Payment Authorization Agreement

This Payment Authorization Agreement ("Agreement") is entered into between the person authorizing payment ("you" or "Payer"), the school or organization identified in the Kanri platform ("School"), and v19 Corporation ("Kanri," "we," "us," or "our"). The Payer may be a member, parent, guardian, or another person authorized to use the designated payment method. You represent that you have the legal capacity and authority to grant the payment authorization. By signing this Agreement or authorizing payment through Kanri, you agree to its terms. This Agreement supplements Kanri's Terms of Service and Privacy Policy, each of which is incorporated herein by reference.

Mandatory law, applicable payment-network rules, and the payment-method-specific mandate you accept govern authorization, notice, cancellation, and recourse for that payment method and take precedence over conflicting general provisions of this Agreement or the Terms of Service. For Canadian bank debits, this includes the separately accepted Pre-Authorized Debit (PAD) Agreement. This Agreement does not amend that mandate or extend its waivers to other payment methods.

1. Authorization to Charge

• You authorize the School, using Kanri and its payment processor, to charge your designated payment method for amounts you authorize under the applicable purchase or membership agreement and accepted payment mandate. The amount or method of determining it, payment timing or triggering events, and any recurring-payment terms must be disclosed before you authorize them.
• Future or variable charges must remain within the scope of your authorization. Changes to amounts or frequency are subject to the underlying agreement, applicable notice requirements, and any required new authorization. A fee change or amendment to these terms does not, by itself, authorize a debit outside the accepted mandate.
• All charges processed through Kanri are on behalf of the School; Kanri provides the platform and is not the supplier of the School's membership services. The School is responsible for its billing instructions and obtaining valid authorization. This allocation does not remove obligations imposed directly on Kanri by law.
• You are responsible for ensuring sufficient funds or available credit for all charges.

2. Responsibility and Liability

• The School is responsible for its services, membership terms, billing instructions, and refund obligations. You remain responsible for amounts lawfully owed under your agreement with the School, subject to your cancellation and dispute rights.
• Kanri's liability is subject to the limitations in the Terms of Service and applicable law. Nothing in this Agreement excludes liability or limits a consumer, payment, refund, or other right that cannot lawfully be excluded or limited.

3. Kanri's Rights and Discretion

• Subject to the applicable agreements and law, Kanri may suspend or limit access to the Service, withhold funds, nullify payment authorizations, or intervene in disputes between the School and Payer.
• Kanri may take any action it deems necessary to comply with applicable laws, regulations, or risk policies.
• To the extent permitted by law, lawfully exercising those contractual rights does not by itself create additional liability to the Payer or School. Express obligations in the applicable agreements continue to apply.

4. Payment Processing

Payments are processed using Stripe and its applicable affiliates. Relevant information is described in Stripe's Privacy Policy. Bank debits may remain pending and may fail, be returned, refunded, or disputed after initiation or an initial success notification. Payment status in Kanri does not eliminate applicable recourse.

Contact the School about its fees, services, or refunds, and contact Kanri about platform processing issues. You need not resolve a dispute with the School before exercising any available right to contact your bank or card issuer, stop a payment, dispute an unauthorized or incorrect debit, or seek a refund or reimbursement under applicable law or payment-network rules.

US ACH debits require the applicable bank-account verification and authorization. For recurring transfers from a US consumer account, the person obtaining authorization must provide a copy of the signed or similarly authenticated authorization. Where required by Regulation E, a varying transfer requires written notice of its amount and date at least 10 days before the transfer, unless a permitted alternative notice arrangement has been validly agreed. The School must satisfy these requirements through the applicable payment flow and notices. A Canadian PAD notice waiver does not waive US ACH requirements.

5. Termination

• You may request cancellation of your payment authorization through the procedure in the applicable mandate or by contacting the School. Written notice is recommended for your records, but is not an exclusive requirement where another method is permitted by law or the applicable payment rules. The applicable mandate and law determine when cancellation takes effect. Kanri support can assist if you cannot contact the School.
• Your separate rights to contact your bank or card issuer remain available. For covered recurring US consumer-account transfers, Regulation E permits a stop-payment request to the financial institution at least three business days before the scheduled transfer, subject to its permitted confirmation procedures.
• Canceling payment authorization does not, by itself, cancel your membership agreement or eliminate amounts lawfully owed. It also does not waive any right to cancel that agreement. Future payments must use a valid authorization or another agreed payment method.
• Kanri may suspend or end payment processing as permitted by the applicable Terms of Service, Service Agreement, processor requirements, and law. Ending this Agreement does not remove payment-dispute or reimbursement rights for earlier transactions.

6. Indemnification

To the extent permitted by applicable law, the Payer and School agree to indemnify and hold harmless Kanri, its affiliates, and their officers, employees, and agents from any claims, damages, or expenses arising from the use of the platform, charges processed, or disputes related to this Agreement.

7. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Province of Ontario, without regard to conflict of law principles. Any disputes arising under this Agreement will be resolved exclusively in the courts of Ontario, except where applicable law provides a non-waivable right to another forum. This choice of law does not deprive consumers of mandatory protections applicable where they live.

8. Changes to this Agreement

Kanri may modify this Agreement at any time, including changes to applicable processing-related fees, subject to the underlying agreements and law. Updated terms will be posted in the Service or on our website. Kanri will notify affected Schools of material changes before they take effect by email to their registered owner or administrator contact, or by an in-Service notice directed to School owners or administrators. The School must communicate relevant changes to affected Payers. Except where applicable law or payment-method requirements require otherwise, Kanri is not required to separately contact each Payer. This arrangement does not replace any notice, authorization copy, confirmation, or consent required under applicable law, a payment mandate, or payment-method rules, including any notice Kanri must provide directly. Continued use constitutes acceptance only to the extent permitted by law; any separately required agreement or payment authorization must still be obtained. Changes do not retroactively authorize an earlier debit or replace a required payment mandate.

9. Force Majeure

Kanri shall not be liable for any failure or delay in processing payments resulting from causes beyond its reasonable control, including but not limited to bank or payment processor outages, network failures, regulatory actions, or other events outside Kanri's reasonable control.

10. Contact Us

If you have any questions about this Agreement, please contact us at legal@v19.io.