Order Form Agreement

For any subscription with a committed Term longer than one month, there is no right to terminate for convenience. A cancellation notice, non-use, or abandonment of the Service does not end the Term and does not reduce or refund any fee for it, and every unpaid fee for the remainder of the Term becomes due within ten (10) days after Velaro receives a cancellation notice, whether or not Velaro has issued an invoice. A cancellation notice received at least sixty (60) days before the Term ends (or at least thirty (30) days before, for a Term shorter than six (6) months) is treated as a non-renewal notice and does not accelerate any amount. Customer's only right to end the Term before it expires is Velaro's material, uncured breach.

Velaro may terminate this Agreement for non-payment if fees remain unpaid for more than 10 days after written notice of delinquency. Velaro may suspend access to the Service for non-payment without terminating this Agreement. Suspension does not relieve Customer of any payment obligation. All fees continue to accrue during any suspension period.

None of the following constitute termination or suspend any payment obligation: discontinuing or reducing use of the Service; the primary contact, account owner, or any authorized user leaving the organization; the Customer being acquired, merged with another entity, or undergoing a change of control; a telephone call, chat message, or any oral communication expressing intent to cancel; requesting a renegotiation, discount, or payment plan; believing or assuming the Term has ended without confirming the date in the Order Form; or service suspension due to non-payment.

Customer 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. Velaro's consent to an assignment does not release Customer from its payment obligations unless Velaro expressly agrees to such release in writing. Any permitted successor or assignee must expressly assume, in writing, all obligations under this Agreement including all payment obligations for the remainder of the then-current Term. A change of control of Customer is an assignment event requiring Velaro's prior written consent; the acquiring or successor entity does not inherit the right to use the Service or the benefit of Customer's pricing without that consent, and takes on all of Customer's payment obligations regardless of whether consent is sought.

If Customer becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a bankruptcy/insolvency/reorganization petition, has a receiver or trustee appointed, or ceases to operate in the ordinary course of business, then Velaro may terminate this Agreement immediately on written notice, and 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 the agreed price for the Term (not damages). If Customer's interest in this Agreement passes by operation of law to any other person or entity, that transfer requires Velaro's written consent, and Velaro's election not to terminate upon a bankruptcy filing does not constitute consent to an assignment.

This Agreement is governed exclusively by the laws of the State of California. Each party consents to the sole and exclusive jurisdiction of the courts of the State of California located in Los Angeles County, and both parties waive all objections to that venue, including forum non conveniens. The prevailing party in any dispute arising out of or relating to this Agreement is entitled to recover its reasonable attorneys' fees and costs from the other party.