Service Agreement

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.

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.

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, 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.

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.

4. Kanri's Rights and Powers

4.1 Sole Discretion

Kanri may, at any time and for any reason (including convenience), 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.

5. Intellectual Property

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.

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.

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.

9. 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.

10. Changes to Agreement

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

11. Contact Us

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