1. ACCEPTANCE OF TERMS
These Terms of Service ("Terms") constitute a legally binding agreement between Velaro, Inc. ("Velaro," "we," "us," or "our") and the business or individual ("Customer," "you," or "your") accessing or using Velaro's platform and services.
By creating an account, signing an Order Form, or using the Service in any way, you agree to these Terms. If you are entering into these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization.
If you do not agree to these Terms, do not use the Service.
These Terms incorporate Velaro's Privacy Policy by reference. For Enterprise customers with a signed Master Services Agreement (MSA), the MSA controls where it conflicts with these Terms.
2. DESCRIPTION OF SERVICE
Velaro provides a B2B customer engagement platform (the "Service") that includes: (a) live chat and messaging for web and mobile; (b) AI-powered chatbots and automation workflows; (c) omnichannel contact center capabilities (SMS, email, social channels); (d) agent desktop and team management tools; (e) analytics, reporting, and CSAT measurement; and (f) REST API and third-party integrations.
The specific features available depend on the subscription plan in your Order Form. Velaro reserves the right to modify, add, or remove features with reasonable notice. Material reductions in core functionality that your Order Form specifically identifies will be communicated at least 60 days in advance, and you may terminate your subscription and receive a pro-rated refund of prepaid fees for the unused portion of the Term if you do so before the reduction takes effect.
2.1 Multiple Platform Editions & Modules. Velaro offers more than one platform edition (for example, contact-center-oriented editions and channel/messaging-oriented editions), each of which may include its own named modules or sub-products. The names Velaro uses for its platforms, editions, and modules may change from time to time, and any such name change does not modify your rights, obligations, features, or pricing under this Agreement. The specific edition(s) and module(s) licensed to you are those identified in your Order Form. Features, usage limits, seats, and pricing granted for one edition or module do not extend to any other edition or module unless expressly stated in your Order Form. Moving from one edition or module to another is a plan change, not a continuation of your existing entitlements, and requires a new or amended Order Form, which may carry different pricing, minimum Term, and feature set. Continuing to use one edition does not entitle you to access, data continuity, or pricing under a different edition.
3. ACCOUNT RESPONSIBILITIES
3.1 Account Security. You are responsible for maintaining the confidentiality of your account credentials. You agree to: (a) use strong, unique passwords for all agent accounts; (b) enable multi-factor authentication (MFA) for all administrator accounts, which is required and enforced for admin roles; (c) promptly notify Velaro at security@velaro.com if you suspect unauthorized access; and (d) not share account credentials between users; each agent must have their own login. You are liable for all activity that occurs under your account unless you have reported unauthorized access to Velaro without unreasonable delay.
3.2 Multi-Device Login. A single authorized user may be logged in simultaneously from multiple devices (desktop, phone, tablet, browser). This is permitted and expected. What is not permitted is two or more different people sharing a single login credential, regardless of whether they use it simultaneously or alternately.
3.3 License Reassignment: 90-Day Cooldown. Each named-user seat may be reassigned to a different individual no more than once every 90 days. Reassignment is tracked by internal user identifier: changing a user's display name, email address, or username does not constitute a new user and does not reset the 90-day period. Velaro logs all name and email changes and will flag accounts where email is changed more than twice in any 90-day window. This cooldown does not apply to a reassignment resulting from a documented separation of employment, extended medical or family leave, or similar change in personnel status. Provide reasonable supporting documentation (for example, a termination or leave date) to support@velaro.com to have the cooldown waived for that seat. When a seat is reassigned, the new user begins with a clean performance record. Prior conversation history, CSAT scores, and agent-level metrics remain accessible to administrators but are not surfaced in the new user's own dashboard.
3.4 Credential Sharing. Sharing login credentials between different individuals is a material breach of these Terms and grounds for immediate suspension without a cure period. Velaro monitors for signals of credential sharing including concurrent logins from geographically distinct and previously unassociated devices.
3.5 License Usage Monitoring & Verification. Each named-user seat is licensed for use by a single individual. A seat is not a shared or rotating login unless your account includes a Concurrent-Use Seat add-on, which is expressly licensed for shared or shift-based use by multiple individuals up to the limit stated in your Order Form. To detect and prevent unauthorized license sharing and unauthorized account access, Velaro may collect and analyze device and session metadata associated with your account's logins, including device identifiers, approximate location derived from IP address, login timestamps, and login and session patterns. This data is collected and used consistent with our Privacy Policy. If this monitoring identifies a pattern consistent with license sharing, Velaro may prompt the affected user to complete an identity verification step, such as a multi-factor authentication challenge, before continuing to use the Service. This verification does not interrupt or end any in-progress session. Where a pattern persists, Velaro will notify your account's administrator, who reviews the supporting evidence and decides how to resolve it, for example, by converting the seat to a Concurrent-Use Seat, adding seats, or confirming the usage is a single individual. Velaro does not unilaterally suspend or reconfigure a license based on this monitoring; any resulting change to your license configuration is made by your administrator. This section describes Velaro's routine usage-verification process and does not limit Velaro's rights under Credential Sharing above with respect to a confirmed material breach.
3.6 Account Owner & Notice Contact. At signup, you must designate one individual as your organization's Account Owner (the person authorized to receive legal, billing, and Terms-of-Service notices on your organization's behalf). Unless you designate a different person in your account settings, the Account Owner is the individual who completed account registration. You are responsible for keeping your Account Owner's contact information current; Velaro is not responsible for notices that go undelivered because your designated Account Owner's contact information is outdated or the individual is no longer with your organization. You may update your Account Owner designation at any time through your account settings.
3.7 Your Data. You own your data. See Section 7 for full details. You represent that you have all rights necessary to upload, store, and process the data you submit to the Service, including any personal data of your customers.
3.8 Visitor Notice and Consent. Customer is solely responsible for providing all legally required disclosures to, and obtaining all legally required consents from, individuals who interact with Customer through the Service, including any notice or consent required for the monitoring, recording, transcription, storage, or screen capture of communications under the California Invasion of Privacy Act, analogous state two-party-consent statutes, and applicable data protection law. Velaro processes such communications solely as Customer's service provider and at Customer's direction, and does not use them for its own independent purposes. Customer will indemnify and defend Velaro against any claim arising from Customer's failure to provide such notice or obtain such consent, as further described in Section 10. Customer must not submit protected health information ("PHI") to the Service unless Velaro and Customer have executed a Business Associate Agreement covering that use, and must not submit cardholder data to the Service unless Velaro and Customer have executed a written addendum covering that use. Submitting PHI or cardholder data without the applicable executed addendum is a material breach of these Terms.
3.9 API Keys. API keys are account credentials. Keep them secure. Do not embed them in publicly accessible code or commit them to public repositories. If a key is compromised, rotate it immediately in the Velaro admin dashboard.
3.10 Authorized Users. You control who has access to your Velaro account and are responsible for ensuring all users comply with these Terms. Promptly deactivate accounts for employees who leave your organization.
4. ACCEPTABLE USE POLICY
You agree to use the Service only for lawful purposes and in accordance with these Terms.
4.1 Prohibited Activities. The following are prohibited: (a) Spam and unsolicited contact: using the Service to send unsolicited communications to contacts who have not opted in; (b) Illegal activities: using the Service in connection with any unlawful activity including fraud, harassment, or violation of export control laws; (c) API abuse: exceeding documented rate limits, scraping the platform, or using the API in ways that unreasonably burden Velaro's infrastructure; (d) Malware and harmful content: transmitting viruses, malware, or code designed to disrupt or gain unauthorized access to systems; (e) Impersonation: misrepresenting your identity or affiliation in chat conversations or communications through the platform; (f) Reverse engineering: attempting to create or derive the source code, underlying technology, methods, or data of the Service by disassembly, decompilation, reverse engineering, or any other method, or otherwise reducing any part of the Service to a human-perceivable form, except to the extent this restriction is prohibited by applicable law; and (g) Reselling without authorization: reselling or sublicensing access to the Service without a signed reseller agreement with Velaro.
4.2 Content Standards. You are solely responsible for all content transmitted through your Velaro account. You agree not to transmit content that is illegal, defamatory, obscene, or that infringes on the intellectual property rights of others.
Velaro reserves the right to suspend accounts found to be in violation of this Acceptable Use Policy, with or without prior notice depending on the severity of the violation.
5. PAYMENT, BILLING & CANCELLATION
5.1 Subscription Fees. Subscription fees are as set out in your Order Form. Fees are billed in advance: monthly subscriptions on the first day of each billing period, annual subscriptions on the anniversary of your subscription start date. All fees are in US dollars unless otherwise specified.
5.2 Committed Terms: No Downgrade. For any subscription with a committed Term (an Order Form specifying a duration longer than one month), you may not reduce the number of seats, downgrade the feature tier, or reduce any other committed capacity during the Term. If a plan change forces a reduction in active seats below your current usage, you must designate which seats to deactivate before the change takes effect. Velaro will provide a selection interface; if no selection is made within 7 days, Velaro will deactivate the most recently added seats.
5.3 Payment Frequency Does Not Limit Term Obligation. If you elect to pay in monthly or quarterly installments on an annual or multi-year contract, that payment schedule does not limit your obligation to the full Term. If you fail to pay any installment when due, or cancel before the Term expires, the entire remaining unpaid balance for the Term becomes immediately due and payable.
5.4 Right to Cancel Within 10 Days: Click-Through Signups Only. If you accepted these Terms solely by clicking to accept online, without a separately signed Order Form or MSA, you may cancel within ten (10) days of your Effective Date (defined for this purpose as the date you first accepted these Terms) by written notice to billing@velaro.com or through the self-serve cancellation flow in your admin dashboard. A cancellation you complete through either method within this window is treated as an exercise of this right: subscription fees for that period are refunded, though any non-refundable setup, onboarding, or configuration fee already incurred remains payable. This right does not apply if you have a separately signed Order Form or MSA, and it does not modify the cancellation and Term provisions below for any notice given after the tenth day.
5.5 Cancellation: Self-Serve or Written Notice. You may cancel your subscription at any time either (a) through the self-serve cancellation flow in your admin dashboard, or (b) by sending written notice to billing@velaro.com identifying the account and the requested cancellation date. Both are valid cancellation methods; you do not need to state a reason. No telephone call or chat message constitutes valid cancellation notice, but a chat message directing you to the self-serve cancellation flow does not itself invalidate a cancellation you complete through that flow. For month-to-month subscriptions with no committed Term, cancellation takes effect thirty (30) days after Velaro receives your notice or you complete the self-serve flow. For subscriptions with a committed Term longer than one month, cancellation takes effect sixty (60) days after Velaro receives your notice or you complete the self-serve flow. In either case, Velaro continues to provide the Service, and continues to bill, through that effective date ("Cancellation Effective Date").
5.6 No Termination for Convenience: Annual and Multi-Year Customers. For any subscription with a committed Term of twelve (12) months or longer, you have no right to terminate for convenience before the Cancellation Effective Date described above. Your only right to terminate before the end of the Term is upon Velaro's material, uncured breach as described in Section 11. If you cancel or abandon use of the Service before the end of the Term, the remaining, unelapsed portion of the Term balance becomes due as of the Cancellation Effective Date, calculated at the rate stated in your Order Form (including any applicable discount), net of amounts already paid for the notice period (not on the date you gave notice, since giving the notice this Agreement requires is not itself a breach). This reflects that Velaro incurs real, largely non-recoverable costs in acquiring and onboarding a Term customer (implementation and onboarding labor, integration and configuration work, sales commission, and the discount described below) in reliance on your full-Term commitment. The balance due is calculated using your Order Form's rate for the full remaining Term, never an undiscounted list rate, so Velaro's total recovery for an early termination never exceeds what full performance of the Term would have paid. For any seats, modules, or tier upgrades added mid-Term under the Mid-Term Upgrades pricing subsection above, the remaining balance for those specific additions is calculated using the same list rate at which they were added, prorated for the same remaining period, not the Order Form's discounted rate, since that discounted rate was never extended to them in the first place. This is Velaro's sole and exclusive monetary remedy for early termination or abandonment of the Term, in lieu of actual damages, not in addition to them.
5.7 Usage Above Plan Limits: Self-Service and Online Signups. For accounts with no separately signed Order Form (self-service and online signups), Velaro meters usage (including conversations, messages, minutes, storage, and workflow actions, as applicable to your plan) against the limits stated at signup, and will notify you at 80% and again at 90% of your included limit for each metered category. Your account is not automatically upgraded to a higher-cost block or tier, and no additional fee is ever charged, without an authorized administrator on your account affirmatively selecting and approving a specific upgrade or overage rate at a stated price. By default, once you reach 100% of your included limit, the affected feature is throttled or paused until the earlier of the next billing period reset or an approved upgrade; it does not silently continue accruing charges. Block upgrades, once approved, are not cumulative: moving to a higher block or tier replaces, rather than stacks on top of, the previous block.
5.8 Usage Above Plan Limits: Order Form and Enterprise Accounts. For accounts with a separately signed Order Form or MSA, handling of usage above your included limit (including any automatic block upgrade, overage billing, or throttling) is governed by the terms stated in that Order Form or MSA, which may provide for automatic upgrade or per-unit overage billing as negotiated between the parties. Absent a specific provision in your Order Form or MSA, the self-service default above applies.
5.9 Mid-Term Upgrades: Pricing. This section covers adding seats, modules, or a higher plan tier during a committed Term. Usage-based increases within your existing plan, such as additional conversations, bot/AI turns, or API call volume, are governed by the Usage Above Plan Limits sections above instead: for Self-Service and Online Signups, by whichever block or overage option you select at the time (in your account dashboard or at checkout); for Order Form and Enterprise accounts, by whatever your signed Order Form or MSA specifies. For seats, modules, and tier upgrades: adding them during a committed Term does not extend or reset the Term, regardless of when in the Term the upgrade happens. Added seats, modules, or tier upgrades are billed at Velaro's then-current list rate, prorated for the number of days remaining in the current Term, not at the discounted rate on your Order Form, which reflects your commitment to the full Term for your originally committed quantity. At your next renewal, all seats, modules, and tiers active on your account at that time renew together as a single quantity, and Velaro's standard committed-Term discount applies to that full renewed quantity for the new Term.
5.10 Committed-Term Discounts Are Contingent on Full-Term Completion. Any discount off list price (including annual prepay discounts, multi-year discounts, and any custom or negotiated discount) is extended solely in exchange for your commitment to complete the full Term, and is priced accordingly. The remaining-Term balance described above already reflects this: it is calculated at your Order Form's discounted rate, not list price, and there is no additional repayment of the discount for months already elapsed. Velaro's remedy for early termination is limited to collecting the Term's contract value; it is not a means of recovering more than the Term was worth.
5.11 Renewal. Unless your Order Form states otherwise, a subscription with a committed Term automatically renews for an additional period of the same length as the expiring Term, at Velaro's then-current list rate for the renewal period (or the rate stated in your Order Form for the renewal, if one is specified). Velaro will notify your Account Owner at least 60 days before the renewal date, stating the renewal length and price, consistent with the 60-day notice Section 5 already requires for price changes generally, since a renewal often carries one. Enterprise customers may negotiate a longer renewal-notice period in their Order Form or MSA. Cancellation notice received before the renewal date prevents the renewal from taking effect at the end of the then-current Term, notwithstanding the 30- or 60-day Cancellation Effective Date periods above, which govern only a cancellation made during a Term rather than a timely non-renewal at its natural end. Month-to-month subscriptions continue until cancelled and do not have a distinct "renewal" event. Velaro may issue the invoice for a renewal or committed Term at any point not less than 30 days before the applicable renewal or Term start date: 30 days is a minimum lead time, not a fixed or exact date, and Velaro may invoice further in advance than 30 days, including at your request. Issuing an invoice earlier than the minimum does not shorten any cancellation or notice period you are otherwise entitled to under this Agreement, does not accelerate the payment due date beyond the Terms stated on that invoice, and is not by itself a valid basis to dispute the invoice under the Disputed Invoices section below.
5.12 Late Payment. In the event that you fail to pay any invoice within the time specified, Velaro may levy a late payment charge at the rate of 1.5% per month (18% per annum) on the outstanding balance from the date payment was due until paid in full, or the maximum rate permitted by applicable law, whichever is less.
5.13 Costs of Collection. If any amount due under this Agreement is not paid when due and Velaro refers the matter to a collection agency or attorney for collection, you shall pay Velaro's reasonable out-of-pocket costs of collection, including collection agency fees, attorney fees (whether or not litigation is filed), filing fees, service fees, and skip-trace costs. These collection costs are in addition to any attorneys' fees recoverable as the prevailing party.
5.14 Disputed Invoices. If you dispute any portion of an invoice in good faith, you must: (a) pay all undisputed amounts by the original due date; (b) submit a written dispute notice to billing@velaro.com within 30 days of your receipt of the invoice identifying the specific line items disputed, the dollar amount in dispute, and the specific factual basis for the dispute; and (c) work in good faith to resolve the dispute within 30 days of the dispute notice. Failure to pay undisputed amounts on time, or failure to submit a timely written dispute notice with the required specifics, waives your right to dispute that invoice. Payment of the undisputed amount does not waive your right to dispute the remaining amount. A valid dispute must identify: (a) the invoice number and specific line item(s) disputed; (b) the specific factual basis (for example, "service was not available on [dates]" or "conversation count exceeds actual usage by [N]"); and (c) the amount you believe is correctly owed instead. General disagreement with pricing, reference to ongoing negotiations, or failure to receive an invoice does not constitute a valid dispute and does not suspend payment obligations.
5.15 Payment Methods. We accept major credit cards and ACH bank transfers. Annual customers may request invoice billing with net-30 payment terms.
5.16 Payment Instruction Changes. Velaro will never change the bank account, wire, or ACH remittance information you use to pay Velaro by email alone. Any change to Velaro's payment or banking instructions will be confirmed by a live phone call to a known Velaro contact before you should act on it. If you receive an email, even one that appears to come from a legitimate Velaro address, instructing you to send payment to new or different banking details, do not act on it until you have verbally confirmed the change by calling 800.983.5276 or your existing Velaro billing contact directly. Velaro is not responsible for funds sent to fraudulent payment instructions that were not verbally confirmed as required by this section.
5.17 Price Changes. Velaro may adjust subscription pricing with 60 days' written notice prior to your next renewal date. Price changes do not apply to the current subscription term.
5.18 Taxes. Fees do not include applicable sales, use, VAT, or similar taxes. You are responsible for all taxes applicable to your subscription.
5.19 Refunds. Subscription fees are non-refundable except as required by applicable law, as expressly stated in your Order Form, or as provided in Section 11 upon Velaro's termination without cause.
6. UPTIME & SERVICE LEVEL AGREEMENT
6.1 Uptime Target. Velaro targets 99.9% monthly uptime for the core platform. Uptime is calculated as: (Total minutes in month - Downtime minutes) / Total minutes in month x 100. Scheduled maintenance windows, announced at least 48 hours in advance via the status page at status.velaro.com, are excluded from downtime calculations. This target applies to all plans; the contractual service credit remedy below is available on Professional and Enterprise plans. Enterprise customers may negotiate a custom SLA with its own remedies under an MSA.
6.2 Service Credits. If monthly uptime falls below the target, eligible customers on Professional and Enterprise plans may request service credits, applied as follows: (a) Monthly Uptime of 99.0% – 99.9% qualifies for a credit of 10% of the monthly fee, applicable to Professional & Enterprise plans; (b) Monthly Uptime of 95.0% – 98.9% qualifies for a credit of 25% of the monthly fee, applicable to Professional & Enterprise plans; and (c) Monthly Uptime below 95.0% qualifies for a credit of 50% of the monthly fee, applicable to Professional & Enterprise plans. To request a service credit, submit a request to support@velaro.com within 30 days of the end of the affected month. Credits are applied to future invoices and do not carry cash value.
6.3 Enterprise SLA. Enterprise plans include contractual SLA guarantees with defined response time commitments for critical incidents, a dedicated support contact, and escalation paths. Details are specified in your Enterprise Order Form or MSA.
Current platform status and incident history are always available at status.velaro.com. Subscribe to receive real-time incident notifications.
7. DATA OWNERSHIP
7.1 You Own Your Data. All conversation transcripts, contact records, CSAT data, and any other data submitted to or generated through your use of the Service ("Customer Data") remain your property. Velaro claims no ownership over Customer Data. Velaro's rights to Customer Data are limited to what is necessary to provide and operate the Service. We do not analyze, sell, share, or use Customer Data for any purpose other than delivering the Service and as described in our Privacy Policy. Any AI feature that uses conversation history to summarize, classify, or otherwise assist with a conversation operates solely within your own account and does not train, fine-tune, or improve any model made available to any other customer.
7.2 Data Export. You may export your Customer Data at any time through the platform's export tools (CSV and JSON formats) or via the API, including during any suspension of the Service for non-payment. On request, Velaro will assist with bulk data exports at no additional charge.
7.3 Data Portability on Termination. Following termination of your subscription, your Customer Data remains accessible for 60 days for export purposes, regardless of any outstanding payment dispute. After that period, Velaro deletes Customer Data from its active production systems. Residual copies may persist in encrypted backup and disaster-recovery media for up to 30 days until overwritten in the ordinary course, and remain subject to the confidentiality and security obligations of this Agreement. Velaro may also retain Customer Data where required by applicable law, regulation, or legal hold.
8. INTELLECTUAL PROPERTY
8.1 Velaro's Property. Velaro and its licensors own all right, title, and interest in and to the Service, including all software, algorithms, models, documentation, trademarks, and trade dress. You receive a limited, non-exclusive, non-transferable license to use the Service during your subscription term for your internal business purposes. You may not modify or translate any part of the Service. You may not rent, lease, lend, or sublicense the Service, or use, disclose, or distribute any part of it, in whole or in part, except as expressly permitted by these Terms or a signed Order Form. You agree to notify Velaro promptly after learning of or having reason to suspect a breach of this Section.
8.2 Your Property. You retain all intellectual property rights in your Customer Data and in any content, branding, or configurations you create within the Service. You grant Velaro a limited license to use such content solely to provide the Service.
8.3 Feedback. If you provide Velaro with suggestions, ideas, or feedback about the Service, you grant Velaro an irrevocable, royalty-free, perpetual license to use and incorporate that feedback into the Service without obligation or compensation to you.
9. CONFIDENTIALITY
"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential.
Each party agrees to hold the other party's Confidential Information in strict confidence, use it only for the purposes of these Terms, and not disclose it to any third party without prior written consent, except to employees and contractors who have a need to know and are bound by equivalent confidentiality obligations.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before receipt; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law, provided that the receiving party gives reasonable prior notice to the disclosing party.
Confidentiality obligations survive termination for 3 years, except for trade secrets which are protected indefinitely.
10. LIMITATION OF LIABILITY
10.1 Disclaimer of Warranties. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VELARO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10.2 Limitation on Damages. IN NO EVENT WILL VELARO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF VELARO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Cap on Liability. VELARO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF: (a) the total fees paid by you to Velaro in the 12 months immediately preceding the event giving rise to the claim; or (b) $10,000 USD.
10.4 Indemnification. Velaro will defend Customer against any third-party claim alleging that the Service, as provided by Velaro and used in accordance with these Terms, infringes that third party's US patent, copyright, or trademark, and will indemnify Customer for damages finally awarded as a result, subject to the liability cap above. Customer will defend and indemnify Velaro against any third-party claim, and any resulting damages, fines, or penalties, arising from: (a) Customer Data; (b) Customer's use of the Service, including its messaging, calling, or texting practices; or (c) Customer's failure to obtain a consent or provide a notice required by Section 3, including claims under the Telephone Consumer Protection Act, CAN-SPAM Act, the California Invasion of Privacy Act, or analogous state or federal law. This indemnity obligation is not subject to the liability cap above.
10.5 Exceptions. The limitations above do not apply to: (a) your payment obligations; (b) either party's indemnification obligations under this Section 10, except where this Section itself states an obligation is subject to the cap; (c) liability arising from gross negligence or willful misconduct; or (d) liability that cannot be limited under applicable law.
Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability. In such jurisdictions, Velaro's liability is limited to the fullest extent permitted by law.
11. TERMINATION
11.1 Termination by You (Monthly Subscriptions Only). If you are on a month-to-month subscription with no committed Term, you may cancel by providing 30 days' written notice to billing@velaro.com or through the self-serve cancellation flow in your admin dashboard. You remain responsible for all fees through the end of the 30-day notice period, per Section 5.
11.2 No Termination for Convenience: Annual and Multi-Year Subscriptions. For any subscription with a committed Term of 12 months or longer, there is no right to terminate for convenience. The only grounds for early termination by Customer are Velaro's material, uncured breach as described below.
11.3 Termination by Customer for Velaro's Breach. You may terminate this Agreement if Velaro materially breaches these Terms and fails to cure that breach within 30 days of written notice identifying the breach in reasonable detail. Upon such termination, you will receive a pro-rated refund of all prepaid, unused fees, and your obligation to pay any remaining Term balance is extinguished. This is your sole monetary remedy for Velaro's breach, except as provided in the Exceptions in Section 10 and except for liability that cannot be limited under applicable law.
11.4 Termination by Velaro. Velaro may terminate your subscription: (a) Without cause: with 30 days' written notice, and you will receive a pro-rated refund of prepaid fees for the unused portion of any prepaid term; (b) For material breach: with 30 days' written notice if you materially breach these Terms and fail to cure within that period, provided that for breaches of the Acceptable Use Policy or credential sharing, suspension and termination may be immediate; or (c) For non-payment: if fees remain unpaid for more than 10 days after written notice of delinquency.
11.5 What Constitutes Termination. Only the following constitute termination of this Agreement: (a) written notice delivered to billing@velaro.com and acknowledged by Velaro in writing; (b) Velaro's termination notice delivered to you in writing; or (c) the natural expiration of the Term without renewal.
11.6 What Does NOT Constitute Termination. None of the following constitute termination or suspend any payment obligation: (a) discontinuing or reducing your use of the Service; (b) your primary contact, account owner, or any authorized user leaving your organization; (c) your company being acquired, merged with another entity, or undergoing a change of control; (d) a telephone call, chat message, or any oral communication expressing intent to cancel; (e) requesting a renegotiation, discount, or payment plan (negotiation is not termination); (f) believing or assuming the Term has ended without confirming the date in your Order Form; and (g) service suspension due to non-payment.
11.7 Service Suspension. Velaro may suspend access to the Service for non-payment without terminating this Agreement. Suspension does not relieve you of any payment obligation. All fees continue to accrue during any suspension period. Velaro's suspension is not a waiver of any right to collect the full balance or to terminate.
11.8 Effect of Termination. Upon termination: (a) your license to use the Service ends; (b) you retain read-only access to your account for 60 days to export your data, regardless of any outstanding payment dispute; (c) after that period, Customer Data is deleted per Section 7; and (d) all outstanding fees, including any remaining Term balance calculated as described in Section 5, become immediately due. Sections 5, 7, 8, 9, 10, 12, 13, and 15, and any accrued payment obligations, survive termination or expiration of this Agreement.
11.9 Mandatory Pre-Dispute Notice. Before filing any claim in arbitration or court, the disputing party must send written notice to the other party's legal contact describing the claim and the relief sought. The parties must negotiate in good faith for at least 30 days before initiating formal proceedings. This requirement does not apply to claims for emergency injunctive relief or to an action to collect undisputed amounts due, both carved out in Section 15's Carve-Outs From Arbitration. Whether this process was completed is a procedural question for the arbitrator or court to decide as part of the underlying dispute, not an independent basis for a cost award.
12. ASSIGNMENT & CHANGE OF CONTROL
You may not assign this Agreement, any Order Form, or any rights or obligations hereunder, whether by operation of law, merger, acquisition, change of control, asset transfer, or otherwise, without Velaro's prior written consent, which may be withheld in Velaro's sole discretion. Any purported assignment without consent is void and of no effect. A change of control of Customer, including acquisition of Customer by a third party or Customer's acquisition of substantially all of the assets of another entity, is an assignment event requiring Velaro's prior written consent under this Section, and the acquiring or successor entity does not inherit the right to use the Service or the benefit of Customer's pricing without that consent.
Velaro's consent to an assignment does not release you from your payment obligations under this Agreement unless Velaro expressly agrees to such release in writing. Any successor or assignee Velaro does consent to must expressly assume, in writing, all obligations under this Agreement, including payment obligations for the remainder of the then-current Term.
If Velaro does not consent to an assignment arising from a change of control, Velaro's remedy is to terminate this Agreement on thirty (30) days' written notice. Upon that termination, Customer owes fees only through the termination date, and Velaro will refund any prepaid fees for the unused portion of the Term, the same as a termination by Velaro without cause under Section 11. There is no acceleration of the remaining Term balance in this scenario, whether automatic or elected by Velaro, and this remedy does not apply to a change of control Velaro consents to.
Velaro may assign this Agreement, in whole or in part, without your consent, including in connection with a merger, acquisition, or sale of all or substantially all of Velaro's assets.
13. INSOLVENCY & BANKRUPTCY
If Customer: (a) becomes insolvent or is generally unable to pay its debts as they become due; (b) makes an assignment for the benefit of creditors; (c) files, or has filed against it, a petition under any bankruptcy, insolvency, or reorganization law; (d) has a receiver, trustee, or liquidator appointed for it or any substantial portion of its assets; or (e) ceases to conduct business as a going concern, then, without limiting any other right or remedy, and to the extent permitted by applicable law, (i) Velaro may terminate this Agreement immediately on written notice; and (ii) the entire unpaid balance for the remainder of the then-current Term, including all future installments not yet billed, shall become immediately due and payable as a liquidated sum.
This acceleration reflects that Velaro has extended discounted pricing and incurred onboarding and implementation costs in reliance on the full Term. Nothing in this Section is intended to modify or waive any right or protection available to Customer or its bankruptcy estate under applicable insolvency law, and the parties acknowledge that a court with jurisdiction over any insolvency proceeding will determine the allowance and treatment of any claim under this Section consistent with that law.
If Customer's interest in this Agreement passes by operation of law to any other person or entity (whether through bankruptcy proceedings, receivership, or otherwise), that transfer is subject to Section 12 and requires Velaro's written consent. Velaro's election not to terminate upon a bankruptcy filing does not constitute consent to an assignment.
14. ENTERPRISE & GOVERNMENT CUSTOMERS
14.1 Enterprise Plans. Enterprise customers may negotiate a Master Services Agreement (MSA) to govern their subscription. Enterprise plans include: (a) Contract redlines: 2 rounds of MSA redlines included at no charge, with legal review of additional rounds available at $350/hour; (b) Custom SLA: negotiated uptime commitments and response time guarantees; (c) DPA: Data Processing Agreement for GDPR and other regulatory compliance; (d) BAA: Business Associate Agreement for healthcare customers on HIPAA-eligible plans; and (e) Dedicated support: named Customer Success Manager and priority support queue. Contact enterprise@velaro.com to begin Enterprise negotiations.
14.2 Compliance Add-Ons. Velaro offers a range of optional, separately-enabled compliance and data-handling features (collectively, "Compliance Add-Ons"), which may include real-time-only processing with no data retention, automatic transcript deletion at session close, PII suppression, and structured session-log export to a system you designate, among others. Each Compliance Add-On is limited to the specific feature(s) affirmatively enabled for your account or specified in your Order Form; Compliance Add-Ons are not active by default and enabling one does not enable any other. Enabling a Compliance Add-On may disable or alter other platform features that depend on retained conversation history or data (for example, certain analytics, reporting, or AI training features). Velaro will document any such trade-off with you before you enable a Compliance Add-On. Nothing in this section expands Velaro's obligations beyond the specific Compliance Add-On(s) affirmatively enabled for your account, and disabling a Compliance Add-On removes its protections going forward.
14.3 Government Customers. Government and public sector contracts are structured separately from these standard commercial Terms. Contact government@velaro.com or 800-983-5276 for government procurement inquiries.
15. GOVERNING LAW & DISPUTES
15.1 Governing Law. This Agreement is governed exclusively by the laws of the State of California, without regard to any conflict of laws principles and without regard to California's choice-of-law rules that might point to another jurisdiction's law.
15.2 Exclusive Venue for Non-Arbitrable Matters: Los Angeles County, California. Except for disputes subject to the Agreement to Arbitrate below, any dispute, claim, or controversy arising out of or relating to this Agreement, whether in contract, tort, statute, or otherwise, shall be brought and resolved exclusively in the state or federal courts located in Los Angeles County, California. This includes: (a) any claim within the Carve-Outs From Arbitration below; (b) a petition to compel arbitration; and (c) any action to confirm, vacate, or enforce an arbitration award. Each party irrevocably (i) submits to the personal jurisdiction of those courts; (ii) waives any objection to venue in Los Angeles County, including any objection based on inconvenient forum or forum non conveniens; and (iii) agrees that service of process may be made by any method permitted by California law or by overnight courier to the address on file. If a party commences an action in a venue other than as provided above, the other party may seek dismissal or transfer of that action, and the party that filed in the improper venue shall bear the other party's reasonable costs and attorneys' fees incurred in obtaining that dismissal or transfer.
15.3 Informal Resolution. Before filing any formal proceeding, the disputing party must send written notice of the dispute to the other party's legal contact. The parties will negotiate in good faith for 30 days. Emergency injunctive relief and collection of undisputed amounts due, both described in the Carve-Outs From Arbitration section below, are the only exceptions to this requirement.
15.4 Agreement to Arbitrate. Any dispute, claim, or controversy arising out of or relating to this Agreement (except as carved out below) will be resolved by binding arbitration administered by JAMS in Los Angeles, California, before a single arbitrator, rather than in court. Either party may initiate arbitration once the Informal Resolution requirement above has been satisfied. This is a mutual agreement to arbitrate: both parties are equally bound, and neither party has a unilateral right to insist on litigation once the other has properly invoked arbitration. The arbitrator, not any court, has exclusive authority to resolve any dispute about the enforceability, scope, or applicability of this Agreement to Arbitrate, except that a challenge to the Class Action Waiver's enforceability is decided by a court as described below. For any Customer whose total fees paid to Velaro in the twelve months preceding the arbitration demand are less than $50,000, JAMS Streamlined Arbitration Rules and Procedures apply; for all other disputes, JAMS Comprehensive Arbitration Rules and Procedures apply. For disputes under the Streamlined Rules, Velaro will pay all JAMS administrative fees and arbitrator compensation in excess of the amount Customer would have paid as a filing fee in California Superior Court, any hearing may be conducted by videoconference at Customer's election, and Customer may elect to have any in-person portion of a hearing held in the county of Customer's principal place of business. The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction, subject only to the narrow grounds for vacatur available under the Federal Arbitration Act. Both parties waive the right to a jury trial for any claim subject to this arbitration agreement. A party who does not want to be bound by this Agreement to Arbitrate may opt out by sending written notice to legal@velaro.com within 30 days of first becoming subject to these Terms. Opting out does not affect any other provision of these Terms, including the Exclusive Venue and Class Action Waiver provisions, which continue to apply.
15.5 Carve-Outs From Arbitration. Either party may at any time seek emergency injunctive or other equitable relief in the courts identified above to prevent irreparable harm, including unauthorized use of a party's intellectual property or confidential information, without first completing the Informal Resolution process or arbitration. Either party may also bring a qualifying individual claim in small claims court in lieu of arbitration. Either party may also bring an action in the courts identified above to collect any amount due under this Agreement that is not the subject of a timely, valid dispute under the Disputed Invoices section of Section 5, without first completing the Informal Resolution process or arbitration, since there is no good-faith dispute for the parties to negotiate over that amount. This carve-out does not apply to any portion of an invoice properly disputed under that section for as long as the dispute remains unresolved, and does not shorten the cure period for non-payment described in Section 11.
15.6 Class Action Waiver. All claims must be brought in the parties' individual capacity, not as a plaintiff or class member in any purported class, collective, or representative proceeding. This waiver applies whether a dispute is resolved in arbitration or in court. Neither an arbitrator nor a court has authority to consolidate more than one party's claims or to preside over any class, collective, or representative proceeding under this Agreement. Any challenge to the enforceability of this Class Action Waiver is decided by a court, not an arbitrator. If this Class Action Waiver is held unenforceable or invalid as to any claim, that claim shall be severed and brought exclusively in the courts identified above, and the remainder of the Agreement to Arbitrate shall continue to apply to all other claims. Under no circumstances shall any class, collective, or representative proceeding be arbitrated. Nothing in this Section waives either party's right to seek public injunctive relief in any forum where such a waiver is unenforceable.
15.7 Attorneys' Fees. In any action, proceeding, or arbitration to enforce rights under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees, expert witness fees, court costs, and all other litigation expenses from the non-prevailing party, as determined by the court or arbitrator deciding the merits of the dispute. "Prevailing party" means the party that obtains a favorable resolution on the substantive merits of the dispute, whether by judgment, arbitration award, or settlement.
15.8 Severability. If any provision of this Agreement, including any part of this Section 15, is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will continue in full force and effect.
15.9 Entire Agreement. These Terms, together with your Order Form and any signed MSA, constitute the entire agreement between you and Velaro regarding the Service and supersede all prior or contemporaneous proposals, representations, or agreements, whether written or oral, regarding the same subject matter. You are not relying on any promise, representation, or statement not set out in these Terms or your Order Form.
15.10 Notices to Velaro. Legal notices to Velaro under these Terms must be sent to legal@velaro.com and, for notices relating to billing or cancellation, to billing@velaro.com as well.
16. CHANGES TO THESE TERMS
Velaro may update these Terms from time to time. When we make material changes, we will post the updated Terms at velaro.com/terms with a new "Last updated" date and provide notice through both of the following channels at least 30 days before the changes take effect: (a) email to your designated Account Owner; and (b) an in-app notice displayed in your account dashboard, logged with a timestamp when your Account Owner or an account administrator views or acknowledges it. Notice is deemed given on the date the email is sent to your Account Owner, regardless of whether or when the in-app notice is viewed or acknowledged. The in-app notice and its logged view/acknowledgment record serve as Velaro's supplemental record of delivery and are not a precondition to the email notice being effective.
Your continued use of the Service after the effective date of changes constitutes acceptance of the revised Terms. If you do not agree to a material change, you may terminate your subscription before the effective date. Termination in response to a material, adverse change entitles you to a pro-rated refund of prepaid fees. Price changes require 60 days' notice as described in Section 5. No amendment to these Terms applies retroactively to a dispute or claim that accrued before the amendment's effective date, and no amendment to Section 15 applies to a claim that accrued before that amendment's effective date. An amendment to these Terms does not modify a signed Order Form or MSA, which controls where it conflicts with these Terms as stated in Section 1.
For questions about these Terms, contract inquiries, or to request an MSA: Mail: Velaro Incorporated, Attn: Legal Department, 1234 N La Brea Avenue, Suite 508, West Hollywood, CA 90038. Legal: legal@velaro.com; Billing & cancellations: billing@velaro.com; Enterprise & MSA: enterprise@velaro.com; Government: government@velaro.com; Phone: 800-983-5276;
