Terms of Service Agreement

Venn Terms of Service Agreement

This Terms of Service Agreement (hereinafter referred to as the “Agreement”) sets forth the terms and conditions for the use of Venn services (hereinafter referred to as the “Services”) provided by Venn Software Inc. (hereinafter referred to as the “Venn”, "we," “us,” and “our”).

By opening, registering, or using a Venn Account, or by otherwise using the Services, Customers (hereinafter referred to as “you” and “your”) agree to be bound by this Agreement and consent to receive communications related to the Services or your Venn Account in electronic format. Customers are asked to carefully read the terms and conditions set forth in this Agreement when registering to use the Services. Vnn recommends that you print out a copy of this Agreement to retain as a reference. Please note that if you do not accept this Agreement, you will not be able to use the Services. 

Please read carefully all of the terms of these policies and each of the other agreements that apply to you. Your use of certain of the Services may be subject to additional terms and conditions, as communicated by us to you through the Service, and such additional terms and conditions are incorporated into this User Agreement. This Agreement contains several sections, and you should read all of them carefully. The headings are for reference only. Some capitalized terms have specific definitions that are defined in the Agreement.

1. Venn

Venn is registered in Canada with the Financial Transactions Reports Analysis Centre of Canada (“FINTRAC”), registration number M22941967. Venn is registered as a money service business and is able to provide foreign exchange dealings and money transfer services to customers resident in Canada.

2. Eligibility

To be eligible for our Services, you must be at least 18 years old, or the age of majority in your province or territory of residence. You further represent and warrant to us that if you open an account with us using the Venn website (a “Venn Account”) that you are acting exclusively for your own benefit and are not acting on behalf of any third party principal or any third party beneficiary. You must only use the Services to transact on your own account and not on behalf of any other person or entity.

3. The Services

1. Opening a Venn Account. In order to use some or all of the Services, you must first open a Venn Account by providing certain information. For legal reasons, all information you provide during the signup process or any time thereafter must be complete, accurate and truthful. You are responsible for keeping your mailing address, email address, telephone number, and other contact information up-to-date in your Venn Account profile. To make changes to your profile, login here and then go to your settings page. We may refuse to provide or may discontinue providing the Services to any person or entity at any time for any reason. We treat all activities under a Venn Account to be those of the registered user.

• Account Security and Privacy. Protecting your privacy is very important to Venn. Your passwords are stored on Venn servers in encrypted form. We do not disclose your personal information, including account details, postal or email addresses to anyone except when legally required to do so and as specified in our Privacy Policy. Sensitive information between your browser and the venn.ca website (the “Venn Website”) is transferred in encrypted form using Secure Socket Layer (SSL). When transmitting sensitive information to the Venn Website, you should always make sure that your browser can validate the venn.ca certificate. For further details on our Privacy Policy, please click here https://www.venn.ca/legal/privacy-policy.

You, not Venn, are responsible for maintaining adequate security and control of any and all IDs, passwords, or any other details that you use to access your Venn Account and the Services. You must never disclose your Venn Account password. We will never ask you to provide your password to us or to a third party. Tell us if anyone asks for your password, and contact Customer Support if you are not sure about this, or any other security-related aspect of your Venn Account. You must never let anyone access your Venn Account or watch you accessing your Venn Account.

If you suspect your Venn Account, login details, password or any other security features are stolen, lost, used without authorization or otherwise compromised, you are advised to change your password. Contact Customer Support immediately if you believe your credentials have been compromised or you are suspicious about the security of your password or any other security features. The compromise of your credentials could enable thieves to access your bank account and attempt transactions not authorized by you. In addition, contact us at once if your transaction history for your Venn Account shows transactions that you did not initiate. You can contact our Customer Support through in-app chat.

We rely on you to regularly check the transactions history of your Venn Account and to contact Customer Support immediately in case you have any questions or concerns. We may (but are not obligated to) suspend your Venn Account or otherwise restrict its functionality if we have concerns about the security of the Venn Account or any of its security features; or potential unauthorized or fraudulent use of your Venn Account. 

You must make sure that your e-mail account(s) are secure and only accessible by you, as your e-mail address may be used to reset passwords or to communicate with you about the security of your Venn Account. Let Customer Support know immediately if your email address becomes compromised. Never use any functionality that allows login details or passwords to be stored by the computer or browser you are using or to be cached or otherwise recorded. Additional Venn products or Services you use may have additional security requirements, as notified to you by us, and you must familiarize yourself with those requirements.

• Duplicate Accounts. Venn reserves the right to refuse the creation of duplicate accounts for the same user due to security and client identification requirements. In a case where duplicate accounts are detected, Venn reserves the right to close or merge these duplicate accounts without notification to you.

• Verification. If you open a Venn Account and use certain of the Services, law requires that we verify some of your information. You authorize Venn to make any inquiries we consider necessary to validate your identity, either directly or through third parties, including checking commercial databases or credit reports (these will not impact your credit score). For that we may ask for bank account ownership verification.

Venn reserves the right to access various government and private databases so as to verify your information. If certain databases provide a match to the information you provide then we may not have to ask for photographic evidence of your identity. Venn reserves the right to close, suspend, or limit access to your Venn Account and/or the Services in the event we are unable to obtain or verify this information.

2. Adding Money. You may add money in supported currencies into your Venn Account in order to (i) convert the currency, (ii) send it to another person/entity or to your own account or (iii) hold a balance in your Venn Account for use later.

You can add money through one or more methods, for example, a pre-authorized direct debit via electronic funds transfer (“EFT”) or a wire transfer from your bank account. The number of methods available to you will depend on a number of factors including your verification status with us. Adding methods are not part of our Services, they are services provided by third parties. We cannot guarantee the use of any particular upload method and may change or stop offering a particular upload method at any time without notice to you.

We will credit your Venn Account once we have received your money, and are not responsible for the money you have uploaded until we have received them. For some particular adding methods, we will credit the money to your Venn Account as soon as possible subject to our right of reversal. This means if the actual amount you intended to upload does not reach us within a reasonable time, we may deduct such amount from your Venn Account. If you do not have enough money in your Venn Account for this purpose, we can demand repayment from you using other methods. 

‍Adding Money by Pre-Authorized Direct Debit. If you choose to add money using our pre-authorized direct debit feature to directly debit your bank account, you will need to provide, or we will receive through bank log-in information provided by you, your bank account details, including your bank account number, transit number and financial institution number. When you choose to add money using our pre-authorized direct debit feature and provide your bank account details, you confirm that your bank account details are correct, that you are authorized to access and transmit funds from your bank account, that you have sufficient funds in your account for the upload, that your bank account is in good standing with the account-holding financial institution, and that you have the authority to initiate an electronic funds transfer in the amount at issue to or from your bank account. Your authorization shall remain in effect for each transaction unless cancelled in accordance with this Agreement, in which case, we will promptly return the deposit to the account from which it originated, assuming the money is not yet received by Venn. In the event that we are unable to return the deposit, then we will promptly contact you using the most current contact information provided to us by you through your Venn Account registration.

Adding Money by Wire or Electronic Funds Transfer From your Bank Account. If you choose to add money using an electronic funds transfer from your bank account, or the domestic wire transfer method, then your transaction order will remain inactive until we receive your funds to our specified account. Such payments must be made to our specified account via an electronic funds transfer or domestic wire transfer. In cases where for any reason the transaction is cancelled or refused, then we will promptly return the deposit to your bank account from which the transaction originated. In the event that we are unable to return the deposit, then we will promptly contact you using the most current contact information provided to us by you through your Venn registration.

Adding Money by Other Methods. No other payment methods are accepted, including cash, mailed cheque, or electronic cheque. There may be financial limits for particular payment methods or currencies.

For legal and security reasons, we may impose limits on how much you can upload into your Venn Account.

3. Receiving Money from Third Parties. In certain currencies, we may provide to you specified bank account details that you can in turn provide to third parties so that they can send money to your Venn Account using either the electronic funds transfer method, or the domestic wire transfer method. These account details are offered by our third-party banking partners. These specified bank account details that we provide to you in order for you to receive funds from third parties are for accounts held by Venn and its affiliates (and we will credit your Venn Account, which is held by us, upon receipt of such funds), and are not for a bank account held by you.

When someone sends money to your Venn Account using a method that we support, the money will appear in your Venn Account. You should check the incoming funds in your Venn Account against your own records regularly and let us know if there are any irregularities. When you receive funds you can accept them as-is and maintain a balance in your Venn Account in that currency or accept them and then convert it to another currency, and hold that currency or send it to your or a third party’s account. If you choose to receive money using this method, you will not have access to such funds until we receive the funds into our specified account.

You acknowledge that the money received in your Venn Account via this method may be subject to Reversal or Chargeback and you agree that we may deduct the received amount from your Venn Account if it is reversed by the person who paid you the received amount or any relevant payment services provider. In cases for any reason the transaction is cancelled or refused, then we will promptly return the deposit to the bank account from which the transaction originated. In the event that we are unable to return the deposit, then we will promptly contact you using the most current contact information provided to us when you registered for your Venn Account.

If you provide the account details we provide to you to a third party, you agree that you will not impose a surcharge or any other fee solely for accepting payment through a Service offered by Venn. You are not permitted to receive payments by other payment methods, including cash, mailed cheque, or electronic cheque. There may be financial limits for particular payment methods or currencies.

4. Holding A Balance in your Venn Account. 

• Venn is not a bank and your Venn Account is not a bank account. Venn is not a bank and therefore value held as a balance in your Venn Account represents an unsecured claim against Venn and is not insured by the Canada Deposit Insurance Corporation (CDIC) or any other deposit protection scheme. Venn does not use balances held by its customers for operating expenses or other corporate purposes. In addition, as discussed above, the specified bank account details that we provide to you in order for you to receive funds from third parties are for accounts held by Venn and its affiliates (and we will credit your Venn Account, which is held by us, upon receipt of such funds), and are not for a bank account held by you.
• History of Transactions. All of your transactions (including your balance, added money, and money you have received, converted, sent and/or withdrawn), including related fees and exchange rates, if applicable, are recorded in the transaction history section of your Venn Account. You may access this information after you have logged into your Venn Account. 

5. Managing Your Money in Multiple Currencies. Your Venn Account balance may be held in certain currencies supported by Venn from time to time. You may hold a balance in more than one of these currencies at the same time. You are responsible for all risks associated with maintaining a Venn Account balance in multiple currencies. You may not manage multiple currencies for speculative trading purposes.

6. Withdrawing or Sending Money. If you have a Venn Account balance, you may remove it by:

• Withdrawing it by sending it to your own bank account (whether or not your bank account is based in Canada) through electronic funds transfer or other method, depending on the currency;
• Sending it to another Venn customer’s account;
• Sending it to a third party’s bank account (whether or not it’s based in Canada) through electronic funds transfer or other method, depending on the currency.

The number of payout methods made available to you will depend on a number of factors including your verification status with us. We cannot guarantee the use of any particular payout method and may change or stop offering a payout method at any time without notice to you, but we will ensure that you will have at least one payout method available to you unless prohibited by applicable law.

We may charge you a fee for each withdrawal or send money request. We will let you know the exact amount when you submit your request. Payout methods are not part of our Services, they are services provided by third parties for example the bank where you or the third party recipients hold a bank account.

Limits on Withdrawal and Sending Money. You agree that your Venn Account is subject to withdrawal and send money limits. If your withdrawal request exceeds the current limit, we may decline your request or impose additional checks, obligations, or time limitations before allowing the money to be withdrawn. These limits may be modified at any time in our sole discretion without prior notice.

Delay in Withdrawal or Sending Money. We do not have any control over the time it may take for your or a recipient’s bank or payment provider to credit and make available funds to you or your recipient once we make the funds available to you or the recipient’s bank or payment provider. We may delay a withdrawal, in certain situations, including if we need to confirm that the withdrawal has been authorized by you or if other payments to your Venn Account have been reversed for example, as a result of a chargeback or bank reversal.

7. Currency Conversion. Our Services include the ability to convert currencies, for example:

• You may add money in one currency and use that balance to send money to a third party in another currency;
• You may add money in one currency and use that balance to withdraw money in a different currency; or
• You may convert a currency balance in your Venn Account to a different currency to hold in your Venn Account

We will only process your currency conversion order if we hold or have received the relevant funds and the fees from your Venn Account. It is your responsibility to send us the money to fund a currency conversion order in a timely manner. We cannot be responsible for the time it takes for the money to be sent to us by your bank or payment service provider.

Refusing a currency conversion order. We reserve the right in our sole discretion to refuse any currency conversion order. Reasons for refusal may include but are not limited to incorrect information about the recipient, insufficient available funds, or where we believe you may have violated this Agreement, including we believe you are attempting to engage in currency trading or other trading for purposes not permitted by this Agreement. We will endeavour to notify you of any refusal, using the contact information in your Venn Account, stating (where possible) the reasons for such refusal and explaining how to correct any errors. However, we will not notify you if such notification may be unlawful.

8. Rewards. We may offer reward programs, including with respect to referral programs,  from time to time in our sole discretion. The terms and conditions of any such reward programs will be available on our website. We may also provide you with promotional offers from third parties from time to time in our sole discretion. Venn is not the provider of any services offered by such third parties, and these services may be subject to additional terms and conditions established by the third party provider. We are not responsible for resolving any disputes you may have with a third party provider and we are not responsible for any Losses related to or caused by such promotional offers and any services you choose to receive from a third party.

9. Fees and Taxes. The fees for withdrawing and sending money, and currency conversion will be disclosed to you when you place an order and prior to you confirming the transaction.

You agree to pay the relevant fees using your chosen payment method when you add money. The fee will be charged at the time when you withdraw money or convert currency. Our fee does not include any fees that your bank or the recipient’s bank may charge. Those fees may be deducted from money you add into your Venn Account or balances in your Venn Account. We will not process your currency conversion order until we have received the applicable fee from you.

You are responsible for any taxes which may be applicable to payments you make or receive, and it is your responsibility to collect, report and pay the correct tax to the appropriate tax authority.

10. Closing Your Venn Account

• You May Close your Venn Account. You may end this Agreement and close your Venn Account at any time by contacting our Customer Support via in-app chat. At the time of closure, if you still have money in your Venn Account, you must withdraw your money within a reasonable period of time. You must not close your Venn Account to avoid an investigation. If you attempt to close your Venn Account during an investigation, we may hold your money until the investigation is fully completed. You agree that you will continue to be responsible for all obligations related to your Venn Account even after it is closed.
• Venn can Close your Venn Account. Venn, in its sole discretion, reserves the right to suspend or terminate this Agreement and access to or use of our Websites, software, systems (including any networks and servers used to provide any of the Services) operated by us or on our behalf or some or all of the Services for any reason and at any time upon notice to you and, upon termination of this Agreement, the payment to you of any unrestricted funds held in your Venn balance. Reasons we may close your Venn Account include, but are not limited to:

1. your breach of any provision of this Agreement or documents referred to in this Agreement;
2. misleading or false information provided during signup or using Venn outside of its intended manner;
3. we have good reason to believe that your use of Venn could damage our reputation or goodwill;
4. we have good reason to believe that your use of Venn is harmful to us or our software, systems or hardware;
5. there's been an important change in the type of business activities you carry out;
6. we are requested or directed to do so by any competent court of law, government authority or agency, or law enforcement agency;
7. we have reason to believe you are using Venn for activities that are not permitted by Venn or our partners (such as, but not limited to: cryptoassets, adult entertainment, gambling, and multi-level marketing);
8. we have reason to believe you are in violation or breach of any applicable law or regulation; or
9. we have reason to believe you are involved in any fraudulent activity, money laundering, terrorism financing or other criminal or illegal activity.

We may also suspend your Venn Account if it has been compromised or for other security reasons or has been used or is being used without your authorization or fraudulently. 

If we close your Venn Account or terminate your use of the Services for any reason, we’ll provide you with notice of our actions and make any unrestricted prepaid money held in your Venn Account available for withdrawal.

In the event of loss, claims, costs or expenses (including reasonable legal fees) arising out of your breach of this Agreement, any applicable law or regulation and/or your, or any authorized third parties’, use of our Services, you agree to defend, compensate us and our affiliates and hold us harmless. This provision will continue after our relationship ends.

• What happens if you owe us money? In the event you are liable for any amounts owed to us, we may immediately remove such amounts from your Venn Account (if available). If there are insufficient funds in your Venn Account to cover your liability, we reserve the right to collect your debt to us by using any payments received in your Venn Account and otherwise you agree to reimburse us through other means. We may also recover amounts you owe us through other collection avenues, including, without limitation, through the use of a debt collection agency. We may recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this Agreement.

11. Communications. We are required to provide certain information to you in writing. By accepting this Agreement, you agree that we can communicate with you electronically either by email or by posting notices on the Website.

4. Issues that May Occur

1. Reversals and Chargebacks. You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by Venn caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse Venn for any and all such liability. Whenever a transaction is reversed, Venn will refund or reverse the transaction from your Venn Account in the same currency as the original transaction.

Payments to you may be invalidated and reversed by Venn if:

• Our investigation of a bank reversal finds that the transaction was fraudulent.
• Venn sent the payment to you in error.
• The payment was unauthorized or invalidated by the sending bank.
• You received the payment for activities that violated this Agreement or any other agreement between you and Venn.
• Venn has a claim against you for the funds.

When you receive a payment, you are liable to Venn for the full amount of the payment sent to you plus any fees if the payment is later invalidated for any reason.

2. Negative Account Balances. If your Venn Account balance becomes negative for any reason, including on account of reversal or chargeback, that negative balance represents an amount you owe to Venn and you promise to repay the negative balance immediately without any notice from us. Venn may deduct amounts owed from money you add, money you receive into your Venn Account, or from your linked account. If you manage your balance in your Venn Account in multiple currencies, and the balance in one of the currencies becomes negative for any reason, Venn may set off the negative balance by using value you maintain in a different currency. Venn will perform a currency conversion to do this, which will be subject to the exchange rate being offered by Venn in the applicable currencies at that time. We may send you reminders or take such other reasonable actions to recover the negative balance from you. In order to recover negative account balances from you, we may convert the amount you owe us into Canadian dollars.

3. Errors and Unauthorized Transactions. To protect yourself from errors and unauthorized activity, you should regularly log into your Venn Account and review your Venn Account statement. You should review these transaction notifications to ensure that each transaction was authorized and accurately completed.

Venn will protect you from unauthorized activity and errors in your Venn Account. When this protection applies, Venn will cover you for the full amount of the unauthorized activity as long as you cooperate with us and follow the procedures described in this section. Where this section requires you to notify us, please do so by contacting the customer service through the in-app chat. 

We will rectify any Errors that we discover. If the Error results in:

• You receiving less than the correct amount to which you were entitled, then we will credit your Venn Account for the difference between what you should have received and what you actually received.
• You receiving more than the correct amount to which you were entitled, then we will debit your Venn Account for the difference between what you actually received and what you should have received.

Currency Conversion Errors. With regard to currency conversion orders, the following are considered Errors:

• You paid an incorrect amount for your currency conversion order;
• Venn made a computational error, such as a miscalculation of the amount the recipient received;
• The amount stated in the currency conversion order receipt provided to sender was not made available to the recipient, unless the problem was caused by extraordinary circumstances outside our control; and
• Funds were made available to the recipient later than the date of availability that was disclosed to you on the currency conversion order receipt, or were not delivered, unless extraordinary circumstances outside our control caused the delay (such as actions by third parties) and we could not reasonably anticipate those circumstances, or delays resulted from fraud screenings, or were caused by requirements of the FINTRAC or similar requirements, or the transfer was made with fraudulent intent.

If you believe an Error of the type described above have occurred, and you must duly contact us in accordance with the information above, we will investigate and determine whether an error occurred.

Account Balance Errors and Unauthorized Transactions. With regard to our your Venn Account balance, the following are considered Errors:

• When money is either incorrectly taken from your Venn Account or incorrectly uploaded into your Venn Account, or when a transaction is incorrectly recorded in your Venn Account;
• You send money to a third party or withdraw money, and the incorrect amount is debited from your Venn Account;
• An incorrect amount is credited to your Venn Account;
• A transfer to or from your Venn Account is missing from or not properly identified in your Venn Account statement; and

If you believe an Error of the type described in this section have occurred, and you duly contact us in accordance with the information above, we will investigate and determine whether an error occurred. If we decide that there was no error, we will send you a written explanation. 

What is an Unauthorized Transaction?

• An Unauthorized Transaction occurs when money is sent from your Venn Account balance that you did not authorize and that did not benefit you. For example, if someone steals your password, uses the password to access your Venn Account, and sends a payment from your Venn Account, an Unauthorized Transaction has occurred.

The following are not considered Unauthorized Transactions:

• If you give someone access to your Venn Account (by giving them your login information) and they use your Venn Account without your knowledge or permission. You are responsible for transactions made in this situation.
• Invalidation and reversal of a payment as a result of Reversals and Chargebacks.
• If you believe your Venn login information has been lost or stolen, email ops@venn.ca.

Tell us right away if you believe your Venn login information has been lost or stolen, or if you believe that transactions have been made in your Venn Account without your permission using your login information. You could lose all the money in your Venn Account.

Also, if your Venn Account statement shows transfers that you did not make, including those made with your Venn login information or by other means, tell us at once. 

4. Complaints. If you have a question or complaint regarding the Services, please reach out via in-app chat or send an e-mail to ops@venn.ca. Please note that e-mail communications will not necessarily be secure; accordingly you should not include card information or other sensitive information in your e-mail correspondence with us.

5. Technology

1. Linking to Our Website. You may link to our Website, provided that you comply with the terms and conditions of this Agreement, and follow certain rules. You may link to our Website, provided:

• you do so in a way that is fair and legal and does not damage our reputation or take advantage of it;
• you do not suggest any form of association, approval or endorsement on our part where none exists;
• you do not frame our Website on any other site; and
• you do not refer to any of our Services as “banking” services.

We reserve the right to revoke such withdraw linking permission without notice and for any reason.

2. Information Security. You are responsible for configuring your information technology, computer programs and platform in order to access our Services. You should use your own virus protection software. You must not misuse our Services by introducing viruses, trojans, worms, logic bombs or other materials which are malicious or technologically harmful. You must not attempt to gain unauthorized access to the Services, or our Website, our servers, computers or databases. You must not attack the Services, including via our Website with any type of denial-of-service attack. By breaching this provision, you would commit a criminal offence under applicable law. We may report any such breach to the relevant law enforcement authorities and we may co-operate with those authorities by disclosing your identity or other information to them. In the event of such a breach, your right to access and use our Website and/or our Services will cease immediately without notice, and you must immediately cease all such access and use.

3. Third Party Services. You acknowledge and agree that the Company may engage third party partners and providers in order to deliver you the Services. Certain Website functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials.

We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by us with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Website at any time. In addition, the availability of any Third Party Materials through the Website does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials).

6. Limitations on Liability and Other General Terms

1. Limitation on Venn's Liability

SOME PROVINCES AND TERRITORIES DO NOT PROVIDE EXCLUSION OF LIMITATION OF LIABILITY FOR ALL TYPES OF DAMAGES (INCLUDING THE PROVINCE OF QUEBEC). IN THOSE PROVINCES, VENN WILL ONLY BE LIABLE TO YOU FOR DAMAGES THAT WE ARE EXPRESSLY REQUIRED TO BE LIABLE TO YOU UNDER APPLICABLE LAW.

IN ANY OTHER CASE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL WE, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF VENN, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, THE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY, AND OUR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, VENN, AND OUR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD THESE PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (A) YOUR USE OF OR YOUR INABILITY TO USE VENN's SITES AND SERVICES; (B) DELAYS OR DISRUPTIONS IN VENN’S SITES AND SERVICES; (C) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN VENN’S SITES OR SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM; (D) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES; (E) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT; (F) YOUR NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOUR, OR YOUR LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS AGREEMENT OR VENN’S POLICIES. VENN RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THIS AGREEMENT AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN.

2. Service Availability

We will try to make sure our Services are available to you when you need them. However, we do not guarantee that our Services will always be available or be uninterrupted. We have the right to suspend, withdraw, discontinue or change all or any part of our Service without notice. We will not be liable to you if for any reason our Services are unavailable (in whole or in part) at any time or for any period. You are responsible for making all arrangements necessary for you to have access to the Services (including all hardware and telecommunications services).

3. No Warranty

SOME PROVINCES AND TERRITORIES DO NOT ALLOW FOR THE EXCLUSION OF WARRANTIES (INCLUDING THE PROVINCE OF QUEBEC). IN THESE PROVINCES AND TERRITORIES, YOU HAVE ONLY THE WARRANTIES THAT ARE EXPRESSLY REQUIRED TO BE PROVIDED IN ACCORDANCE WITH APPLICABLE LAW.

IN ALL OTHER PROVINCES AND TERRITORIES, EXCEPT AS EXPRESSLY PROVIDED HEREIN, VENN, OUR EMPLOYEES AND OUR SUPPLIERS PROVIDE THE SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. VENN, OUR EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

4. Events Outside of Our Control

“Venn.ca", and “Venn”  are all logos related to the Services that are either trademarks or registered trademarks of Venn. You may not copy, imitate, modify or use them without Venn's prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Venn. You may not copy, imitate, modify or use them without our prior written consent. You may use HTML logos provided by Venn for the purpose of redirecting web traffic to the Services. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes Venn or the Services or display them in any manner that implies Venn’s sponsorship or endorsement. All right, title and interest in and to the Venn Website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Venn and its licensors.

5. Venn is a Payment Service Provider

Our relationship with you under this Agreement with you is as a payment service provider, and Venn is an independent contractor for all purposes. Venn is not your agent or trustee.

6. Entire Agreement

This Agreement, along with any applicable policies and agreements incorporated herein and on the Venn Website, sets forth the entire understanding between you and Venn with respect to the Services. Certain terms that by their nature should survive, will survive the termination of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

7. Law and Jurisdiction

The provision of the Services and any dispute or claim arising out of the provision of the Services is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute or claim arising out of or in connection with the Service, this Agreement, or use of the Website will be subject to the non-exclusive jurisdiction of the courts of the Province of Ontario.

8. Language

The parties have agreed that this Agreement and any related documents will be written in the English language. Les parties ont convenu que ce contrat et ses accessoires soient rédigés en anglais.

9. Other Information About this Agreement

• You may not transfer or assign any rights or obligations you have under this Agreement without Venn prior written consent. Venn may transfer or assign this Agreement or any right or obligation under this Agreement at any time.
• Each of the paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. If we delay in asking you to do certain things or in taking action, it will not prevent us taking steps against you at a later date.
• Our failure to act with respect to a breach of any of your obligations under this Agreement by you or others does not waive our right to act with respect to subsequent or similar breaches.
• This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and us relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us.

Last updated: November 14, 2022