Kanri

This Service Agreement ("Agreement") is a legal contract between v19 Corporation ("Kanri," "Company," "we," "us," or "our") and the school or organization identified during registration ("School," "you," or "your"), which must be a valid business entity (including a sole proprietorship).

This Agreement applies only to Schools and organizations that create an account on Kanri. It does not apply to individual parents, students, or other end users. Parents and students are not parties to this Agreement.

By creating a School account on Kanri, you agree to be bound by this Agreement, Kanri's general Terms of Service, and Kanri's Privacy Policy, each of which is incorporated herein by reference. In the event of any conflict between this Agreement and the Terms of Service or Privacy Policy, this Agreement governs with respect to the School's rights and obligations.

1. Services Provided

1.1 Platform Access

Kanri provides a software-as-a-service (SaaS) platform for schools to manage memberships, communications, and payments.

1.2 Facilitator Role

Kanri acts only as a neutral facilitator of transactions and communications between Schools and their members. Kanri is not a party to any agreement between the School and its students, parents, or staff.

1.3 Scope

Kanri does not provide financial, legal, tax, or accounting advice, and assumes no responsibility for School operations, compliance, or outcomes.

1.4 Service Plans

The School's access to features and functionality is limited to the specific plan it signs up for. Kanri has no obligation to provide services or features outside of the subscribed plan.

1.5 AI-Powered Features

The Service includes AI-powered features (such as the Kai assistant) designed to help Schools manage their operations. These features are provided as a convenience tool only and do not constitute professional, legal, financial, or operational advice. AI-generated outputs may be inaccurate or incomplete. The School is solely responsible for reviewing, verifying, and acting on any AI-generated content, and Kanri is not liable for any decisions made or actions taken in reliance on such outputs.

1.6 Third-Party Integrations and Platform Components

The Service integrates with or relies on third-party services and tools, including but not limited to Stripe, Zapier, QuickBooks, Xero, Apple App Store, Google Play, and domain registrars. Kanri does not control and is not responsible for the availability, performance, or continued existence of any third-party service. Kanri makes no warranty that any integration will remain available or functional and is not liable for disruptions, losses, or damages caused by third-party changes, outages, or discontinuation. The School's use of third-party services is subject to those services' own terms and policies.

2. School Responsibilities

2.1 Business Legitimacy

The School represents and warrants that it is duly organized and authorized to enter into this Agreement.

2.2 Use of Service

The School is responsible for managing its students, staff, and members; establishing and enforcing its own membership terms and billing practices; complying with all applicable laws (including tax, privacy, consumer, anti-spam, and regulatory requirements); and ensuring the accuracy and legality of all data entered into the Service. The School agrees to pay all fees associated with its use of the Service, including billing, subscription, and transaction fees. The School is solely responsible for the actions of its staff, agents, contractors, or any other individuals it authorizes to access or use the Service on its behalf.

2.3 Payments to School

The School is fully responsible for refunds, disputes, chargebacks, failed transactions, and any liabilities owed to its members.

2.4 Multi-Location Accounts

If the School operates multiple locations under a single Kanri account, this Agreement applies to all locations and all activity conducted under the account. The School is responsible for the actions and compliance of every location, and all locations are jointly and severally subject to the terms herein.

2.5 Communications Compliance

The School is solely responsible for ensuring that all communications sent through the Service (including email and SMS) comply with all applicable laws, including Canada's Anti-Spam Legislation (CASL), the US CAN-SPAM Act, and any other applicable anti-spam or electronic communications regulations. The School must obtain all required consents before sending commercial electronic messages, maintain accurate records of those consents, and honor opt-out requests promptly. Kanri is not responsible for the content of any communications sent by the School or for any violations of anti-spam laws by the School.

2.6 Data and Privacy

The School represents and warrants that it has the legal authority to collect and upload to the Service all personal information it enters, including information about students, parents, staff, and other members. The School is responsible for informing its members about how their data is handled by Kanri in accordance with Kanri's Privacy Policy. Kanri acts as a data processor with respect to personal information uploaded by the School and processes such data only as directed by the School and as described in the Privacy Policy. The School, as the data controller, remains solely responsible for compliance with all applicable privacy laws in connection with the collection and submission of member data.

3. Fees, Usage Credits, and Stripe Charges

3.1 Subscription Fees

The School agrees to pay subscription fees as described by Kanri. Fees are billed in advance and are non-refundable except as required by law.

3.2 Usage Credits and Auto-Recharge

Certain Kanri services operate on a usage basis (such as SMS/MMS communications). The School may maintain a prepaid balance ("Usage Credits") to cover these fees. If the School opts in, it authorizes Kanri to automatically recharge its Usage Credits using a stored payment method whenever the balance is insufficient to cover upcoming or ongoing usage. Kanri may charge more than the School's standard reload amount if necessary to ensure sufficient funds for a pending action (for example, if the School attempts to send communications that would exceed its current balance). All usage is deducted from Usage Credits on a non-refundable basis, and the School agrees to pay all usage-related charges in full.

3.3 Stripe Relationship and Fees

Stripe, Inc. ("Stripe") is a third-party payment processor that enables the School to accept payments from its members. During onboarding, the School will be required to enter into a separate agreement directly with Stripe, which governs the School's use of Stripe's services. Kanri does not control or assume responsibility for Stripe's performance. The School acknowledges that additional fees imposed by Stripe (including but not limited to international card fees, currency conversion, dispute handling, failed transactions, or penalties) will be passed through in full to the School, in accordance with Stripe's terms and the School's agreement with Stripe.

3.4 School Liability

The School remains liable for all payments processed on its behalf, regardless of disputes, errors, or fraud.

3.5 Pricing and Plan Changes

Kanri reserves the right to modify subscription pricing, plan tiers, and the features or limits included in any plan at any time. Kanri will provide at least 30 days' advance written notice of pricing or plan changes, delivered via email to the account's registered address or via in-app notification. Changes take effect at the start of the School's next billing cycle following the notice period. Continued use of the Service after a change takes effect constitutes the School's acceptance of the updated pricing or plan. If the School does not agree to a change, it may terminate this Agreement before the change takes effect with no further obligation for future billing cycles. Promotional, introductory, or grandfathered pricing is offered at Kanri's sole discretion and may be discontinued without advance notice.

3.6 Usage-Based Pricing and Pass-Through Costs

Notwithstanding the notice period above, usage-based fees (such as SMS/MMS rates, transaction processing fees, or other per-unit charges) may be adjusted with shorter notice — or immediately — if the underlying third-party costs that drive those fees increase (for example, carrier rate increases, payment processor fee changes, or regulatory surcharges). In such cases, Kanri will provide notice as soon as reasonably practicable, and the updated rates will apply to usage occurring after the effective date of the change. The School's continued use of usage-based services after any rate adjustment constitutes acceptance of the updated rates.

4. Kanri's Rights and Powers

4.1 Sole Discretion

Kanri may, at any time and for any reason (including without cause), suspend, limit, restrict, or terminate the School's access to the Service, in whole or in part, with or without notice.

4.2 Withholding of Funds

Kanri may hold, delay, or offset funds, apply reserves, or restrict payouts as we deem appropriate to protect against risk, fraud, chargebacks, or legal/regulatory obligations.

4.3 Nullification of Payment Authorizations

Kanri may cancel, revoke, or prevent payment authorizations at its sole discretion, including where required by risk considerations, regulatory compliance, or policy enforcement.

4.4 Dispute Intervention

Kanri may, at its sole discretion, intervene in any dispute, issue, or disagreement that directly relates to the use of the Kanri platform or services, including but not limited to disputes concerning payments processed through the platform, account access, billing arrangements, or communications made via the Service. Intervention may include freezing accounts, withholding funds, reversing transactions, suspending functionality, or taking other actions deemed necessary to protect the integrity of the platform.

Kanri is under no obligation to intervene in any dispute, and any decision to do so is made solely at Kanri's discretion. Kanri bears no liability for whether or how it chooses to exercise this right.

Kanri has no role or responsibility in disputes, incidents, or events that occur outside the scope of the platform or are unrelated to the Service.

4.5 Right of Set-Off

Kanri may, without prior notice, set off, deduct, or recoup any amounts owed by the School (including chargebacks, penalties, fees, fines, or other liabilities) against any pending payouts, balances, or funds otherwise due to the School. No separate authorization from the School is required to exercise this right.

5. Intellectual Property

5.1 Ownership

All software, content, and features of the Service are owned by Kanri. Kanri grants the School a limited, revocable, non-exclusive, non-transferable license to use the Service for internal business purposes only. The School may not sublicense, resell, or provide access to the Service to any third party not authorized under this Agreement. The School shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Service.

5.2 Feedback License

If the School provides Kanri with any feedback, suggestions, ideas, improvements, or other input regarding the Service ("Feedback"), the School hereby grants Kanri a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and exploit such Feedback in any manner without restriction or compensation to the School.

6. Disclaimers and Limitation of Liability

6.1 No Warranty

The Service is provided "as is" and "as available." Kanri disclaims all warranties, including merchantability, fitness for a particular purpose, and non-infringement. Kanri makes no representation or warranty that the Service will be uninterrupted, error-free, or available at any particular time. No uptime commitment or service level agreement is provided unless separately agreed to in writing.

6.2 No Responsibility for Outcomes

Kanri does not guarantee membership growth, financial performance, operational results, or any business outcomes.

6.3 Maximum Liability

Kanri's total liability under this Agreement shall not exceed the total fees actually paid by the School to Kanri in the twelve (12) months immediately preceding the claim.

6.4 Excluded Damages

Kanri shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost revenue, profits, or data, even if foreseeable.

6.5 Absolute Discretion

The School expressly acknowledges that Kanri's right to suspend, withhold, or terminate service is absolute, and Kanri bears no liability for exercising those rights.

6.6 No Liability for School Actions

Kanri disclaims all liability for the actions, omissions, or conduct of the School, its staff, agents, contractors, students, parents, or any other individuals to whom the School grants access to the platform. The School is solely responsible for all activities conducted through its account.

7. Indemnification

The School shall indemnify, defend, and hold harmless Kanri, its affiliates, and their officers, employees, agents, and contractors from and against any and all claims, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising from or related to:

The School's use of the Service.
The School's relationship with members, students, staff, or third parties.
Any dispute, chargeback, refund, or failed transaction.
The School's breach of this Agreement or violation of applicable law.
Any taxes or fees owed by the School.

8. Term and Termination

8.1 Term

This Agreement begins upon acceptance and continues until terminated.

8.2 Termination by School

The School may terminate this Agreement at any time through account settings. All outstanding obligations, fees, and liabilities remain due.

8.3 Termination or Suspension by Kanri

Kanri may suspend or terminate this Agreement, access to the Service, or any related functionality at its sole discretion, at any time, with or without cause, and without notice.

8.4 Data Retention After Termination

Upon termination of this Agreement for any reason, Kanri will retain the School's data (including member records, billing history, and communications) for 90 days following termination. After this period, Kanri will permanently delete such data from its systems. The School is responsible for exporting any data it requires prior to termination. Kanri bears no liability for data lost due to the School's failure to export data before the retention period expires.

9. Confidentiality

The School acknowledges that in the course of using the Service, it may be exposed to non-public information regarding Kanri's pricing structures, platform architecture, product roadmap, business strategies, or other proprietary information ("Confidential Information"). The School agrees not to disclose, publish, or otherwise make available any Confidential Information to third parties without Kanri's prior written consent. This obligation survives termination of this Agreement.

10. 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. The School agrees that any claim or dispute will be brought solely in its individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

11. Changes to Agreement

Kanri may modify this Agreement at any time. Updated terms will be posted within the Service or on our website. Continued use of the Service constitutes acceptance of the updated terms.

12. Force Majeure

Kanri shall not be liable for any failure or delay in the performance of its obligations under this Agreement resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, terrorism, labour disputes, government actions, regulatory changes, internet or telecommunications outages, third-party service failures (including Stripe or other payment processors), or any other event outside Kanri's reasonable control.

13. Survival

The following sections shall survive any termination or expiration of this Agreement: Intellectual Property (§5), Disclaimers and Limitation of Liability (§6), Indemnification (§7), Data Retention After Termination (§8.4), Confidentiality (§9), Governing Law and Dispute Resolution (§10), and any other provisions that by their nature are intended to survive.

14. Severability

If any provision of this Agreement is found to be invalid, unenforceable, or illegal by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

15. Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, and any other agreements expressly incorporated by reference, constitutes the entire agreement between Kanri and the School regarding use of the Service. This Agreement supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Service.

16. Contact Us

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