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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

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

6. Acceptable Use

The Client will not, and will not permit others to:

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.