Platform Services Agreement
Venue & Event Organizer (B2B) Agreement · Version 2026-06-20
DRAFT — Template for review by qualified legal counsel prior to use. Not legal advice.
This Platform Services Agreement (the "Agreement") is made as of June 20, 2026 (the "Effective Date") between Paradigm Pictures, operating under PWD Visuals Ltd. ("VenuScan", "we", "us"), based in Ontario, Canada, and [VENUE / ORGANIZER LEGAL NAME] (the "Client"). VenuScan and the Client are each a "Party" and together the "Parties". VenuScan.io and its intellectual property are explicitly owned by Paradigm Pictures operating under PWD Visuals Ltd. It governs the Client's ongoing use of VenuScan in addition to our Terms of Service and Privacy Policy.
1. Definitions
- "Platform" — VenuScan's web-based ticketing, scanning, perk-fulfillment and post-event engagement software, applications, and related services made available to the Client under this Agreement.
- "Attendee" — an individual who uses the Platform in connection with the Client's events or venue.
- "Attendee Data" — personal information and related data collected through the Platform in connection with the Client's events, including purchase tokens, scan and redemption records, and engagement metrics.
- "Perk" — an offer, reward, or benefit made available to Attendees through the Platform by or on behalf of the Client or its sponsors.
- "Order Form" — Schedule A or any subsequent ordering document executed by the Parties referencing this Agreement.
2. The Services
VenuScan will provide the Client with access to the Platform and the services described in the applicable Order Form, which may include event setup, ticket scanning, perk configuration, redemption infrastructure, attendee engagement tooling, reporting dashboards, VOD add-ons, and post-event campaign features (the "Services"). VenuScan will provide the Services with reasonable skill and care and materially in accordance with the applicable documentation.
3. Term
This Agreement begins on the Effective Date and continues for the initial term stated in the Order Form, renewing automatically for successive periods of the same length unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term, unless the Order Form states otherwise.
4. Fees and Payment
The Client will pay the fees set out in the Order Form (or, for self-serve Event Passes, the price displayed at checkout). Unless otherwise stated: invoices are due within thirty (30) days of the invoice date; fees are in Canadian dollars and exclusive of applicable taxes (including HST), which the Client will pay; and overdue amounts bear interest at 1.5% per month (19.56% per annum). VenuScan may suspend the Services on fourteen (14) days' written notice for accounts more than thirty (30) days past due. Fees are non-refundable once an event has started or a subscription period has begun, except as expressly stated in this Agreement or where required by law. For billing inquiries, contact info@paradigmpictures.tv.
5. Client Obligations
- Provide accurate account information and keep credentials confidential; the Client is responsible for all activity performed under its account and by users it invites to its organization.
- Honour all Perks published under its account in accordance with their stated conditions, and ensure any sponsors or partners on whose behalf it publishes Perks do the same.
- Ensure that all Perk content, offers, and promotions submitted are accurate, lawful, and compliant with applicable advertising, contest, liquor, and consumer protection laws.
- Provide reasonable cooperation, venue access, signage placement, and information necessary for VenuScan to deliver the Services.
- Use the Platform only for its own events and venues and not resell access to third parties except as permitted in the Order Form.
- Comply with the acceptable use restrictions in Section 6 and with all applicable laws, including data-protection, consumer, and event-safety laws.
6. Acceptable Use
The Client will not, and will not permit others to:
- Reverse engineer, scrape, or copy the Platform, or circumvent rate limits or scan-device caps.
- Upload unlawful, infringing, harassing, or malicious content, or malicious code.
- Use the Service to send spam or unsolicited communications to Attendees.
- Share scanner devices beyond the number licensed for an event.
- Misrepresent Perks to Attendees or use Attendee Data in violation of this Agreement or applicable law.
7. Attendee Data: Ownership and Use Rights
7.1 Client Ownership of Attendee Data. As between the Parties, the Client retains direct ownership of and access to all Attendee Data collected in connection with the Client's events, limited to Attendees who have provided the applicable consents. When the Client uploads attendee lists, it confirms that it has a lawful basis to process that data and that Attendees have been informed their data may be processed by a third-party platform (VenuScan). The Client is the controller of that data; VenuScan acts as a service provider / processor on the Client's behalf to facilitate the capture, tokenization, and routing of this data directly to the Client's dashboard.
7.2 VenuScan Rights to Aggregated Data. VenuScan owns the Platform infrastructure. In order to provide cross-merchant insights, campaign reporting, and network-level analytics (e.g., the DBIA Shop Local pass ecosystem), the Client grants VenuScan a perpetual, royalty-free license to use aggregated, de-identified data derived from Attendee Data that does not identify any individual or the Client.
8. Service Availability
We aim for high availability but the Services are provided "as is". We may perform maintenance, update features, or temporarily suspend the Services. We are not liable for delays, scanner failures, or event-day disruptions outside our reasonable control.
9. Suspension and Termination
We may suspend or terminate the Client's account if it materially breaches this Agreement, the Terms of Service, or the Privacy Policy, or if required by law. The Client may close its account at any time from Settings; residual legal, tax, and audit records may be retained as described in the Privacy Policy.
10. Liability
To the maximum extent permitted by law, our aggregate liability to the Client for any claim arising out of the Services is limited to the amounts the Client paid us for the Services in the twelve (12) months preceding the claim. We are not liable for indirect, incidental, or consequential damages.
11. Changes
We may update this Agreement. Material changes will be posted here with a new version date and, where required, notified to the Client in-app or by email. Continued use of the Services after the effective date constitutes acceptance of the updated Agreement.
12. Contact
Questions about this Agreement: info@paradigmpictures.tv.