Last updated on 8 November 2016.
These Terms and Conditions constitute a legal agreement (“Agreement”) between the sole proprietor or business entity or business organisation listed as the “Business” on your Seller's Business page (sometimes referred to as “you,” “your”, “user”) and Jamatto Limited (referred to as “Jamatto” and “we,” “our” or “us”). You may request a copy of this Agreement, and the other terms or documents incorporated in it by reference, at any time during the term of this Agreement.
Jamatto's website is at https://jamatto.com. Jamatto’s business support email address is support@jamatto.com. Should you have any questions or concerns or would simply like to better understand how we do things at Jamatto, please do not hesitate to contact us.
We developed this service (the “Jamatto Service” or the “Service”) to help you (the “Seller”, via one or more “Business”) accept payments (collectively “Purchases” or “Payments” or “Transactions”) from your customers (each, a “customer” or a “Buyer”) in exchange for online media content, products and services at micropayment prices. A single Seller can accept payments for multiple Businesses using the Jamatto service. We do not assume any liability for the products or services purchased using our Service. You will be required to register for a service account to use Jamatto (“Jamatto Account”). Through this Jamatto Account you, the Seller, will create one or more Businesses, each of which can accept payments from your customers.
We provide application programming interfaces (collectively, “API”) and other software to enable you to use the Service. We reserve the right to require you to install or update any and all software to continue using the Service.
By accepting this Agreement, you authorise Jamatto or banks that we designate to receive, hold, and pay out funds on your behalf. You further authorise Jamatto to instruct the banks that we designate in the way funds should be paid out to you (such as by BACS, CHAPs or SEPA) and the timing of such payouts. You also authorise Jamatto or banks that we designate to hold funds in a deposit account on trust on your behalf pending pay out of the funds to you in accordance with the terms of this Agreement. Jamatto will establish a clearing account through which settlements in accordance with this Agreement are settled. Any payment made through this clearing account shall be deemed as a full and final payment by Jamatto to you.
You agree you are not entitled to any interest associated with the funds held in the clearing account pending settlement to the bank account specified by you to us (“Bank Account”). You may not assign any interest in funds until they are deposited into your Bank Account. From time to time, we may make available to you information in the management dashboard area of the Jamatto Service regarding anticipated settlement amounts that have been received on your behalf and are being held pending settlement. This settlement information does not constitute a deposit or other obligation owed by Jamatto to you. This settlement information is for reporting and informational purposes only, such funds are to be credited to your specified Bank Account in accordance with the Payout Schedule (as defined in Section C(3) below) and subject to the other terms of this Agreement (including, without limitation, regarding deductions for Fees (Section C(6)), and Reversals and Claims (each such term as defined in Section D(6))). Your authorisations set forth herein will remain in full force and effect until your Jamatto Account is closed or terminated as provided in Section D.
A Buyer makes Purchases from Businesses through the Service. At the time of a Purchase, if (a) the Buyer has a positive current balance, excluding any free credit (the Buyer's Credit Limit) we have offered to them, (b) the Buyer's current balance is larger than the Purchase amount, and (c) the Buyer has no unsettled transactions, then the purchase is authorised and settled immediately. Otherwise, if the Purchase amount plus the total unsettled amount of a Buyer is less than the Buyer's Credit Limit, the Purchase is authorised, but remains unsettled. Otherwise, the Purchase is declined and the Buyer is directed to top up their current balance. Whenever a Buyer tops up their current balance, unsettled transactions are settled in order of transaction date, from oldest to newest, until the Buyer's current balance is exhausted. You are solely responsible for verifying the suitability of users. We do not guarantee or assume any liability for transactions authorised and/or settled which may later be refunded.
Jamatto will provide you with business support to help resolve any issues relating to your use of Jamatto, the use of our software, and the distribution of funds to your specified Bank Account. You, and you alone, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers’ purchases through the Service.
It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and businessess to which we provide services. We reserve the right to report to relevant revenue or taxing authorities regarding transactions processed by Jamatto on your behalf, to the extent we are required to do so by applicable law.
You are fully responsible for the security of data on your site, through your app, or otherwise in your possession. You agree to comply with all applicable national or regional laws and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information (defined as “Payment Data”) on your site or through your app. While Jamatto helps to make compliance easier, you are solely responsible for compliance with any laws, regulations, or rules applicable to your business.
Jamatto is responsible for protecting the security of Payment Data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorised access and accidental loss or modification. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk. We recommend you review our Privacy Policy, which will help you understand how we collect, use and safeguard the information you and your customers provide to us.
Jamatto may provide or suggest security procedures and controls intended to reduce the risk to you of fraud (“Security Controls”). These Security Controls may include processes or applications that are developed by Jamatto or by third parties, including but not limited to providing two-factor authentication for logging into your Jamatto Account. You agree to review all Security Controls and choose those that are appropriate for your business to protect against unauthorised transactions and, if necessary, use other procedures and controls not provided by us. Disabling or failing to properly use Security Controls increases your exposure to unauthorised transactions. Keep in mind that you are responsible for the use of lost or stolen data that is used to purchase products or services from your business. We are not liable for and do not insure against losses to you or your customers resulting from use of lost or stolen data with the Jamatto Services (including but not limited to losses arising from the use of lost or stolen credit cards to make purchases from your site or app, or those caused by a compromise of your login credentials).
From time to time we may offer you additional features or services (“Additional Services”), which may be subject to additional or different terms of service. As with the Jamatto Services, you may not use these Additional Services unless you agree to the applicable terms of service. Except where expressly stated otherwise, your use of Additional Services will have no impact on the applicability of this Agreement to the Service.
a. Privacy: You acknowledge that you have received, read in full and agree with the terms of our Privacy Policy linked to and incorporated into this Agreement by reference. Our Privacy Policy contains your consent to our collection, use, retention, and disclosure of personal information as well as other matters set forth therein and which explains how and for what purposes we collect, use, retain, disclose, and safeguard the information you provide to us.
b. Data Protection: Protection of personal data are very important to us. Jamatto will comply with the applicable data protection laws, including in particular, the adoption of laws consistent with the EU Directive 95/46/EC (“EU Data Directive”) binding in United Kingdom, as amended from time to time.
For any personal data processed on your behalf under this Agreement, Jamatto and you both agree that both parties are the data controller in relation to that data. We shall process the personal data only in accordance with the terms of this Agreement and lawful instructions reasonably given by you to us from time to time. We will employ appropriate technical and organisational measures to protect such personal data. As data controller, Jamatto may appoint data processors for parts of its processing of personal data, provided however, that the processor assumes the same obligations as are imposed on Jamatto as data processor.
In providing the Jamatto Services, Jamatto transfers, stores and processes personal data on servers located in the US. To ensure the adequate protection of Data transferred outside of EU member states, Jamatto employs appropriate mechanisms (including model contract clauses) to allow for the lawful onward transfer of personal data under the EU Data Directive.
c. Data Requests: We will notify you (within a reasonable time frame) if we receive a request from a person to have access to that person’s personal data; a complaint or request relating to your obligations under applicable data protection legislation; or any other communication relating directly to the processing of any personal data in connection with this Agreement.
Jamatto will provide you with reasonable co-operation and assistance in relation to any complaint or request made in respect of any personal data processed by us on your behalf, including by providing you with details of the complaint or request, complying with any data subject access, rectification or deletion requests (within the relevant timescales set out in applicable data protection legislation) and providing you with any personal data we hold in relation to a person making a complaint or request (again, within a reasonable timescale).
You represent to Jamatto that you are in compliance with all applicable privacy laws, you have obtained all necessary rights and consents under applicable law to disclose to Jamatto, or allow Jamatto to collect, use, retain and disclose any Data that you provide to Jamatto or authorise Jamatto to collect, including information that we may collect directly from your end users via cookies or other means, and that Jamatto will not be in breach of any such laws by collecting, receiving, using and disclosing such information in connection with the Service. As between you and Jamatto, you are solely responsible for disclosing to your customers that Jamatto is processing transactions for you and obtaining Data from such customers. It is your obligation to disclose to your customers that Data may be transferred, processed and stored outside of EU member states and, as set forth in our Privacy Policy, may be subject to disclosure as required by applicable law.
If you receive information about others through the use of the Service, you must keep such information confidential and only use it in connection with the Service. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so.
You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services and consumer protection). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) submit any transaction for processing that does not arise from donations or your sale of goods or service to your customers, (ii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party, or (iii) send what you believe to be potentially fraudulent transactions.
Except to the extent that applicable law expressly entitles you to different rights, you also agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access Jamatto systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from Jamatto; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly permitted by any applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.
We reserve the right to not authorise or settle any transaction you submit that we believe is in violation of this Agreement or of applicable law or exposes you, other Jamatto users or Jamatto to harm, including but not limited to fraud or other criminal acts. You hereby authorise us to share information with law enforcement about you, your transactions, or your use of the Service if we reasonably suspect that your Jamatto Account has been used for an unauthorised, illegal, or criminal purpose.
You agree that, from the time you begin processing payments with Jamatto until you terminate your account with us, we may identify you as a Jamatto user. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and Jamatto.
You agree that we may provide communications, disclosures and notices regarding the Service and in respect of this Agreement to you by posting such communications, disclosures and notices on our website, emailing them to the email address listed in your Jamatto Account, or mailing them to the address listed in your Jamatto Account. You also agree that electronic communications, disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you by the end of the day following the day on which it was mailed to you or posted to our website or on the day it is emailed to you unless we receive notice that the email was not delivered. All such communications, disclosures and notices shall be in English.
The Jamatto Service is only made available to persons or entities that operate a business selling goods and services, and the Jamatto Service is not made available to persons to accept payments for personal, family or household purposes. To use Jamatto for your business, you will first have to register for Jamatto. If you have not already done so, you will also be required to provide an email address to access Jamatto (your “Jamatto Account credentials”). You must take all reasonable steps to keep your personalised security features of your Jamatto Account safe, for example keep them secret and do not share them with anyone, other than appropriately authorised personnel within your business. You must notify us by emailing Jamatto support using the details set out above without undue delay if you discover that any of your personalised security features have been lost or stolen or that someone else has used or attempted to use your Jamatto Account without your authority.
Through your Jamatto Account you, the Seller, create one or more Businesses, each of which can accept payments from your customers. Before a Business can receive Payouts from Jamatto, we will collect basic information about the Business including your name, business name, owners or principals of the business, location, email address, business identification number and phone number. You may choose to create a Business as an individual trader (sole proprietor) or as a company or other business entity. If you register as a business, you must be authorised to act on behalf of the business and have the authority to bind the business to this Agreement. In order to sign up a business to use the Service, you must agree to this Agreement on behalf of the business. If you have so agreed, the term “you” will mean you, the natural person, as well as such business.
Although you do not enter your website URL as part of your Business registration, your website URL is available to Jamatto whenever your customers make a purchase. This website URL may appear in your customers’ transactions statements. You agree to indemnify Jamatto from any costs from disputes due to customers failing to recognise your business name on their statements.
Before a Business can receive Payouts from Jamatto, to verify your identity, we will require additional information including without limitation your company registration number, your VAT number and, if applicable, your date of birth. We may also ask for additional information to help verify your identity and assess your business risk including business invoices, a driver’s licence or other government issued identification, or a business license. We may ask you for financial statements. We may request for your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within five (5) days may result in suspension or termination of your Jamatto Account. You authorise Jamatto to retrieve additional information about you from third parties and other identification services.
After we have collected and verified all your information, we will review it and determine if you are eligible to receive Payouts from Jamatto and continue to use the Service. We will notify you once your account has been either approved or deemed ineligible for use of the Service.
By accepting the terms of this Agreement, you are providing us with authorisation to retrieve information about you from and provide information about you to third parties, including but not limited to credit reporting agencies or bureaus and other information providers, and you authorise and direct such third parties to compile and provide such information to us. You acknowledge that such information retrieved and provided may include your name, address history, credit history, and other data about you. Jamatto may periodically update this information to determine whether you continue to meet our eligibility requirements.
During the Verification and Underwriting process, you confirm that you are a legal resident of the country that you identify when you provided us your business details (the “Designated Country”), and that you are authorised to conduct business in such country. You may not export the Service directly or indirectly.
By accepting this Agreement you confirm that you satisfy these requirements and will continue to do so in connection with your use of the Service.
There are certain categories of businesses and business practices for which the Jamatto Services cannot be used (“Prohibited Businesses”). Many of these Prohibited Business categories are imposed by the requirements of our banking providers or processors. We maintain a list here: Prohibited Businesses. By registering a Jamatto Account, you confirm that you will not use the Jamatto Services in connection with any of the Prohibited Businesses. If you are uncertain as to whether a business is a Prohibited Business, or have questions about how these requirements apply to your business, please contact us.
You will only accept payments through Jamatto for transactions between you and your customers for donations or the bona fide sale of lawful goods or services. You will not solicit or use a Payment Data for any purpose other than to process payment for your goods and services. You will comply with all applicable laws, rules, regulations and orders of governments having jurisdiction in connection with your use of the Service.
You agree that you will accept all payments by your customers for your goods and services in accordance with this Agreement and any operating guides that we may provide you from time to time. You acknowledge that the existence of an affirmative authorisation from Jamatto does not mean that a particular transaction will not be subject to Reversal or Claim (each such term as defined in Section D(6) below) at a later date.
Jamatto will settle funds through the clearing account. Funds will be paid to your Bank Account in the amounts actually received and settled (less our Fees and certain other amounts as defined below) for transactions submitted to our Service. The Bank Account must be an account located at a bank in the Designated Country (defined in Section B(4)) and held in your business name. You are responsible for the accuracy and correctness of information you supply regarding your Bank Account. Funds for any given transaction will not be transferred to your Bank Account until the transaction is deemed settled. Transactions will be deemed settled after Jamatto has received sufficient funds from the relevant Buyer to first settle all unsettled transactions prior to yours and then settle your transaction. The actual timing of the transfers of funds to your Bank Account will be subject to the Payout Schedule as defined below. Notwithstanding the foregoing, you acknowledge that all credits for funds provided to you are provisional and subject to reversal including without limitation if there are adjustments for inaccuracies and errors (including rejects), Reversals or Claims in accordance with this Agreement. Accordingly, you authorise Jamatto to initiate reversal or adjustment (debit or credit) entries to the Bank Account and to initiate or suspend such entries in accordance with this Agreement as may be necessary to grant or reverse fund payouts for any transaction.
The Jamatto management dashboard will reflect each (a) Transaction, (b) Settled Transaction, (c) transfer of funds (a “Payout”) to your Bank Account, and (d) relevant charges, including the interchange fee and other business service charges. Information regarding your transactions processed and settled with the Service (“Transaction History”) will be available to you when you login to our website using your Jamatto Account credentials. We provide a minimum of one year of Transaction History on our website. Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Transaction History and your use of the Service.
We may offer you the ability to have Payout funds settled to your Bank Account in a currency different from the one in which you accepted payment from your customers (“Multi-Currency Processing”). To use this service, you must provide us with a valid Bank Account for each currency for which you request settlement, based on our list of available settlement currencies. We may add or remove currencies from our list of available settlement currencies at any time. If you use Multi-Currency Processing, we will identify at the time of charge (for example, through our API response), the conversion rate that will apply to the charge. If you refund a charge, the conversion rate that will apply will be the rate in effect at the time of the refund, not the charge. By submitting a charge or refund for processing you will be deemed to have accepted the rate. You may choose not to use the Multi-Currency Processing service at any time. You may also change your Bank Account information or other settings associated with your use of Multi-Currency Processing, but any such changes will only affect subsequent charges.
Payout schedule refers to the time it takes to initiate a transfer to your Bank Account of settlement funds arising from transactions processed through the Service (“Payout Schedule”). Once your Bank Account information has been verified, settled funds (net of Fees, Reversals, Claims and other funds owed to Jamatto for any reason) will be transferred in aggregate in accordance with the Payout Schedule most recently advised by us to you. The settled funds shall be credited to your Bank Account by the end of the business day following the last day of the Payout Schedule. We are not responsible for any action taken by the institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you in your Bank Account. You can contact Jamatto to inquire about changing the timing of your Payout Schedule. Upon submitting a request, you will be informed of the process and requirements for Jamatto to review your Payout Schedule. If you have not been specifically advised by us with a Payout Schedule for a Business, the following schedule is assumed: a) for each Business, settled funds in each currency are eligible for payout only if Jamatto have received sufficient evidence to verify the Business (as described in Section B(3)). b) for each Business, settled funds in each currency are eligible for payout at your specific request only if the settled balance of the Business in that currency is above $100 equivalent. c) unless specifically requested by you, the settled funds of a Business in each currency will be paid out automatically to the specified Bank Account once the settled balance of the Business in that currency is above $1000 equivalent, or once the settled balance of the Business in that currency has been above $100 equivalent for a period of 5 business days.
Jamatto reserves the right to change the Payout Schedule or suspend payouts to your Bank Account should we determine it is necessary due to pending disputes, excessive or anticipated excessive refunds, or other suspicious activity associated with your use of the Service or if required by law or court order. If we do this we will notify you by email as soon as possible and include the reasons for doing so unless it is unlawful for us to so notify you.
Your opening of a Jamatto Account and thereby agreeing to be bound by this Agreement and the Payout Schedule shall be deemed as your consent to the execution of the necessary payment orders to transfer settlement funds to your Bank Account in accordance with this Agreement and such payment orders are deemed received on the day agreed for the execution of such payment orders in accordance with this Agreement and the Payout Schedule.
Your Transaction History will be available to you when you login to your Jamatto Account on our website. Except as required by law, you are solely responsible for reconciling your Transaction History with your actual payment transactions. You agree to notify Jamatto using Jamatto’s contact details set out above of any discrepancies arising from such reconciliation and verification without undue delay and no later than 6 months after the date of the transaction. We will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. If Jamatto fails to transmit the payment order in accordance with Section C(1), Jamatto will immediately re-transmit the payment order. In the event you are owed money as a result of the discrepancy, Jamatto will transfer funds to your Bank Account in the next scheduled payout.
If you submit or cause Jamatto to process transactions erroneously, you agree to contact business support immediately, which will investigate any reported errors and attempt to rectify any errors by crediting or debiting your Bank Account as appropriate. We will only attempt to correct transactions that you process incorrectly if you notify us of such an error without undue delay and no later than 6 months after the date of the error.
By accepting these terms of service, you agree to all reasonable refunds of your products and services through the Jamatto Service to your customers in accordance with the terms of this Agreement. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customers for postage costs incurred for product returns. For processed refunds, Jamatto will deduct the refund amount (including any applicable Fees) from settlement funds owed to you from processing of other card transactions. You are solely responsible for accepting and processing returns of your products and services; we have no responsibility or obligation for processing such returns.
You agree to pay the fees (“Fees”) assessed by Jamatto to you for providing the Service described in this Agreement. These fees will be calculated as 20% of each settled transaction. We reserve the right to revise our Fees at any time, subject to a two months’ notice period to you. You are also obligated to pay all taxes and other charges imposed by any governmental authority, including without limitation any goods or services tax (including VAT), on the Service provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
You acknowledge that you are also responsible for any penalties or fines imposed on Jamatto or directly to you by any financial institution as a result of your activities.
To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from funds payable to you arising from the settlement of transactions. Fees will be assessed at the time a transaction is processed and will be first deducted from the settlement funds received for such transactions.
A Business is deemed to have become Dormant if it has generated no transactions after a period of a year. As soon as a Business becomes Dormant, the ownership of all settled transaction amounts that have not been subject to a Payout will become Forfeit Transactions and transferred to Jamatto, and you will have no further claim to these funds. A Dormant Business will no longer be considered Dormant as soon as a transaction is received for that Business. While the ownership of any previously Forfeit funds will remain with Jamatto, the ownership of any new transactions will be treated as if the Business were never Dormant.
Jamatto grants you a personal, limited, non-exclusive, revocable, non-transferable licence, without the right to sublicense, to electronically access and use the Jamatto Services solely to (a) accept and receive payments, (b) manage the funds you so receive, and (c) build applications utilising the Jamatto Services in a manner consistent with this Agreement and the documentation available to you on our website. This licence includes use of the APIs, documentation, images, support pages, and any updates thereto provided to you by Jamatto. Where updates are subject to new or additional terms, we will update this Agreement or provide notice to you. We may terminate this licence at any time if you use the Jamatto Services or content, except as permitted by this Agreement.
We may also periodically make available certain Jamatto logos, trademarks, or other identifiers for your use (“Jamatto Marks”). If we do so, you will use them subject to and in accordance with this Agreement. Jamatto may limit or revoke your ability to use Jamatto Marks at any point. All rights not provided in this Agreement are expressly reserved by Jamatto. We may change Jamatto Marks from time to time. In the event that Jamatto Marks or Jamatto Marks Usage Agreement are changed, you will (a) use the current version of the Jamatto Marks and (b) use Jamatto Marks consistent with the Jamatto Marks Usage Agreement. You may not use any Jamatto Marks unless you agree to abide by all of the terms and conditions in this Agreement.
Jamatto Marks are important assets of Jamatto’s business and are protected by U.K. and international laws. You may use the Jamatto Marks as described in this Agreement on a non-exclusive, non-transferable basis on websites or applications that utilize our Services. We may revoke this permission at any time at our discretion. We don’t expect to do this without a good reason but, if revoked, you agree to promptly remove any Jamatto Marks from any websites or applications, or other material.
You may only use the Jamatto Marks on the portion of your website or application that directly relates to the Services, such as on a purchase page utilizing our payment processing services. You may not misrepresent your relationship with Jamatto. You may not use Jamatto Marks to show Jamatto or Services in a disparaging or derogatory light, or in some other way that may be damaging to our brand or interests in Jamatto Marks.
Where only the Jamatto name or logo is used, as opposed to the “Powered by Jamatto” or “Connect with Jamatto” logos, we ask that you provide proper trademark attribution crediting ownership of the Jamatto Marks to us, such as:
The Jamatto name and logos are trademarks or service marks of Jamatto Limited or its affiliates in the U.K. and other countries. Other names may be trademarks of their respective owners.
We may also provide you with style or usage guidelines describing such things as size, color, or relative placement of Jamatto Marks. You may only use the Jamatto Marks consistent with those guidelines except where we expressly agree otherwise with you in writing. You will update your use of the Jamatto Marks to conform to changes in the guidelines within a reasonable time after we provide you notice of the change.
You may not use the Jamatto Marks or any confusingly similar name or trademark with your product, service, company, or domain name. For instance, you may not use names like “Jamatto Business Services”, “Jamatto for Platforms” or domains like “usejamatto.com.” Further, you may not use Jamatto Marks to imply endorsement by Jamatto of your products or services, or in a manner that causes customer confusion.
You may not display, copy, modify, or transmit the Jamatto Marks except as described in this Agreement, the guidelines, or otherwise agreed in writing by Jamatto.
In addition to protecting the Jamatto Marks, it is important to us that you maintain an independent brand. Even where use of Jamatto Marks is permitted, we suggest that you prominently use your own marks where also using Jamatto Marks. For example, “Foo Analytics for Jamatto” or “Bar Analytics powered by Jamatto” are acceptable and emphasize your brand; but “Jamatto Analytics”, “Jamatto for Platforms”, or “Jamattolytics” are unacceptable and emphasize the Jamatto Marks.
As part of this Agreement, we do not make any representations regarding your use of Jamatto Marks. We disclaim all warranties, express and implied, including any warranties of non-infringement.
Jamatto provides you a limited licence to use the Jamatto Services as described in and subject to this Agreement. Each of the foregoing is licensed and not sold, and we reserve all rights not expressly granted to you in this Agreement. The Jamatto Services are protected by copyright, trade secret and other intellectual property laws. We own all interest, title, and other worldwide IP Rights (as defined below) in the Jamatto Services and all copies of the Jamatto Services.
For the purposes of this Agreement, “IP Rights” means all patent rights; copyright, including rights in derivative works; moral rights; rights of publicity; trademark, trade dress, and service mark rights; goodwill; trade secret rights; and other intellectual property rights as may now exist or hereafter come into existence, including all applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Jamatto Services, including without limitation about how to improve the Jamatto Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Jamatto under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Jamatto does not waive any rights to use similar or related ideas previously known to Jamatto, or developed by its employees, or obtained from sources other than you.
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues until terminated by you or by Jamatto.
You may terminate this Agreement by closing your Jamatto Account at any time by following the instructions on our website in your Jamatto Account. Subject to the following sentence, we may terminate this Agreement and close your Jamatto Account effective upon providing you two months’ prior notice in accordance with Section A(15) above. We may suspend your access to the Service and any funds otherwise pending disbursement to you, or terminate this Agreement immediately upon notice to you in accordance with Section A(15) above, if (i) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your use of Jamatto, including without limitation significant credit or fraud risk, or for any other reason; or (ii) you do not comply with any of the provisions of this Agreement.
Upon termination and closing of your Jamatto Account, we will immediately discontinue your access to the Service. You agree to complete all pending transactions, immediately remove all Marks, and stop accepting new transactions through the Service. Any funds in our custody will be paid out to you subject to the terms of your Payout Schedule.
Termination does not relieve you of your obligations as defined in this Agreement and Jamatto may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Fees, refunds, or other investigations or proceedings.
Upon termination you agree: (i) to immediately cease your use of the Service, (ii) to discontinue use of any Jamatto trademarks and to immediately remove any Jamatto references and logos from your Site or other trademarks, (iii) that the licence granted under this Agreement shall end, (iv) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (v) we will not be liable to you for compensation, reimbursement, or damages in connection with the deletion of your information or account data. Please note that certain Sections survive termination, see Section D(19).
Where you use the Jamatto Services for transaction processing, at any time within thirty (30) days after terminating your Jamatto Account you may request in writing that we transfer Payment Data associated with your Transaction History that you are entitled to receive to you. We will use commercially reasonable efforts to transfer permitted Payment Data within ten (10) business days from receipt of your written request.
You are responsible for all Reversals, Claims, fines, Fees, penalties and other liability arising out of or relating to your breach of this Agreement, and/or your use of the Service. You agree to reimburse your customers, Jamatto, and any third party designated by Jamatto for any and all such liability. “Claim” means a challenge to a payment that you or your customer files directly with us. “Reversal” means Jamatto reverses the settlement of funds from a processed card transaction that you received because (a) an associated top up card transaction is invalidated by the card issuer, (b) the settlement funds were sent to you in error by Jamatto, (c) the sender of the payment did not have authorisation to send the payment (for example: the buyer used a card or Jamatto account that did not belong to the buyer), (d) you received the payment for activities that violated this Agreement, or (e) we decided a Claim against you.
We will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased items that are filed with Jamatto by you or your customers. You will be required to reimburse Jamatto for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in most cases you may not receive the item back). You will not receive a refund of any Fees paid to us.
Without limiting the foregoing, you agree to defend, indemnify, and hold harmless Jamatto, and each of our respective employees and agents (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to (i) your breach of any provision of this Agreement, and/or (ii) your use of the Service, including without limitation any Reversals, Claims, fines, fees, penalties and attorneys fees; (iii) your, or your employee’s or agent’s, negligence or wilful misconduct; (iv) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions; or (v) any claim resulting from our processing of your customer’s personal data on your behalf.
You represent and warrant to us that: (a) if you are a natural person, you are at least eighteen (18) years of age or, if you are under eighteen (18) years of age, you’ve obtained the consent of your parent or legal guardian to your execution of this Agreement and use of the Jamatto Service in the manner prescribed by Jamatto; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g) you and all transactions initiated by you will comply with all laws, rules and regulations applicable to your business, including any applicable tax laws and regulations; (h) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.
THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) JAMATTO; (II) PROCESSORS, SUPPLIERS OR LICENSORS OF JAMATTO; OR (III) ANY OF THE DISCLAIMING ENTITIES, WILL CREATE ANY WARRANTY.
YOU SPECIFICALLY ACKNOWLEDGE THAT THE DISCLAIMING ENTITIES (AS DEFINED IN SECTION D(6)) HAVE NO CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICE, AND NEITHER JAMATTO NOR ANY OF THE OTHER DISCLAIMING ENTITIES CAN ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR IS AUTHORISED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER JAMATTO NOR ANY OTHER DISCLAIMING ENTITY WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
SUBJECT TO CLAUSE 8 ABOVE, THIS CLAUSE SETS OUT THE ENTIRE FINANCIAL LIABILITY OF ANY DISCLAIMING ENTITY TO YOU IN RESPECT OF: (A) ANY BREACH OF THIS AGREEMENT; (B) ANY USE MADE BY YOU OF THE SERVICE; AND (C) ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION (INCLUDING NEGLIGENCE) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
NOTHING IN THIS AGREEMENT EXCLUDES OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED IN SECTION D(6) ABOVE) BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF REVENUE, LOSS OF SAVINGS OR ANY OTHER PURE ECONOMIC LOSS OR FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY LOSS OR DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICE, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORISED ACCESS OR USE OF THE SERVICE OR YOUR JAMATTO ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORISED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICE AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION 9, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO JAMATTO DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF JAMATTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION 9 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You may not use the Jamatto Services from, or on behalf of persons or entities (a) in a country embargoed by the United States or United Kingdom or (b) are identified as blocked or denied persons or entities (such as politically exposed persons or PEPs, or specially designated nationals or SDNs) by the United States or United Kingdom.
This Agreement is concluded in English.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) (a “Dispute”) will be governed by and construed in accordance with the laws of England and Wales.
Any Dispute shall be finally resolved by arbitration under the LCIA Rules by a sole arbitrator appointed in accordance with the said Rules. It is agreed that the seat of the arbitration shall be London and the language of the arbitration shall be English.
Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
We have the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software with two months’ prior notice, including such notice on our website or any other website maintained or owned by Jamatto for the purposes of providing services in terms of this Agreement. You will be deemed to have accepted the changes unless you notify us to the contrary in writing to Jamatto’s email address as set out above before the proposed date of the change and any use of the Service or software after the notified date of proposed implementation of any such changes shall constitute your acceptance of this Agreement as modified. You have the right to terminate this Agreement immediately and without charge before that date. If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
You agree to give us at least 30 days prior notification of your intent to change your current product or services types, your trade name or the manner in which you accept payment. You will immediately notify us of any voluntary or involuntary insolvency proceeding, petition, administration, receivership, bankruptcy, or similar action or proceeding initiated by or against you or any of your principals. You will include us on the list and matrix of creditors as filed with any insolvency, commercial or civil court, whether or not a claim may exist at the time of filing (any of the foregoing, a “Bankruptcy Proceeding”). Failure to do so will be cause for immediate termination of this Agreement and shall allow the pursuit of any other action available to us under applicable Network Rules or law. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns. This Agreement does not confer any third party rights on any person or party.
You may be offered services, products and promotions provided by third parties and not by us. If you decide to use these services, you will be responsible for reviewing and understanding the terms and conditions associated with these services. You agree that we are not responsible for the performance of these services. The Jamatto website may contain links to third party websites as a convenience to you. The inclusion of any website link does not imply an approval, endorsement, recommendation by us. You agree that you access any such website at your own risk, and that the site is not governed by the terms and conditions contained in this Agreement. We expressly disclaim any liability for these websites. Please remember that when you use a link to go from our website to another website, our Privacy Policy is no longer in effect. Your browsing and interaction on any other website, including those that have a link on our website, is subject to that website’s own rules and policies.
No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications or internet failures, utility failures, power failures, equipment failures, employment strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Section D(6), including without limitation for Reversals, Claims, fines, fees, refunds or unfulfilled products and services.
Jamatto may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. We may deliver or hold any funds or, subject to the terms of our Privacy Policy, any information as required under such Legal Process, even if you are receiving funds on behalf of third parties. Where permitted, we will use reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. Jamatto is not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Legal Process.
These terms and conditions and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and Jamatto with respect to the provision of the Service. In the event of a conflict between this Agreement and any other Jamatto agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these terms describe the entire liability of Jamatto and our vendors and suppliers (including processors) and sets forth your exclusive remedies with respect to the Service and your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity is cumulative and concurrent and in addition to every other right.
In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement will survive and remain in effect in accordance with their terms upon the termination of this Agreement: Sections A(3) (“Authorization for Handling of Funds “), A(6) (“Taxes”), A(7) (“Your Data Security Obligations”), A(8) (“Security and Fraud Controls”), A(10) (“Privacy and Data Protection”), A(11) (“Your Privacy Obligations”), A(13) (“Suspicion of Unauthorised or Illegal Use”), B(5) (“Prohibited Businesses”), C(3) (“Payout Schedule”), C(4) (“Reconciliations and Errors”), C(5) (“Refunds and Returns”), C(6) (“Jamatto Fees”), C(7) (“Our Collection Rights”), D(2) (“Ownership”), D(5) (“Effects of Termination”), D(6) (“Your Liability”), D(8) (“No Warranties”), D(9) (“Limitation of Liability and Damages”), D(10) (“Disputes; Choice of Law; Jurisdiction and Venue”), D(14) (“Parties”), D(17) (“Responding to Legal Process”), D(18) (“Entire Agreement”), and D(19) (“Survival”).