loses its tax‑exempt status.

The withholding agent must then withhold and report the withholding using Form 592, Resident and Nonresident Withholding Statement, and remit the withholding using Form 592‑V, Payment Voucher for Resident and Nonresident Withholding. Form 592‑B, Resident and Nonresident Withholding Tax Statement, is retained by the withholding agent and a copy is given to the payee.

H Publications, Forms, and Additional Information

You can download, view, and print California tax forms and publications at ftb.ca.gov.To have publications or forms mailed to you or to get additional nonresident withholding information, contact the Withholding Services and Compliance. WITHHOLDING SERVICES AND

COMPLIANCE MS F182 FRANCHISE TAX BOARD PO BOX 942867 SACRAMENTO CA 94267‑0651

Telephone: 888.792.4900 916.845.4900 Fax: 916.845.9512

For all other questions unrelated to withholding or to access the TTY/TDD numbers, see the information below.Internet and Telephone AssistanceWebsite: ftb.ca.gov Telephone: 800.852.5711 from within the

United States 916.845.6500 from outside the

United StatesTTY/TDD: 800.822.6268 for persons with

hearing or speech impairmentsAsistencia Por Internet y Teléfono Sitio web: ftb.ca.gov Teléfono: 800.852.5711 dentro de los

Estados Unidos 916.845.6500 fuera de los Estados

Unidos TTY/TDD: 800.822.6268 personas con

discapacidades auditivas y del habla

Generally, an individual who comes to California for a purpose which will extend over a long or indefinite period will be considered a resident. However, an individual who comes to perform a particular contract of short duration will be considered a nonresident. For assistance in determining resident status, get FTB Pub. 1031, Guidelines for Determining Resident Status, and FTB Pub. 1032, Tax Information for Military Personnel, or call the FTB at 800.852.5711 or 916.845.6500.

E Military Spouse Residency Relief Act (MSRRA)

Generally, for tax purposes you are considered to maintain your existing residence or domicile. If a military servicemember and nonmilitary spouse have the same state of domicile, the MSRRA provides: • A spouse shall not be deemed to have lost

a residence or domicile in any state solely by reason of being absent to be with the servicemember serving in compliance with military orders.

• A spouse shall not be deemed to have acquired a residence or domicile in any other state solely by reason of being there to be with the servicemember serving in compliance with military orders.

Domicile is defined as the one place: • Where you maintain a true, fixed, and

permanent home • To which you intend to return whenever you

are absent A military servicemember’s nonmilitary spouse is considered a nonresident for tax purposes if the servicemember and spouse have the same domicile outside of California and the spouse is in California solely to be with the servicemember who is serving in compliance with Permanent Change of Station orders (Note: California may require nonmilitary spouses of military servicemembers to provide proof that they meet the criteria for California personal income tax exemption as set forth in the MSRRA ).

SAMPLE


03/2006

Voyager Card Acceptance Agreement

CORPORATE INFORMATION

LEGAL NAME NUMBER OF LOCATIONS

OWNER NAME

ADDRESS

CITY STATE ZIP CODE

PHONE NUMBER FAX NUMBER

PRICING INFORMATION

DISCOUNT RATE PER ITEM FEE AUTHORIZATION VENDOR SET UP FEE

. % + $ . BUYPASS SPS $ . CHARGEBACK FEE

$ .

By signing below, I represent that I have read this Agreement and that the business entity indicated above agrees to be bound by this Agreement. This Agreement becomes effective upon approval of such business entity to accept the Voyager Card by SPC. Name (Please print): _____________________________ Title: ______________________

Please Sign Here _______________________________________ Date: ______________

SAMPLE


Voyager09/05 CONFIDENTIAL

VOYAGER FLEET CARD AGREEMENT This Voyager Fleet Card Agreement (together with its addenda, attachments, and schedules shall be hereinafter known as the “VOYAGER AGREEMENT”), by and between SPC, Inc. d/b/a First National Merchant Solutions, a Nebraska Corporation (“SPC”) and MERCHANT shall become effective on the date executed by a duly authorized representative of SPC.

A. WHEREAS, MERCHANT, in furtherance of its business operations, wishes to accept Voyager Fleet Cards (“VOYAGER CARDS”) and also wishes to have SPC process the resulting transactions (“VOYAGER SALES”) pursuant to the terms, conditions and rules set out below;

B. WHEREAS, SPC wishes to process said VOYAGER SALES; and

C. WHEREAS, SPC and Voyager Fleet Systems, Inc. (“VFSI”) each have adopted rules and regulations relating to all aspects of VOYAGER SALES processing. Such rules and regulations, as amended from time to time, are incorporated by this reference herein and shall be referred to as the “VOYAGER RULES.” The current VOYAGER RULES are attached hereto and fully incorporated herein by this reference.

NOW, THEREFORE, in consideration of the mutual promises made herein and other valuable consideration, receipt and sufficiency of which are hereby acknowledged, the PARTIES do hereby agree as follows:

1. GENERAL: 1.1 As a result of MERCHANT submitting VOYAGER SALES for processing to SPC, SPC will process such

VOYAGER SALES and credit or debit MERCHANT’S DESIGNATED ACCOUNT (as defined herein) with the resulting financial proceeds of such VOYAGER SALES. In addition, when a disputed transaction (“CHARGEBACK”) occurs, MERCHANT agrees to provide all requested information to SPC and SPC agrees to forward such information to VFSI in accordance with the VOYAGER RULES. SPC is not responsible for the outcome of any CHARGEBACK.

1.2 MERCHANT agrees that this AGREEMENT is confidential and will not disclose it to any third party without the prior written consent to SPC.

1.3 MERCHANT shall comply with the VOYAGER RULES and additional VOYAGER RULES, which may be supplied from time to time.

1.4 SPC reserves the right to amend the VOYAGER RULES at any time. Submission by MERCHANT of VOYAGER SALES at any time after seven (7) days from the date of distribution of amended VOYAGER RULES to MERCHANT’S address for processing statements, shall be evidence that MERCHANT has received the amended VOYAGER RULES and has agreed to abide by them.

1.5 MERCHANT agrees that this VOYAGER AGREEMENT is confidential and will not disclose it to any third party without the prior written consent of SPC. MERCHANT agrees not to disclose any cardholder account information or other personal information or other transaction information except to MERCHANT’s agents to assist in completing a transaction or as required by law. MERCHANT agrees to maintain all systems containing account, cardholder, or transaction information in a secure manner to ensure such information is not disclosed or misused.

1.6 Submission by MERCHANT of VOYAGER SALES at any time after seven (7) days from the date of distribution of amended VOYAGER RULES to MERCHANT’S address for processing statements, shall be evidence that MERCHANT has received the amended VOYAGER RULES and has agreed to abide by them.

2. TERM OF VOYAGER AGREEMENT: 2.1 This VOYAGER AGREEMENT shall run concurrent with the term of the MERCHANT’s Merchant

Transaction Processing Agreement for Visa and MasterCard processing. 3. PAYMENT OF SUMS: 3.1 MERCHANT agrees to pay SPC the fees as set forth in this AGREEMENT. MERCHANT further agrees

to pay all other sums owed to SPC (“VOYAGER FEES”) associated with VOYAGER SALES. MERCHANT agrees that it is jointly and severally liable for all VOYAGER FEES, charges, and other sums owed to SPC by any affiliated entities of MERCHANT.

3.2 MERCHANT agrees that FEES not listed in the VOYAGER AGREEMENT will be charged at SPC’s current rate.

3.3 The FEES may be amended by SPC on thirty (30) days written notice to MERCHANT unless provided otherwise herein.

3.4 MERCHANT agrees to pay SPC for CHARGEBACKS. MERCHANT understands that SPC is in no way financially responsible for CHARGEBACKS. MERCHANT’S obligation to pay CHARGEBACKS shall survive the termination or expiration of VOYAGER AGREEMENT.

SAMPLE



3.5 If VFSI should levy a fine or penalty or assess a charge to SPC as a result of MERCHANT’s VOYAGER SALES or CHARGEBACK activity, MERCHANT agrees to pay such fines, penalties, or charges, and any administrative fees associated with same.

3.6 MERCHANT shall establish a designated account at the institution of its choice (“DESIGNATED ACCOUNT”) for the credit and debit of sums between the parties. MERCHANT, pursuant to the Funds Transfer Instructions set out herein, authorizes SPC to make deposits and withdrawals from the DESIGNATED ACCOUNT. MERCHANT agrees to maintain a positive balance in the DESIGNATED ACCOUNT and to deposit funds so that the balance required by SPC is maintained. If AGREEMENT is terminated for any reason, the DESIGNATED ACCOUNT shall be maintained for a minimum period of six months in order to secure the obligations of MERCHANT unless otherwise agreed by the PARTIES. MERCHANT agrees to indemnify and hold harmless all financial institutions from any loss or claim incurred for acting on instructions from SPC with respect to the DESIGNATED ACCOUNT.

3.7 MERCHANT agrees not to pledge or assign the DESIGNATED ACCOUNT, any proceeds of it or any other amounts due SPC under this VOYAGER AGREEMENT to any person or entity and MERCHANT shall continually maintain the DESIGNATED ACCOUNT free from all liens and encumbrances. In the event a SECURITY DEPOSIT, as defined below, is established MERCHANT authorizes SPC to make withdrawals from the DESIGNATED ACCOUNT to replenish the SECURITY DEPOSIT as necessary.

3.8 MERCHANT agrees to provide SPC with a deposit in the amount of money required by SPC (“SECURITY DEPOSIT”), if necessary: (i) at the time this VOYAGER AGREEMENT is executed or (ii) at any time during the term of this VOYAGER AGREEMENT.

3.9 SPC agrees to pay MERCHANT for SALES less FEES owed to SPC by MERCHANT. SPC shall deduct FEES from incoming transactions or debit the same from MERCHANT’s DESIGNATED ACCOUNT. SPC is not obligated to pay MERCHANT or credit the DESIGNATED ACCOUNT for any VOYAGER SALES transmitted or delivered to SPC after MERCHANT becomes insolvent, ceases to do business, or dissolves.

3.10 SPC has the right of recoupment and set-off. This means that SPC may offset any outstanding or uncollected amounts owed to SPC from (i) any amounts SPC would otherwise be obligated to deposit into the DESIGNATED ACCOUNT, and (ii) any other amounts SPC may owe MERCHANT under this VOYAGER AGREEMENT or any other agreement. MERCHANT agrees that if MERCHANT files for bankruptcy, and to create adequate protection under Bankruptcy Code section 362 for SPC, MERCHANT must create or maintain the SECURITY DEPOSIT as required by SPC, and SPC may offset against the SECURITY DEPOSIT for any and all obligations which MERCHANT may owe to SPC, without regard to whether the obligations relate to VOYAGER SALES or SERVICES initiated or created before or after the filing of the bankruptcy petition.

3.11 If AGREEMENT is terminated early for any reason other than set out in paragraph 4.1, 4.2.1 or 4.2.2, MERCHANT agrees to pay SPC an early termination fee (“EARLY TERMINATION FEE”) of two hundred fifty dollars ($250.00) per Merchant Identification Number (“MID”). MERCHANT agrees that the EARLY TERMINATION FEE shall also be due to SPC if MERCHANT discontinues submitting VOYAGER SALES for processing during this AGREEMENT TERM.

3.12 If MERCHANT breaches VOYAGER AGREEMENT or if SPC identifies suspicious or irregular activity related to VOYAGER SALES, SPC may refuse to process VOYAGER SALES and/or may hold funds pending the cure of such breach or resolution of such activity.

3.13 If MERCHANT does not pay any sums due within thirty (30) days from date of notice, SPC will charge, and MERCHANT agrees to pay, a late fee of one and one-half percent (1.5%) per month on the balance outstanding or the highest amount allowed by law.

3.14 If this AGREEMENT is terminated, MERCHANT shall pay SPC all fees associated with deconversion. Deconversion means SPC’s assistance in moving MERCHANT to a new processor. Deconversion costs include but are not limited to customer service or technical support during the period of deconversion, communication costs, and attorney’s fees of SPC’s counsel.

3.15 If SPC takes any action against MERCHANT to collect any VOYAGER FEES or monies due to SPC from MERCHANT, MERCHANT agrees to pay all costs of collection, including but not limited to, attorney’s fees, to the extent allowed by law.

3.16 SPC has the right, at any time during the term of this VOYAGER AGREEMENT, to hold MERCHANT’S funds in order to establish a reserve in an amount necessary to ensure payment of all amounts due to SPC; and/or, in an amount necessary to pay government entities which are attempting to collect from SPC, or its parent, taxes due by MERCHANT associated with the use of VOYAGER CARDS at MERCHANT’S location(s). MERCHANT agrees that SPC shall have the right to remit said tax amounts to said government entities regardless of whether such amounts are in dispute between the government entity and MERCHANT. MERCHANT shall hold SPC harmless for said remittance, pursuant to paragraph 8.2 of this VOYAGER AGREEMENT.

3.17 MERCHANT agrees that if it has only been approved to process VOYAGER SALES and has not applied for nor been approved to process Visa or MasterCard transactions, it is strictly prohibited from

SAMPLE



processing Visa and MasterCard transactions without further application and approval. If MERCHANT violates this provision and processes Visa or MasterCard transactions, MERCHANT will assume full liability for CHARGEBACKS and any fees on such transactions. Such CHARGEBACKS shall be deducted from the DESIGNATED ACCOUNT. MERCHANT further agrees to pay a Visa/MasterCard DISCOUNT RATE of ten percent (10%) per transaction and any other additional costs of processing these transactions. SPC reserves the right to: (1) terminate this VOYAGER AGREEMENT; (2) refuse to process Visa or MasterCard transactions, and/or (3) hold all funds associated with such transaction(s) for one hundred and eighty (180) days to ensure payment for all CHARGEBACKS and/or fees.

4. TERMINATION OF VOYAGER AGREEMENT: 4.1 This VOYAGER AGREEMENT may be terminated by SPC at any time effective upon thirty (30) days

written notice. 4.2 MERCHANT may terminate this AGREEMENT as follows:

4.2.1 upon SPC’s default of any material obligation to MERCHANT thereunder and the failure of SPC to cure such default within thirty (30) days after written notice of such default; or

4.2.2 upon written notice of non-renewal at least thirty (30) days prior to the commencement of any RENEWAL TERM.

4.2.3 On thirty (30) days notice of termination accompanied by payment to SPC of the EARLY TERMINATION FEE.

4.3 In order to protect SPC AND VFSI, SPC may terminate this AGREEMENT effective immediately for any of the following reasons: 4.3.1. insolvency, receivership, voluntary or involuntary bankruptcy, assignment of any of

MERCHANT’s assets for the benefit of MERCHANT’s property creditors, or any part of MERCHANT’s property is or becomes subject to any levy, seizure, assignment or sale for or by any creditor or governmental agency without being released within thirty (30) days thereafter;

4.3.2 if MERCHANT fails to pay any VOYAGER FEES when due; 4.3.3 if MERCHANT has misrepresented or omitted any material information provided to; 4.3.4 if MERCHANT is in breach of the VOYAGER AGREEMENT or the RULES; 4.3.5 if MERCHANT, after SPC’s request, fails to send copies of VOYAGER SALES DRAFTS to

SPC; 4.3.6 if MERCHANT submits for processing VOYAGER SALES that were not originated as a result of

a direct VOYAGER SALE transaction between a cardholder and MERCHANT in the normal course of business (“LAUNDERING”);

4.3.7 if the number of CHARGEBACKS experienced by MERCHANT in any one (1) month exceeds one percent (1%) of the number of VOYAGER SALES in that or any prior month;

4.3.8 in the event the MERCHANT, its principal, or associated parties are identified under any program designed to monitor merchants; or

4.3.9 if MERCHANT is inactive for ninety (90) days and is not a seasonal MERCHANT. 4.4 Upon the notice of termination or expiration of the VOYAGER AGREEMENT, SPC is entitled to retain

sufficient funds to cover anticipated VOYAGER FEES. If there is not enough money retained to cover the anticipated VOYAGER FEES, SPC may require MERCHANT to remit additional funds. This sum will be retained by SPC for a period of one hundred eighty (180) days from the date of the last VOYAGER SALE processed by MERCHANT, plus the period of any warranty or guarantee on goods and/or services sold by MERCHANT and processed as VOYAGER SALES under VOYAGER AGREEMENT. VOYAGER FEES due to SPC received during this period will be debited from this sum. At the end of the period defined above, SPC will release to MERCHANT the balance of the sums retained net any FEES that are then being processed or disputed.

5. BANKRUPTCY: 5.1 It is not the intention of the PARTIES that SPC remain obligated to continue processing VOYAGER

SALES in the event of a bankruptcy filing by MERCHANT. Upon filing voluntary or involuntary bankruptcy proceedings by or against MERCHANT, MERCHANT must notify SPC in writing within five (5) days. Notification must be sent by certified mail to SPC at the address for NOTICES set out herein.

5.2 Credits to MERCHANT’s DESIGNATED ACCOUNT and other payments to MERCHANT are provisional. The PARTIES acknowledge the VOYAGER AGREEMENT is an agreement whereby SPC is extending financial accommodations to MERCHANT within the meaning of Section 365 of the Bankruptcy Code as amended from time to time. The right of MERCHANT to receive any amounts due or to become due from SPC is expressly subject and subordinate to the CHARGEBACKS, setoff, lien, and security interest rights of SPC under this AGREEMENT without regard to whether such CHARGEBACKS, setoff, lien, and/or security interest rights are being applied to claims that are liquidated, unliquidated, fixed, contingent, matured, or unmatured.

SAMPLE



6. INFORMATION AND DOCUMENTATION: 6.1 MERCHANT agrees to comply with all requests for information and documentation regarding

VOYAGER SALES and the VOYAGER CARDS utilized in processing such VOYAGER SALES under VOYAGER AGREEMENT within the time period stated by SPC in its request.

6.2 Upon SPC’s request, MERCHANT shall provide SPC with current financial statements in a format acceptable to SPC.

6.3 MERCHANT and its signing officer/owner/partner authorizes SPC, or its agents or assigns, to make, from time to time, any business and personal credit and other inquires SPC considers necessary to review the acceptance and continuation of this VOYAGER AGREEMENT. MERCHANT authorizes parties contacted by SPC or any of its affiliates, in relation to this VOYAGER AGREEMENT, to release the credit information requested by SPC or any affiliate.

6.4 If in the opinion of SPC, information received or discovered about MERCHANT reflects an adverse change in status, or in the event that any information requested by SPC is not received, SPC may withhold the payment for VOYAGER SALES or require a reserve of funds be deposited in an account at SPC with the deposit established to cover MERCHANT’s obligations under AGREEMENT.

6.5 MERCHANT is supplied with monthly reports by SPC regarding MERCHANT’s VOYAGER SALES activity. It is MERCHANT’s sole responsibility to report any error or discrepancies detected by MERCHANT in writing to SPC within ninety (90) days following the end of the monthly reporting period. After such period, MERCHANT will be deemed to have accepted the monthly reports as delivered.

6.6 MERCHANT will notify SPC immediately of any change in ownership, Corporate or “DBA” name, location address, or the information contained on MERCHANT’s imprinter plates.

7. PROCESSING RESTRICTIONS: 7.1 MERCHANT agrees that SPC is not responsible for and is not able to provide customer service for the

POS devices installed by and/or operated by any third party with which MERCHANT has contracted. MERCHANT should contact the third party for service of this equipment. MERCHANT shall not allow any third party to install, remove, or modify any terminal software application of SPC without the express written consent of SPC. MERCHANT agrees SPC can only process VOYAGER SALES received by SPC, and any third party is responsible for ensuring VOYAGER SALES are formatted and transmitted to SPC in accordance with the then current requirements of SPC AND VFSI. SPC may increase VOYAGER FEES if a third party presents VOYAGER SALES transactions not in accordance with the then current requirements. MERCHANT assumes full responsibility and liability for third party providers’ failure to comply with the VOYAGER RULES. MERCHANT is responsible for obtaining from the third party provider any information needed by SPC.

7.2 If actual monthly VOYAGER SALES volume substantially exceeds the projected annual VOYAGER SALES volume as provided in the Merchant Fleet Application and prorated to one month, SPC may, at its option, do one or more of the following: (i) refuse to process VOYAGER SALES in excess of such sum; (ii) process such VOYAGER SALES and retain the proceeds of such VOYAGER SALES until the next month and release such sums to MERCHANT at that time counting this volume as VOYAGER SALES volume for that month; (iii) terminate VOYAGER AGREEMENT; and/or (iv) amend the VOYAGER AGREEMENT in a way as to ensure that SPC has security for the increased volume. Such rights of termination and retention of funds are in addition to those already provided herein

7.3 In the event of failure, including bankruptcy, insolvency, or other suspension of business operations by MERCHANT, MERCHANT shall not sell, transfer, or disclose any materials that contain cardholder account numbers, personal information, or other transaction information to third parties. MERCHANT shall either (i) return this information to SPC or (ii) provide acceptable proof of destruction of this information to SPC.

8. USE OF INTERNET AND/OR SYSTEM INTEGRATORS: 8.1 If MERCHANT accepts VOYAGER SALES through its web site or through a system integrator,

MERCHANT shall at all times maintain and be responsible for the security of the transmission of data relating to the processing of VOYAGER SALES associated with this VOYAGER AGREEMENT. MERCHANT shall be responsible for obtaining and maintaining web site security, for the encryption of all data, and for any and all storage of data. MERCHANT shall display on its web site its (i) consumer data privacy policy and (ii) security method for transmission of payment data.

8.2 MERCHANT shall be responsible for obtaining and contracting with any third party service provider(s), payment engine(s), payment gateway(s), and/or any other internet service provider(s) and/or system integrators. MERCHANT shall ensure that said third parties appropriately format and transmit SALES to SPC in accordance with the then current VOYAGER RULES and requirements.

SAMPLE



8.3 MERCHANT agrees that SPC is not responsible for any services or equipment provided by any third party with which MERCHANT has contracted.

8.4 MERCHANT shall assume full liability and shall indemnify and hold SPC and VSFI harmless for: (i) the actions and/or inactions of any third party with which MERCHANT has contracted or (ii) the failure of any third party with which MERCHANT has contracted to comply with the VOYAGER RULES.

9. TAX CALCULATION, PAYMENT, AND INDEMNITIES: 9.1 MERCHANT shall be liable for the reporting, calculating, remittance and/or payment of tax, interest and

penalties associated with the use of VOYAGER CARDS at its location(s). SPC shall not be liable for and MERCHANT agrees to indemnify and hold harmless SPC, its parent, their subsidiaries and affiliates, and all of the foregoing entities’ respective officers, directors, employees and agents from and against any claims, demands, or judgments, made or recovered against it, arising out of the reporting, calculating and payment of tax associated with this VOYAGER AGREEMENT and the use of the VOYAGER CARD at MERCHANT’S location(s). SPC may defend on its own any such claims or demands or request MERCHANT to take up such defense. In either event MERCHANT will further indemnify SPC for reasonable attorney’s fees or any other necessary expenses incurred by SPC by reason of such defense.

9.2 For tax calculation purposes, MERCHANT shall be required to sign the Registration Form attached hereto and fully incorporated herein by this reference. Receipt of such signed registration form is a condition precedent to this VOYAGER AGREEMENT and must be received prior to acceptance of any VOYAGER CARDS by MERCHANT.

10. VOYAGER DISCOUNT PROGRAM, DISCOUNT PAYMENT, AND INDEMNITIES: 10.1 MERCHANT shall immediately notify SPC in writing if MERCHANT is participating in a Voyager

Discount Program. SPC will begin processing the discount 60 days from the date SPC receives written notice of participation.

10.2 MERCHANT shall be liable for the reporting, calculating, remittance, or payment of the discount. SPC shall not be liable for and MERCHANT agrees to indemnify and hold harmless SPC, its parent, their subsidiaries and affiliates, and all of the foregoing entities’ respective officers, directors, employees and agents from and against any claims, demands, or judgments, made or recovered against it, arising out of the reporting, calculating and payment of the discount. SPC may defend on its own any such claims or demands or request MERCHANT to take up such defense. In either event MERCHANT will further indemnify SPC for reasonable attorney’s fees or any other necessary expenses incurred by SPC by reason of such defense.

11. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES: 11.1 MERCHANT’s rights and remedies hereunder are exclusive and in lieu of all other rights and remedies.

SPC shall not otherwise be liable for any error, omission, delay, loss of data or records or disclosure of confidential information, which may occur as a result of, or in any way be connected with this VOYAGER AGREEMENT. In any event, SPC’s liability to MERCHANT, whether arising in contract, tort (including, without limitation, negligence and strict liability) or otherwise, shall not exceed the lesser of the direct loss to MERCHANT or an amount equal to the aggregate of monthly VOYAGER FEES paid to SPC by MERCHANT in the six-month period prior to the incident giving rise to liability. IN NO EVENT SHALL SPC BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR FOR ANY INTERRUPTION OR LOSS OF USE, DATA, BUSINESS OR PROFITS, WHETHER OR NOT SUCH LOSSES OR DAMAGES WERE FORESEEABLE OR SPC WAS ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF WHETHER ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

11.2 SPC SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARISING OUT OF OR RELATED TO THIS VOYAGER AGREEMENT. THIS VOYAGER AGREEMENT IS A SERVICE AGREEMENT AND THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE SHALL NOT APPLY TO IT.

12. WARRANTIES AND INDEMNITIES: 12.1 MERCHANT understands that SPC merely provides processing services for VOYAGER SALES and is

neither a partner in MERCHANT’s business operations nor a guarantor of the receipt by MERCHANT of the proceeds of VOYAGER SALES. Furthermore, SPC does not guarantee that VOYAGER SALES will not be subject to CHARGEBACKS.

12.2 MERCHANT warrants that it has not been terminated from depositing SALES with any other credit card transaction processor.

12.3 MERCHANT warrants that at the time of depositing VOYAGER SALES for processing: (i) it has the right to assign such SALES to SPC and does by this reference assign all its rights, title, and interest to payment for such SALES to SPC so that SPC may process VOYAGER SALES under VOYAGER

SAMPLE



AGREEMENT; (ii) it has no knowledge of any fact that would impair the collectability of the VOYAGER SALES; and (iii) that the VOYAGER SALES represent a valid obligation of the cardholder: (a) in the amount indicated; (b) for merchandise sold and delivered or services rendered to the cardholder by the MERCHANT; and (c) it does not involve any element of credit for any other purpose.

12.4 MERCHANT agrees to indemnify and hold harmless SPC, its parent, their subsidiaries and affiliates, and all of the foregoing entities’ respective officers, directors, employees and agents from and against any claims, demands, or judgments, made or recovered against it, arising out of any breach by MERCHANT of the terms of this VOYAGER AGREEMENT or arising from any act or omission by MERCHANT which violates any applicable federal, state, or local laws, regulations, or the VOYAGER RULES. SPC may defend on its own any such claims or demands or request MERCHANT to take up such defense. In either event MERCHANT will further indemnify SPC for reasonable attorney’s fees or any other necessary expenses incurred by SPC by reason of such defense.

12.5 MERCHANT shall be solely responsible for losses and CHARGEBACKS, incurred as a result of, or arising out of any fraud including LAUNDERING, negligence, or willful misconduct on the part of MERCHANT, or MERCHANT’s employee(s) or agent(s).

13. NOTICES: 13.1 All notices required under this VOYAGER AGREEMENT shall be written notices effective, unless

otherwise stated in VOYAGER AGREEMENT, upon the earlier of actual receipt thereof or the third (3rd) business day following such notices being deposited postage prepaid in the United States Postal System.

13.2 All notices shall be sent to the following addresses: If to SPC: If to MERCHANT: First National Merchant Solutions At the address set out herein or Attn: Legal Department such alternative address as 1620 Dodge Street, Stop 3231 designated in writing by MERCHANT.

Omaha, NE 68197-3231 13.3 Either PARTY may designate alternate addresses by giving the other fourteen (14) days written notice

of the change in address.

14. MISCELLANEOUS: 14.1 SPC may, from time to time, delegate duties under VOYAGER AGREEMENT without giving notice to

MERCHANT, provided, however, that SPC will remain liable to MERCHANT for any obligations existing under AGREEMENT. Except as expressly provided in VOYAGER AGREEMENT, MERCHANT may not assign its rights or delegate its responsibilities under this VOYAGER AGREEMENT without the prior written consent of SPC.

14.2 This VOYAGER AGREEMENT shall be governed by and construed in accordance with the laws of the State of Nebraska. The PARTIES also agree, in the event of any dispute regarding this AGREEMENT, the courts of the State of Nebraska shall have and be vested with personal jurisdiction over the PARTIES.

14.3 No delay or failure by either PARTY to exercise any right under VOYAGER AGREEMENT and no partial or single exercise of that right shall constitute a waiver of that right or any other right, unless expressly provided for in VOYAGER AGREEMENT.

14.4 SPC is not liable or responsible for any failure or delay in performance caused by any Act of God, strikes, flood, fire, war, public enemy, electrical or equipment failure, failures by third PARTIES, or other events beyond its control.

14.5 This VOYAGER AGREEMENT constitutes the entire understandings of the PARTIES as to the subject matter contained herein and supersedes all prior contracts, agreements, and negotiations between the PARTIES whether verbal or written.

14.6 SPC shall not be responsible for the costs incurred by MERCHANT in negotiating or implementing this AGREEMENT.

14.7 The obligations of all PARTIES incurred prior to the effective date of termination of VOYAGER AGREEMENT will survive the termination of VOYAGER AGREEMENT. If that any portion of VOYAGER AGREEMENT is held invalid or unenforceable for any reason, it is agreed that any invalidity or unenforceability will not affect the remainder of the same and the remaining provisions will remain in full force and effect. The PARTIES agree that the Court of competent jurisdiction may modify any objectionable provision of the VOYAGER AGREEMENT so as to render it valid, reasonable and enforceable.

14.8 This VOYAGER AGREEMENT may be amended or modified by SPC effective upon thirty (30) days written notice.

14.9 By signing the VOYAGER AGREEMENT, MERCHANT represents that it has the full legal power and authority to enter into performance obligations under the VOYAGER AGREEMENT. MERCHANT also

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represents that the entering into of this VOYAGER AGREEMENT has been duly authorized by MERCHANT; the signer is a duly authorized signatory for the MERCHANT; this VOYAGER AGREEMENT constitutes a legal, valid, and binding obligation of MERCHANT; and is enforceable against MERCHANT in accordance with its terms.

14.10 If MERCHANT is using a Member Service Provider’s terminal, (i.e. dial terminal or equivalent sales capture device), and the Member Service Provider is providing the customer service, then such Member Service Provider is a separate entity and is not an agent of SPC.

14.11 For security reasons, MERCHANT must disclose its MID thereby authorizing SPC to make changes to its account. SPC may assume that the person disclosing the MID has the authority to make changes to MERCHANT’s account. MERCHANT is responsible and liable for changes made after disclosure of its MID.

14.12 MERCHANT authorizes SPC to release information contained in the VOYAGER AGREEMENT to third parties that provide services to SPC or MERCHANT.

14.13 MERCHANT authorizes SPC to disclose information to any third party that requests and has a reason to know such information.

14.14 MERCHANT understands the VOYAGER AGREEMENT is between SPC and MERCHANT. Disputes involving a Member Service Provider shall be dealt with independently from SPC. If disputes are unresolved and relate the VOYAGER AGREEMENT, MERCHANT shall notify SPC at the address set out in the VOYAGER AGREEMENT. MERCHANT must pay SPC regardless of any disputes it has with any Member Service Provider.

14.15 This VOYAGER AGREEMENT shall be effective when signed in counterpart and photocopy, facsimile, electronic or other copies shall have the same effect for all purposes as an ink-signed original.

14.16 MERCHANT understands and agrees that any telephone conversation between MERCHANT and SPC may be monitored and recorded.

14.17 This AGREEMENT shall not become a binding VOYAGER AGREEMENT between the PARTIES until (i) it is signed by an authorized Agent of SPC; and (ii) SPC has received a negative response to its inquiry of the programs designed to monitor merchants.

IN WITNESS WHEREOF, the PARTIES hereto have caused this PURCHASE AGREEMENT to be executed by their duly authorized representative, effective as of the date set out below.

SPC, Inc. d/b/a First National Merchant Solutions MERCHANT Name

___________________________________________ Authorized Signature Address

___________________________________________ Print Name City, State, Zip Code

___________________________________________ ___________________________________________ Title Authorized Signature

___________________________________________ Date Print Name Title

SAMPLE



VOYAGER RULES 1. MERCHANT shall honor all valid VOYAGER CARDS for purchases under the terms, conditions and

VOYAGER RULES contained in this AGREEMENT. MERCHANT shall check the expiration date and any printed restrictions for both electronic and manual transactions.

2. MERCHANT shall obtain a valid authorization for each transaction. MERCHANT shall bear all risks of accepting a VOYAGER CARD without obtaining a valid authorization. If MERCHANT receives a decline, the VOYAGER CARD shall not be used to complete the SALE. There shall be a $0.00 floor limit for all electronic transactions.

3. For customer-activated terminals, MERCHANT shall pre-authorize the VOYAGER CARD to VFSI with values indicating that the VOYAGER SALE is a customer-activated sale. Upon approval, MERCHANT shall insure that the fuel dispenser authorizes for up to $50.00 It is the responsibility of MERCHANT to find a third party processor or system integrator that is certified by VFSI to process VOYAGER transactions.

4. MERCHANT shall insure that all cashier-assisted electronic VOYAGER SALES drafts and credit vouchers shall be completed to include POS terminal print showing the VOYAGER CARD account name encoded in mag-strip (if POS function is applicable), account number, sub number, expiration date of the VOYAGER CARD, the signature of the authorized user, the transaction date and time, type of fuel sold, a description of the service rendered (if requested), odometer reading (as permitted by the electronic POS device), total VOYAGER SALE price, and the authorization number.

5. MERCHANT shall provide a copy of the VOYAGER SALES draft or receipt and credit vouchers to the VOYAGER cardholder at the time of the VOYAGER SALE or return. A copy of the VOYAGER SALES draft shall be retained by MERCHANT for a period of six (6) months from the date of purchase. MERCHANT shall provide copies of these VOYAGER SALES drafts to SPC within the time frame specified by SPC.

6. MERCHANT shall not process manually-prepared VOYAGER SALES drafts.

7. If there is a timeout or response message on the POS device indicating that the authorization system is unavailable, MERCHANT must telephone VFSI for authorization.

8. If an electronic authorization cannot be achieved at a card-activated POS device due to technical difficulties, the VOYAGER cardholder shall be referred to the station attendant if during MERCHANT’S open business hours.

9. MERCHANT shall establish a fair policy for the exchange and return of merchandise. MERCHANT shall promptly submit credits for any returns that are to be credited to the VOYAGER cardholder account.

10. MERCHANT shall not give any cash refunds to any VOYAGER cardholder in connection with a VOYAGER SALE.

FUNDS TRANSFER INSTRUCTIONS Applicable only if Standard ACH, Premium ACH, DDA, or IBA is checked in the Merchant Application. MERCHANT desires to effect settlement of credits and debits from MERCHANT’s DESIGNATED ACCOUNT by means of ACH and/or wire transfer in conjunction with the processing of SALES transactions as anticipated by AGREEMENT. In accordance with this desire, MERCHANT authorizes SPC to initiate debit and credit entries to the DESIGNATED ACCOUNT (the details of which are set out herein and in the Merchant Application Booklet). MERCHANT agrees to maintain sufficient funds in DESIGNATED ACCOUNT to cover debit transactions. By signing this authorization, MERCHANT states that it has authority to agree to such transactions and that the DESIGNATED ACCOUNT indicated is a valid and legitimate account for the handling of these transactions. This authority is to remain in effect until SPC receives written notice from MERCHANT revoking it. This authorization is for the payment of SALES, returns and FEES, CHARGEBACKS, or any other sums owed between the PARTIES. MERCHANT also certifies that the appropriate authorizations are in place to allow MERCHANT to authorize this method of settlement. All changes to the identification of the DESIGNATED ACCOUNT under this authorization must be made in writing in accordance with AGREEMENT. MERCHANT understands that if the information supplied as to the ABA Routing Number and Account Number of the DESIGNATED ACCOUNT is incorrect, and funds are incorrectly deposited, SPC will attempt to assist MERCHANT in the recovery of such funds but has no liability as to restitution of the same. SPC's assistance in recovering the funds, where available, will be billed to MERCHANT at SPC's current hourly rate for such work. MERCHANT acknowledges that the origination of ACH transactions to the DESIGNATED ACCOUNT must comply with the provisions of U.S. law.

SAMPLE


3/2006

Voyager Card

Registration Form

MERCHANT INFORMATION

Merchant Number ___________________ Wholesaler Account Number ___________________

DBA Name __________________________________________________________________________

Address _____________________________________________________________________________

City __________________________________ State ____________ Zip Code __________________

SERVICE INDICATORS

Aviation: Y N Marine: Y N 24 Hour: Y N

Maintenance: Y N Collision Repair: Y N Motor Fuel: Y N

Diesel: Y N CNG: Y N Propane: Y N

Ethanol: Y N Methanol: Y N Other Alt. Fuel: Y N

1057 Status: Y N 1099 Status: Y N 8A Status: Y N

Pay at the Pump: Y N Car Wash: Y N Debit Cards: Y N

Smart Cards: Y N Radio Freq. Reader: Y N Other Payment Tech: Y N

TAX INDICATORS Please indicate if the merchant listed above has chosen to participate in a tax program: Y N If yes, please complete the following section:

Federal Gas: Y N Federal Diesel: Y N State Sec. Fuel: Y N

State Fuel Excise: Y N State Diesel Excise: Y N State as shown: Y N

County: Y N City: Y N

MERCHANT has selected the above tax indicators and acknowledges and agrees that these selections accurately reflect its participation in the tax programs.

Signature ________________________________________________________________________________

Signor Name (Please print): _________________________________________________________________

To be completed by First National Merchant Solutions

TAX EXEMPT REPORTING FEE

$ .

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