CM-2017-1406 - 6/16/2017PAYMENT SERVICE PROVISION AGREEMENT
Agreement made effective as of U-/ ~ 2017 b)
and between JAMEX , INC .. a New York corporation of
2415 North Triphammer Road, Ithac a, NY ("JAMEX"),
and Round Rock Public Library, a TX corporation, of
216 E Main St, Round Rock, TX 78664 (''customer"). In
consideration of the mutual covenants contained herein,
and other good a nd val uable consideration, the pa11ies
hereto agree as follows:
1. Sen·ices. JAMEX shall provide to customer th ird
party payment processing services for use in
· connection with terminals sold by JAMEX. Customer
agrees that JAMEX shall be its exclusive s upplier for
such services for the duration of this agreement.
Customer is hereby granted a non-exclusive license to
use the services for the duratio n of this agreement for
the sole purpose of operation o f such tem1inals.
The term and conditions of use of any third party
services provided by JAMEX under this agreement
may change at any time, without notice, and customer
shall be bound by such rev isions . Such terms and
conditions are available upon request. JAMEX may
also ofter other services that may be governed by
d ifferent or additional tenns and conditions, which are
incorporated herein by reference.
2. Term. This agreement shall be effective as of the
Commencement Date set forth in Schedule 1, and
shall continue for 12 consecuti ve months. Thereafter,
this agreement shall automatically renew for an
additional IO years unless tem1inated in accordance
with this agreement.
3. Termination . JAMEX reserves the right to modify,
discontinue, or terminate customer access to JAMEX
services, or any portion of it, in its sole discretion,
without not ice and without limitation, for any reason
whatsoever. In the event of a breach of this agreement
by JAMEX that is not remedied within 10 business
days after delivery of written notice of such breach ,
the aggrieved party may tenn inate this agreement by
written notice to the other. After the first 12 month
term of this agreement the Customer may give Jamex
written notice of request for termination of the
agreement at least 30 days prior to the requested date.
JAMEX and any of its third party service providers
shall have no liability to customer for tem1inating any
services they provide .
4. Confidential Information. The NetPad Touch
encrypts card data and transmits it. encrypted, only to
the CreditCall gateway server. JAMEX does not
receive, transmit o r store personal. credit card or other
information of customer or any user of the services
during the transaction process . All customer
~ -2 D/ 7-f 'fO{p
information of any nature made available by customer
lo JAM EX by virtue of this agreement shall be held in
strict confidence by JAMEX . Customer will be
required to hold confidential only such JAMEX
infonnation as customer may from time to time agree
in writing to so hold. JAMEX shall designate in
writing all infomiation transferred pursuant to such
agreement that it be lieves to be proprietary, and
customer shall hold such information in strict
confidence. No infonnation under this agreement will
be considered proprietary (a) to the extent that it is or
becomes public knowledge through no fault or
negligence of the party receiving such infom1ation, (b)
which is rightfully disclosed by some third pa1ty, (c)
which is already known to the receiving party and has
not been obtained in confidence from the other party
to this agreement prior to the effective date of this
agreement; or {d) if disclosure of such information is
compelled by a cou11 of law.
5. Property. All systems, computer programs, operating
instructions, and all other documentation developed
for or specifically relating to the services provided by
JAMEX to customer is the exclusive prope11y of
JAMEX . All customer source documents, stored data,
and other information of any kind, and reports
prepared by JAM EX will be the property of customer.
All stored data, whether temporary and permanent.
belonging to customer shall be delivered to customer
upon customer's request.
6. Record Retention. Except as otherwise required by
law, JAMEX does not store electronically or on paper
any element of any card transaction or log any such
information for any purpose. A record of card
transactions is available to customer only via
WebMIS . A Service Fee (set forth in Schedule l) will
be charged to customer for copies of statements or
other information requested from JAMEX after
customer access to WebMIS is terminated.
7. LIMITATIONS OF LIABILITY AND DAI\IAGES.
JAMEX, its licensors and or aftiliates, third party
providers, and any other persons involved in the
provision of services shall not be liable under any
circumstances for any consequential, incidental,
special or indirect damages even if customer advises
them of th e possibility of such damages. This
includes , without limitation, claim s for loss of
revenues or profits and damages that may result from
the use, inconvenience , delay or loss of use of service
or customer information or for omissions or
inaccuracies in such se1vices or information. JAMEX,
its licensors and or atliliates, any third party prov iders,
and any other person involved in providing the
se1vices shall no t be liable for the failure of electronic
or mechani ca l equipment or communication lines;
telephone or other interconnect problems; bugs. errors,
configuration problems or the incompatibility of
computer hardware or software; the failure or
unavailability of internet access; problems with
internet service providers or other equipment or
services relating to customer's computer or network;
problems with intermediate computer or
communications networks or facilities; problems with
data transmiss ion facilities or telephone service: or
unauthorized access, theft, operator errors, severe
weather, earthquakes, other natural di sasters or labor
disputes, or any other event outside the direct control
ofJAMEX.
8. Customer Requirements. Customer understands that
in order for JAMEX to provide the services, and for
the services to function properly customer is so lely
responsible for all hardware, software or other
technology customer uses to access the Internet, and
merchant services required for processing payment
transactions, including establishing, maintaining and
paying all costs and fees associated with such
merchant account with customer's merchant bank.
JAMEX will not be respon sible for any serv ice
difficulties resulting from customer failure to possess
technology and other services necessary for it to
perform its ob ligations he reunder.
9. Monitoring. JAM EX . its licensors or affiliates . are
entitled but not obligated to review or retain partial
customer information and reco rds of payment
transactions through the WebMIS interface . JAMEX
may monitor such transaction s to evaluate the quality
of service customer receives, customer compliance
with this agreement, the security of the services. or for
other reasons . Customer agrees that suc h monitoring
will not entitle customer to any cause o f action or
other right with respect to the manner in which such
monitoring occurs. In no event will JAMEX be liable
for an y co sts, damages, expenses or any other
liabilities incurred by customer as a result of such
monitoring .
10. NO WARRANTY . Customer expressly agrees that
customer's us e of JAMEX services is a t customer's
sole risk . The services are provided "as is" and "as
available" for customer use, without warranties of any
kind, either express or implied, including all implied
warranties and conditions of merchantability, fitness
for a particular purpose, title and non-infringement,
unless such warranties are legally incapable of
exclusion.
11. Security of Data Transmission and Storage.
JAMEX (I) does not receive , transmit or store
personal. cred it card or other information of custome r
or users of the terminals and services during the
transaction process; (2) does not guarantee the security
or integrity of any third pai1y software provided by it
under this agreement as part of the services; and (3)
shall not be I iable for the consequences of any breach
of security of the services, other than due to its
intentional misconduct or gross negligence .
Customer acknowledges and understands that there is
a ri sk that data, including personal and payment data ,
may not be secure and may be accessed by
unauthorized third pa11ies when communicated
between customer and JAMEX or between customer
and other parties. JAMEX is not responsi ble for. does
not control, and disclaims all liab ility for the loss of
any information. data or other assets resulting from
use of the services, the inadequacy, failure, or mere
lack of physi cal, nenvork or other computer system
security owned and or operated by customer or other
pa11ies. JAMEX strongly recommends customer use
adequate security measures and that such protections
be maintained at all t imes to protect customer
information .
12. Wai\'cr. The failure of either pa11y to this agreement
to insist upon the performance of any of the tenns and
conditions of this agreement, or the waiver of any
breach of any of the terms and conditions of this
agreement, shall not be construed as thcreafler
waiving any such terms and conditions, but the same
shall continue and rema in in full force and effect as if
no such forbearance or waiver had occurred.
13. Payment. Payment pursuant to this agreement is
required on a monthly basis on the tirst day of each
month by automatic bank drafl or charge lo customer's
credit card on file with JAMEX, as more specifically
provided in Schedule l . A charge of no less than $25
shall be due to JAMEX for each instance customer's
automatic draft or credit card payment is rejected for
any reason.
14. Notice. Any notice required or pern1i!led to be given
hereunder shall be properly given at the time it is
personally delivered or mailed, properly addressed and
postpaid, to the addressees first set forth above or at
such other address as may be spec ified in writing.
15. Entire Agreement. This agreemen t, all schedules
hereto . and all terms and conditions of any third party
sottware provided by JAMEX, as such terms and
conditions may be amended from time to time, contain
the binding agreements between the parties and
supersedes all other agreements and representations,
written or oral, on the s ubject matter of this
agreemenL including any statements in referenced
exhibits or attachments that may be in conflict with
statements in this agreement. This agreement shall
bind ai1d inure to the benetit of the respective heirs ,
personal representatives, successors, and assigns of the
par1ies and may not be modified except in writing
signed by both parties.
16. Governing Law and Jurisdiction . All claims
initiated by Jamex arising out of this agreement shall
be brought in courts located in Williamson County, TX
or the Federal courts hav ing jurisdiction over claims
arising in Willian1so n County, TX . All other claims
arising out of this agreement shall be brought in courts
located in Tompkins County, NY or the Federal courts
having jurisdiction over claims a rising in Tompkins
County, NY. .
17. Attorney Fees. ln the event that either party is
required to take legal or other action to enforce this
Agreement, neither paiiy shall be responsible for the
other's attorneys fees, costs or expenses related to such
enforcement action.
18. Headings. The titles lo the paragraphs of this
agreement are solely for the convenience of the parties
and sha ll not be used to explain, modify, simp li fy , or
aid in the interpretation of the provisions of thi s
agree ment.
19. force i\lajcurc. Except for obligations t o pay money,
either party's failure to perform any term or condition
of this agreement as a result of conditions beyond its
control such as , but not limited to , war, fires, floods,
acts of God, governmental restrictions, or damage or
destruction of any network facilities or servers, shall
not be deemed a breach of this Agreement.
ln witness of the above, each party to this ag reement has :~::J;;;;.;;;: 7:~(rft
JAMEX, ~D'"' 6/16/!7
Bruce Fabens , Sales Manager
SCHEDULE I
PAYMENT SERVICE PROVISION AGREEMENT
This Service Quote is part of the Payment Service Provisions Agreement ("PSP Agreement") between JAMEX and
customer. The PSP Agreement controls any conflict or inconsistency with this Schedule I .
Services:
Credit Cards Accepted :
Processing credit card transactions from authorized terminals, including accepting
authorization requests for credit card transactions from authorized terminals, the
authorization of credit card payments via customer's Merchant Bank, following
autho riz ation, passing an appropriate message back to the requesting terminal and
submitting the settlement file of authorized credit card payments to the Merchant Bank
Visa, MasterCard , American Express, Discover, Solo, Maestro
(subject to customer merchan t account acceptances)
Reporting : Records of transaction are stored and viewab le via WebMIS
https ://webmis.creditcall .com /. One WebM!S login authorization will be provided to
customer. The Terms and Conditions ofWebMIS, as amended, are incorporated herein by
reference.
Customer Requirements : Authorized Terminals
Monthly I Annual
Merchant account services ("Merchant Bank")
Internet and required networking services
Software Subscription : $35 .00 /mo or $420 /yr includes l ,000 credit card transactions per month per terminal
Alternate, Unlimited
Software Subscription $50.00 /mo or $600 /yr provides Unlimited credit card transactions per month /per tenninal
Refunds, Charges : No cost for refunds processed by WebM!S
($4 .00 I manual ly requested refund of transaction amounts.)
Merchant Set Up Charge: $349 per Merchant ID (one time, includes initial setup of terminals)
Terminal Set Up Charge : Foll o w ing initial installation, $35 .00 each, when using same Merchant ID
WebMIS Logins: One login credential provided at time of setup . $115 (per additional login credentials)
Service Fee Printed statement requested outside of WebMIS reporting tool $25 / monthly report .
Serv ice Commencement Date
Payment Information
( complete one of the
following payment
methods)
ACH Withdrawal :
Bank Name:
Routing Number:-----------------
Account Number:-----------------
Personal or Commercial Acct : Personal Commercial
Credit Card :
Number: _____________ .Exp : ____ _
Name on Card _________________ _
Billing Address :
** Please call with security code
City of Round Rock
ROUND ROCK
TEXA! Agenda Item Summary
Agenda Number:
Title: Payment Processing Services for the coin-operated copier at the Library
with Jamex Inc.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 6/16/2017
Dept Director: Michelle Cervantes
Cost: $420.00
Indexes: Library Fund
Attachments: Payment Processing Services - Jamex Inc 060717.pdf
Department: Library Department
Text of Legislative File CM -2017-1406
Payment Processing Services for the coin-operated copier at the Library with Jamex
Inc.
Consider executing a Payment Service Provision Agreement with Jamex Inc. to provide
payment processing services for the coin-operated copier at the Library
Cost: $35.001mo or $420.00/yr. Includes 1,000 credit card transactions per month per
terminal
Source of Funds: Library Fund
City o/ hound Rock Page 1 Printed on ti/ WO17