HomeMy WebLinkAbout#5215 NAYAX LLC Credit Card Reader RESOLUTION NO. 5215
A RESOLUTION APPROVING A SERVICE AGREEMENT WITH NAYAX LLC FOR A
CREDIT CARD READER FOR THE BULK WATER MACHINE LOCATED AT THE WATER
TREATMENT PLANT.
WHEREAS,the City Council of the City of Canton has determined that it is necessary and
in the best interests of the City to enter into a certain Service Agreement with NAYAX LLC, as set
forth in Exhibit A, attached hereto and incorporated herein;
WHEREAS,NAYAX LLC will provide a credit card machine and services related thereto,
pursuant to the NAYAX Service Agreement for a credit/debit card processing system at the Water
Treatment Plant to utilize in the sale of bulk water;
NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL
OF THE CITY OF CANTON,ILLINOIS,AS FOLLOWS:
1. That the Agreements attached hereto and incorporated herein as"Exhibit A" are hereby
approved by the Canton City Council.
2. That the Mayor, or his designee, and the City Clerk of the City of Canton, Illinois, are
hereby authorized and directed to execute said Service Agreement on behalf of the City of Canton.
3. That this Resolution shall be in full force and effect immediately upon its passage by the
City Council of the City of Canton, Illinois, and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton,Illinois, at a regular meeting this 17th
day of December, 2019, upon a roll call vote as follows:
AYES: Aldermen Ryan Mayhew, Quin Mayhew, John Lovell, Craig West,Angela Hale,Jeff
Fritz
NAYS: None
ABSENT: Aldermen Justin Nelson,Angela Lingenfelter
ABSTAIN: None
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Diana Pavley- ock, City Clerk
IF NAYAX
Attending to the Unattended
Welcome to Nayax
Dear Valued Nayax Customer,
We want to thank you for choosing and implementing the Nayax Cashless and Remote Monitoring Solution!
This solution will allow you to accept the majority of major credit cards and debit cards, mobile payments
and payments using Nayax's own mobile app MONYX via your card-reader. You will also have availability to
a powerful and innovative back-office cloud based system to analyze, monitor and manage all levels of your
operations. Our goal is to provide you with a smooth and seamless implementation.
Attached are the following documents that will need to be completed and returned back to us.
1. Nayax Service Agreement(Needs to be executed for new customers.)
2. Nayax Clearing Agreement(Needs to be executed if you are using Nayax as the merchant
provider for your cashless transactions. Disregard if you will be using your own processor.)
3. Schedule 1 (Navax will pre-fill FEES and TERMS section. Other info needs to be completed
and updated when there is a change.)
4. Schedule 2 (Needs to be executed if you are using Nayax as the merchant provider for your
cashless transactions. Disregard if you will be using your own processor.)
5. Include a copy of a voided check and a copy of a government issued photo identification
which needs to be included if we are merchant of record.
For new customers,once your equipment is shipped you will receive an email that provides your log in
credentials to the Nayax cloud base system.
Please do not hesitate to contact the appropriate party with any questions:
Nayax for questions concerning this agreement—onboardingtina@nayax.com ;410-666-3800 x1100
Steve Humes or Support at InOne for all customer support issues—shumes@inonetechnology.com;
support@inonetechnology.com ; phone 667-401-1000
We look forward to beginning our joint partnership together,which will help to grow your business.
Best Regards,
The Nayax Team
Nayax I Executive Plaza 1, 11350 McCormick Rd,Ste 1004, Hunt Valley MD,210311410-666-3800 1 usCcDnayax.com
ff .NAYWX
Attending to the Unattended
NAYAX Service Agreement
The"Customer"— City Of Canton
1. Parties and Purpose.Nayax LLC("NAYAX")hereby agrees to sell to the Customer the NAYAX Unit(as defined below)and
to provide to the Customer,network services("NAYAX Service")utilizing NAYAX unique telemetry and cellular activated
communications network solely in connection with the Customer's automated machine equipment that is equipped with
a NAYAX unit or NAYAX API (such unit, a "NAYAX Unit") enabled to connect to NAYAX's Central Server. This Service
Agreement covers the sale of the NAYAX Unit (if applicable) and the provision of the NAYAX Service;This Service
Agreement shall not govern credit card clearing services which are optional and may be provided subject to Customer'
execution of a separate clearing agreement,a copy of which is attached as Exhibit A hereto,and for an additional fee.If
the Customer has purchased the NAYAX Unit from either a reseller or other agent of NAYAX or from NAYAX directly,the
terms.and conditions of this Agreement will apply and govern regarding this NAYAX Unit.
2. The NAYAX Services.NAYAX hereby grants the Customer,during the term of this Agreement,a non-exclusive,personal,
non-transferable and non-sub licensable right and license to access and use the NAYAX Service solely in connection with
and together with the NAYAX Unit. The NAYAX Service (through the NAYAX system and the NAYAXvend web
management tools) provides both (a) information and management abilities, including: machine status, malfunctions
and inventory management, on line transactions, alerts, pricing updates,web marketing tool and (b)detailed reports
regarding sales by machine operation, by machine, information regarding total sales and break down for periods,
detailed transaction report and cumulative transactions reports,including DEX counters reports(all the reports are based
on machine level of software and protocol)and cash accountability.
3. Fees and Payments.In consideration for the NAYAX Unit and the NAYAX Service,the Customer shall pay Nayax the fees
set forth in Schedule 1 according to the payment terms set forth therein.NAYAX may offset any such amount from the
net amounts due to the Customer for any reason including but not limited to any amounts due to the Customer if
NAYAX also handles clearing services for the Customer.
4. Due Payment—If the Customer fails to pay NAYAX any payment by such date on which it is due,it shall pay interest
on any overdue amount from the due date until payment is made in full at a rate of 6% per year compounded
monthly, or if less, the greatest amount allowed by law. Unless otherwise agreed by the parties in writing, all
payments under this Agreement shall be made in US Dollars. NAYAX reserves the right to offset any such amounts
due to it from the Customer from any amounts due by it to the Customer, if any,and to charge the credit card on
file,which is listed on the Schedule 1.
5. Availability of Service.Customer acknowledges that NAYAX relies on third party providers in the delivery of its services,
including,but not limited to,processing service providers wireless data network providers.Cellular radio service provided
by third parties is available only when within the operating range of cellular systems, and cellular service is subject to
transmissions limitations and dropped or interrupted transmissions.Cellular service may be temporarily refused,limited,
interrupted, or curtailed due to government regulations or orders, atmospheric and/or topographical conditions and
cellular system modifications,repairs and upgrades.In addition,the Customer acknowledges that provision of the NAYAX
Services may depend on factors beyond NAYAX's control,including but not limited to factors affecting the operation of
Public Systems(i.e.telecommunication systems run by public telecommunication operators or internet service providers
which may be accessed by cellular data network, ISDN, IP, analogue line or other transmission types) and Banking
Systems (i.e. banking, financial institution or other similar bodies). NAYAX is and shall not be obliged to provide the
NAYAX Services where such factors prevent it. Furthermore,the Customer agrees that from time to time, NAYAX,the
third party provider for the network, and/or other third parties may perform routine maintenance or emergency
maintenance which could cause some NAYAX Services not to function partially or entirely, during the performance of
such maintenance.NAYAX shall not be liable for any such failure to function.The Customer agrees that NAYAX shall not
be liable for,and to hold NAYAX,its affiliates,directors,officers,employees,agents,and assigns harmless for any losses,
damages,or business interruptions sustained as a result of factors outside of NAYAX's control and interruptions caused
routine or emergency maintenance or by third party providers, including, but not limited to its wireless data network
providers and processing service providers.
Nayax I Executive Plaza 1,11350 McCormick Rd,Ste 1004, Hunt Valley MD,210311410-666-3800 1 us@navax.com
IF NAYAX
Attending to the Unattended
6. NAYAX Unit Warranty.NAYAX warrants that for a period of twelve(12)months from delivery(the"Warranty Period"),
the NAYAX Unit shall be free from defects in material and workmanship NAYAX does not warrant that the use of the
NAYAX Unit will be uninterrupted or error-free.NAYAX's sole obligation towards the Customer and Customer's exclusive
remedy for any failure of the NAYAX Unit to perform as warranted,is the correction or replacement,at NAYAX's option,
of the nonconforming NAYAX Unit;provided,that the Customer informs Nayax in writing,within the Warranty Period of
the defect, malfunction or nonconformity.The foregoing warranty shall not apply to disposal materials and to repair,
damages,malfunction or failures,resulting from/to NAYAX Unit:(i)use of the NAYAX Unit in a manner for which it was
not intended;(ii)the defects or malfunctions caused by alteration or modification to the NAYAX Unit without NAYAX's
prior written approval;(iii)defects or malfunctions caused by improper service or repair of the NAYAX Unit,by anyone
other than NAYAX;(iv)defects or malfunctions which do not adversely affect the ability of the NAYAX Unit to perform
its usual designated function;(v)abuse or negligence by the Customer;or(vi)any other cause beyond NAYAX's control.
The warranties contained in this section 6, are exclusive, and are in lieu of all other warranties, express or implied,
including,without limitation,any implied warranty of merchantability,fitness for a particular purpose,title,or arising by
a course of dealing or usage of trade.This section does not limit,and is without prejudice to,the provisions of Section 7
below.
7. Data Protection.NAYAX complies and will comply with the PCI(Payment Card Industry)Data Security standard. NAYAX
may use the data from the Customer's NAYAX service,which does not identify the Customer or the specific location of
the machine,solely for internal statistical purposes,provided the use of such data is compliant with all Federal,State,an
Local laws and regulations.
8. Intellectual Property. The Customer acknowledges that NAYAX, its affiliated parties, and/or licensors, and third
party suppliers own the intellectual property rights in the services being provided hereunder and in and to the NAYAX
Units, the NAYAX cashless payment platform and all hardware and software in or associated with any of the
aforesaid, including but not limited to any and all trade and service marks, inventions, patents, copyrights, design
rights (whether registered or unregistered), data base rights, and all other intellectual property rights subsisting
anywhere in the world.The Customer shall take no action nor allow any action to be taken in contravention of any
such rights.
9. Limitation on Liability. In no event shall NAYAX, its affiliates and agents be liable for any punitive, incidental, or
consequential damages or any damages for loss of profits,business interruption, loss of information,`or pecuniary loss,
even if NAYAX,its affiliates or agents has been advised of the possibility of such damages.The total liability of NAYAX to
the Customer in any calendar year shall not exceed the payments made to NAYAX by the Customer under this Agreement
in the calendar year in which such liability arose.
10.Indemnification.The Customer shall defend,indemnify and hold harmless NAYAX its affiliates,officers,directors,agents,
suppliers,and employees from and against any and all claims,demands,causes of action,obligations,liabilities,expenses
(including reasonable attorney's fees),damages,or suits whatsoever,in connection with,arising out of,or relating to,in
whole or in part,any act or omission of the Customer,including, but not limited to,the operation and management of
the NAYAX Unit and the NAYAX service. NAYAX shall defend, indemnify and hold harmless the Customer, its
administration, city council, officers, directors, agents, suppliers, and employees from and against any and all claims,
demands, causes of action, obligations, liabilities, expenses (including reasonable attorney's fees), damages, or suits
whatsoever, in connection with, arising out of, or relating to, in whole or in part, any act or omission of the NAYAX,
including,but not limited to,any use of the NAYAX Unit and the providing of any NAYAX service by any persons.
11.Term and Termination.The term of this Agreement and the NAYAX Services shall be for a period of twelve(12)months
from the later of the date of signature of this Agreement by NAYAX or the Customer(the"Initial Term").Notwithstanding
the above,and without derogating from any other of its rights hereunder or pursuant to law,either party may terminate
this Agreement and the NAYAX Services at any time,without liability therefor by providing no less than 30 days written
notice,and either party may terminate this Agreement and the NAYAX Services by notice in writing not less than fifteen
(15) days after notice of a material breach which has not been remedied during such fifteen (15)day period.Without
derogating from the above, in the event of any breach by the Customer of any of its obligations hereunder, or in the
event of any requirement of relevant law,or in the event of any force majeure or other event due to which NAYAX;in its
sole discretion determines the necessity of doing so, NAYAX may suspend providing the NAYAX Services hereunder for
such period as may be necessary in NAYAX's sole opinion. In the event that NAYAX has suspended the provision of the
Nayax I Executive Plaza 1, 11350 McCormick Rd,Ste 1004, Hunt Valley MD,210311410-666-3800 1 us@nayax.com
NAYAX -
Attending to the Unattended
NAYAX Services for more than thirty(30)days,other than due to breach of this Agreement by the Customer or due to
any other fault of the Customer,Customer may terminate this Agreement on written notice.
12.No Warranties. Except to the extent as may be otherwise expressly provided herein, all warranties, conditions,
terms, undertakings and representations of any kind whatsoever,express or implied,whether by statute,common
law or otherwise, in respect of the services being provided hereunder,are hereby excluded by NAYAX to the fullest
extent permitted by law and NAYAX shall have no other obligation, duty or liability whatsoever in contract, tort,
statute or otherwise to the Customer. Without prejudice to the generality of the aforesaid, NAYAX specifically
disclaims the implied warranties of merchantability,satisfactory quality and fitness for a particular purpose.
13.Validity,Choice of Law and Venue.Should any part of this Agreement,for any reason,be declared invalid,then only
such portion shall be invalid without invalidating or affecting the remaining provisions of the Agreement. T#+s
AgFeement shall be GORStMeted in a6eeFdanee with the laws of the State ef New YeF'("IiRBiS withGUt FegaFd te the
eenfliet ef law's PF6ViSienS theFeef.Any dispute heFeundeF shall,(a)in the case sueh dispute is filed by the Gustemer-,
llienels.and(b)On the case sueh disputeis filed by NAY-AX,be adjudicated,at NAYAX's eptien,eitheF by the eeWt
14. Notice.Any notice required or permitted to be given by either party hereto pursuant to this Agreement shall be in
writing and addressed to the other party at its registered office or place of business,or such other address as may
have been notified by one party to the other. Without derogating from the above, NAYAX shall provide notice to:
City of Canton,ATTN:Mayor,2 N.Main Street,Canton, IL 61520,with a copy to City of Canton,ATTN:City Attorney,
2 N. Main Street,Canton, IL 61520.
15.General.This Agreement constitutes the entire agreement and understanding between the parties with respect to
the subject matter hereof,and shall supersede any and all other communications, understandings,representations
and agreements. Except as otherwise expressly stated herein, nothing in this Agreement confers any rights on any
third parties.The Customer may not assign,novate,transfer,charge or otherwise deal with the benefit or the burden
of this Agreement. NAYAX may assign, novate, transfer, sub-contract, charge or otherwise deal this Agreement
and/or any of its rights and/or obligations hereunder at any time without consent of the Customer.
' �
SIGNATU PRINTED NAME 13ATE VrITLE
Nayax Executive Plaza 1,11350 McCormick Rd,Ste 1004, Hunt Valley MD, 21031 410-666-3800 us@navax.com