Terms of Service

JVL Systems, Inc. and all JVL Entities (hereinafter “JVL”)

1. Agreement to Terms

These Terms of Service ("Terms") are a legally binding agreement between you ("User", "you", or "your") and JVL Systems, Inc., JVL Labs, Inc., and all other JVL Entities ("JVL", "we", "us", or "our"), governing your access to and use of our platform, website, applications, and related services (the "Services"). By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Services. If you are using the Services on behalf of a legal entity, you represent that you have authority to bind that entity to these Terms.

We may update these Terms at any time. We will provide notice of material changes by updating the effective date above and, where appropriate, notifying you by email or through the Services. Your continued use of the Services after any changes constitutes acceptance of the revised Terms. We also reserve the right to modify, suspend, or discontinue the Services or any feature thereof at any time without liability.

2. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into these Terms to use the Services. By using the Services, you represent that you meet these requirements, that your use complies with all applicable laws, and that all information you provide is accurate. We do not knowingly permit users under 18 and maintain controls to enforce this requirement. The Services are intended for use in jurisdictions where such use is lawful; you are responsible for compliance with local law.

3. Account Registration

To access certain features, you may need to register for an account. You agree to provide accurate and complete information, keep your credentials confidential, and accept responsibility for all activity under your account. You must notify us immediately of any unauthorized access. We reserve the right to suspend or terminate accounts that contain inaccurate information or that violate these Terms, and we are not liable for any loss arising from your failure to secure your credentials.

4. Payment Services

4.1 Third-Party ACH Payment Services

JVL facilitates certain payment functionality through Dwolla, Inc., our third-party ACH payment services partner. In order to use the payment functionality of our application, you must open a "Dwolla Account" provided by Dwolla, Inc., and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in or transferred through your Dwolla Account are held or transferred by Dwolla's financial institution partners. You must be at least 18 years old to create a Dwolla Account. You authorize JVL to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla Account through our application, and Dwolla account notifications will be sent by JVL, not Dwolla. JVL will provide customer support for your Dwolla Account activity, and can be reached at www.jvl.ca, support@jvl.ca, and/or by phone at your applicable regional contact number.

JVL Labs, Inc. is not a bank, money transmitter, or financial institution. Payment functionality is provided through Dwolla, Inc. under separate terms that you agree to when you create your account. JVL is your point of contact for account-related inquiries and support requests relating to your account and payments. JVL Labs, Inc. is not liable for any loss, delay, failure, or error arising from circumstances outside its reasonable control.

4.2 Payment Authorization and Restrictions

By initiating a payment, you authorize JVL to transmit your payment instructions to Dwolla, Inc. You represent that you are authorized to use the payment method provided and that sufficient funds are available. You may not use payment functionality for any unlawful purpose, including fraud, money laundering, or any transaction prohibited by applicable law or the policies of applicable third-party service providers. JVL reserves the right to refuse or cancel any transaction at our sole discretion. Applicable fees, if any, will be disclosed prior to completing a transaction and are non-refundable except as required by law.

4.3 Data Sharing Representation and Warranty

You represent and warrant that all personal and financial information you provide is accurate, complete, and lawfully yours to share. You further acknowledge that information shared with Dwolla, Inc. is subject to Dwolla's Privacy Policy and the terms governing your Dwolla Account.

5. User Content and Feedback

The Services may allow you to submit content, data, or information ("User Content"). You retain ownership of your User Content but grant JVL a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, process, and display it solely as necessary to provide and improve the Services. You represent that you own or have the rights to submit your User Content and that it does not infringe any third-party rights or violate applicable law. We do not endorse or assume responsibility for User Content and reserve the right to remove it at our discretion.

If you submit any feedback, suggestions, or ideas regarding the Services, you assign all rights in that feedback to JVL. We may use it freely without restriction or compensation to you.

6. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You may not:

• Violate any applicable law or regulation;
• Engage in fraudulent, deceptive, or unauthorized activity;
• Transmit spam, malware, or any harmful or disruptive code;
• Attempt to gain unauthorized access to the Services or related systems;
• Scrape, reverse-engineer, or decompile any part of the Services;
• Infringe any third-party intellectual property, privacy, or other rights;
• Impersonate any person or entity or misrepresent your affiliation with any party.

Violations may result in immediate account suspension or termination and may be reported to applicable law enforcement.

7. Intellectual Property

All content, features, and functionality of the Services — including text, graphics, logos, software, and compilations — are the exclusive property of JVL or its licensors, protected by applicable intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal or internal business purposes only. You may not reproduce, distribute, modify, or exploit any part of the Services without our prior written consent. JVL's name, logo, and related marks are trademarks of JVL and may not be used without our prior written permission.

8. Privacy and Electronic Communications

Your use of the Services is subject to our Privacy Policy, incorporated into these Terms by reference, which governs our collection, use, and sharing of your personal information. The Services may use cookies and similar tracking technologies as described in our Privacy Policy. By creating an account or using the Services, you consent to receive electronic communications from us, including notices and disclosures, and agree that such communications satisfy any legal writing requirement. Your personal information may be transferred to and processed in Canada, the United States, or other jurisdictions in accordance with our Privacy Policy.

9. Third-Party Links and Services

The Services may contain links to or integrations with third-party websites or services not owned or controlled by JVL. We assume no responsibility for third-party content, terms, or practices, and their inclusion does not imply endorsement. Your use of third-party services is governed by those parties' own terms. JVL is not liable for any loss or damage arising from your dealings with any third party accessed through the Services.

10. Monitoring and Enforcement

JVL reserves the right, but not the obligation, to monitor the Services for compliance with these Terms. We may investigate any suspected violation and take appropriate action, including removing content, suspending or terminating accounts, and cooperating with law enforcement. Our exercise or non-exercise of this right does not create any duty or liability to you or any third party.

11. Disclaimers of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. JVL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. JVL MAKES NO WARRANTIES REGARDING ANY THIRD-PARTY SERVICES. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JVL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION — ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL JVL'S AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS YOU PAID TO JVL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS (USD $100.00). THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ASSERTED. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIABILITY LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

13. Indemnification

You agree to defend, indemnify, and hold harmless JVL, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from: (a) your use of the Services; (b) your violation of these Terms or any applicable law; (c) your User Content or Feedback; or (d) your violation of any third-party right. We reserve the right to assume exclusive control of any indemnified matter at your expense, and you agree to cooperate with our defense.

14. Termination

We may suspend or terminate your access to the Services at any time, with or without cause or notice. You may terminate your account by contacting us at the information in Section 16. Upon termination, your right to use the Services ceases immediately, though any obligations incurred prior to termination remain in effect. Sections 5, 7, 8, 11, 12, 13, 15, and 16 survive termination.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Florida, United States, without regard to conflict of law principles. Before initiating formal proceedings, you agree to contact us and attempt to resolve any dispute informally for at least thirty (30) days.

If informal resolution fails, any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, conducted in Miami-Dade County, Florida. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information, and either party may bring qualifying individual claims in small claims court.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. You may opt out of binding arbitration by sending written notice to JVL at the address in Section 16 within thirty (30) days of first accepting these Terms. Any claim arising under these Terms must be brought within one (1) year of the event giving rise to the claim, or it is permanently barred.

16. General Provisions

Export Compliance. You agree not to export or transfer the Services or related technology in violation of applicable Canadian, US, or other export control laws. You represent that you are not located in a sanctioned country or on any restricted-party list.

Entire Agreement. These Terms and our Privacy Policy constitute the entire agreement between you and JVL, regarding the Services and supersede all prior representations, agreements, and understandings, whether written or oral.

Severability. If any provision of these Terms is held invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain in full force.

Waiver. Our failure to enforce any provision of these Terms is not a waiver of that provision or any future right to enforce it.

Assignment. You may not assign these Terms without our prior written consent. We may freely assign these Terms, including in connection with a merger, acquisition, or asset sale. Any unauthorized assignment is void.

Force Majeure. JVL is not liable for delays or failures resulting from causes beyond our reasonable control, including acts of God, pandemic, government action, cyberattacks, war, or failure of third-party service providers.

No Third-Party Beneficiaries. These Terms are solely for the benefit of the parties and their permitted successors. No third party has any rights under these Terms.

Contact. For questions, notices, or arbitration opt-out requests: JVL | www.jvl.ca | ACH_transactions@jvl.ca