Terms of Service

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:

• Live chat and messaging for web and mobile
• AI-powered chatbots and automation workflows
• Omnichannel contact center capabilities (SMS, email, social channels)
• Agent desktop and team management tools
• Analytics, reporting, and CSAT measurement
• 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 will be communicated at least 60 days in advance.

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

Account Security

You are responsible for maintaining the confidentiality of your account credentials. You agree to:

• Use strong, unique passwords for all agent accounts
• Enable multi-factor authentication (MFA) for all administrator accounts — MFA is required and enforced for admin roles
• Promptly notify Velaro at security@velaro.com if you suspect unauthorized access
• 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.

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.

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.

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.

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.

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.

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.

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.

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. The following are prohibited:

Prohibited Activities

• Spam and unsolicited contact: Using the Service to send unsolicited communications to contacts who have not opted in
• Illegal activities: Using the Service in connection with any unlawful activity including fraud, harassment, or violation of export control laws
• API abuse: Exceeding documented rate limits, scraping the platform, or using the API in ways that unreasonably burden Velaro's infrastructure
• Malware and harmful content: Transmitting viruses, malware, or code designed to disrupt or gain unauthorized access to systems
• Impersonation: Misrepresenting your identity or affiliation in chat conversations or communications through the platform
• Reverse engineering: Attempting to reverse engineer, decompile, or extract source code from the Service
• Reselling without authorization: Reselling or sublicensing access to the Service without a signed reseller agreement with Velaro

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

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.

Committed Terms — No Downgrade

For any subscription with a committed Term (an Order Form specifying a duration of one month or longer), 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.

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.

Cancellation — 60 Days Written Notice, Full Balance Due on Receipt

To cancel your subscription, you must provide sixty (60) days' prior written notice to billing@velaro.com. Your notice must identify the account, the requested cancellation date, and the reason for cancellation. No telephone call, chat message, or other oral communication constitutes valid cancellation notice.

Upon Velaro's receipt of a valid cancellation notice, the full unpaid balance for the remainder of the then-current Term becomes immediately due and payable — not at the end of the 60-day period, but on the date the notice is received. Velaro will continue to provide the Service through the 60-day notice period. If you request earlier termination, the full balance remains due.

This applies to all subscription types. Monthly customers on no committed term owe only the fees through the end of the 60-day notice period.

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. Your only right to terminate before the end of the Term is upon Velaro's material, uncured breach as described in Section 11. Any cancellation, abandonment, or discontinuation of use before the end of the Term does not reduce or eliminate your obligation to pay all amounts due for the remainder of the Term.

This reflects that Velaro pre-allocates infrastructure capacity, Microsoft Azure resources, Twilio trunk reservations, and staff for your account in advance, and extends discounted pricing in reliance on your full-term commitment. The obligation to pay the remaining balance is a reasonable estimate of Velaro's actual damages and constitutes liquidated damages, not a penalty.

Usage Above Plan Limits — Block Upgrades and Overage

Velaro meters usage (including conversations, messages, minutes, storage, and workflow actions, as applicable to your plan) against the limits stated in your Order Form. Velaro will notify you at 80% and again at 90% of your included limit for each metered category.

Unless you have opted out in writing, your account automatically upgrades to the next available usage block or tier when you reach your included limit, and the additional block fee is billed at the then-current rate for that block starting with the billing period in which the upgrade occurs. Block upgrades are not cumulative — moving to a higher block or tier replaces, rather than stacks on top of, the previous block.

If you have opted out of automatic block upgrades in writing, usage above your included limit is billed at the per-unit overage rate stated in your Order Form. Overage billing is a fallback for occasional excess usage, not a substitute for maintaining an appropriate plan tier — if overage usage recurs for more than two consecutive billing periods, Velaro may require you to upgrade to a plan or block sized to your actual usage.

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. If this Agreement terminates or is terminated for any reason before the end of the then-current Term, other than Velaro's uncured material breach, the remaining Term balance described above is calculated using Velaro's then-current undiscounted list rate for the same services, not the discounted rate reflected in your Order Form.

The parties agree that this adjustment reflects a reasonable, good-faith pre-estimate of the value Velaro extended in reliance on your full-Term commitment — a value that is difficult to calculate with precision at the time of breach because it depends on capacity, staffing, and pricing decisions Velaro made in advance across its full customer base — and does not constitute a penalty. This is a liquidated sum, not Velaro's exclusive remedy, and Velaro has no independent duty to mitigate with respect to this amount.

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 1½% 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.

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.

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 10 days of the invoice date 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.

Payment Methods

We accept major credit cards and ACH bank transfers. Annual customers may request invoice billing with net-30 payment terms.

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.

Taxes

Fees do not include applicable sales, use, VAT, or similar taxes. You are responsible for all taxes applicable to your subscription.

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

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 × 100. Scheduled maintenance windows, announced at least 48 hours in advance via the status page at status.velaro.com, are excluded from downtime calculations.

Service Credits

If monthly uptime falls below the target, eligible customers may request service credits:

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.

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.

7. Data Ownership

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.

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. On request, Velaro will assist with bulk data exports at no additional charge.

Data Portability on Termination

Following termination of your subscription, your Customer Data remains accessible for 60 days for export purposes. After 60 days, data is permanently deleted from Velaro's systems. Velaro does not retain copies of Customer Data following deletion.

8. Intellectual Property

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.

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.

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

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.

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.

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.

Exceptions

The limitations above do not apply to: (a) your payment obligations; (b) either party's indemnification obligations; (c) liability arising from gross negligence or willful misconduct; or (d) liability that cannot be limited under applicable law.

11. Termination

Termination by You (Monthly Subscriptions Only)

If you are on a month-to-month subscription with no committed Term, you may cancel by providing 60 days' written notice to billing@velaro.com or through the account cancellation flow in your admin dashboard. You remain responsible for all fees through the end of the 60-day notice period.

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.

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 prepaid fees for the unused portion of the then-current billing period. This refund is your sole and exclusive remedy for Velaro's breach; no further damages are available.

Termination by Velaro

Velaro may terminate your subscription:

• Without cause: With 30 days' written notice. You will receive a pro-rated refund of prepaid fees for the unused portion of any prepaid term.
• For material breach: With 30 days' written notice if you materially breach these Terms and fail to cure within that period. For breaches of the Acceptable Use Policy or credential sharing, suspension and termination may be immediate.
• For non-payment: If fees remain unpaid for more than 10 days after written notice of delinquency.

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.

What Does NOT Constitute Termination

None of the following constitute termination or suspend any payment obligation:

• Discontinuing or reducing your use of the Service
• Your primary contact, account owner, or any authorized user leaving your organization
• Your company 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 (negotiation is not termination)
• Believing or assuming the Term has ended without confirming the date in your Order Form
• Service suspension due to non-payment

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.

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; (c) after 60 days, all Customer Data is permanently deleted; and (d) all outstanding fees, including any remaining Term balance, become immediately due. Sections 7, 8, 9, 10, 12, 13, and 15 survive termination.

Mandatory Pre-Dispute Notice

Before filing any claim in arbitration or court (except for claims for emergency injunctive relief), 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. A party that files without completing this process shall bear the other party's reasonable costs incurred from the premature filing.

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.

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 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 (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. 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.

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 operate in the ordinary course of business — then, without limiting any other right or remedy:

• 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 a liquidated sum.

This acceleration reflects that Velaro has pre-allocated infrastructure capacity, reserved third-party resources, and extended discounted pricing in reliance on the full Term. Customer and its bankruptcy estate expressly acknowledge this obligation as a liquidated, non-contingent, pre-petition claim not subject to reduction or discharge on the basis that the invoices had not yet been issued.

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

Enterprise Plans

Enterprise customers may negotiate a Master Services Agreement (MSA) to govern their subscription. Enterprise plans include:

• Contract redlines: 2 rounds of MSA redlines included at no charge. Legal review of additional rounds is available at $350/hour.
• Custom SLA: Negotiated uptime commitments and response time guarantees
• DPA: Data Processing Agreement for GDPR and other regulatory compliance
• BAA: Business Associate Agreement for healthcare customers on HIPAA-eligible plans
• Dedicated support: Named Customer Success Manager and priority support queue

Contact enterprise@velaro.com to begin Enterprise negotiations.

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.

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

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.

Exclusive Venue — Los Angeles County, California

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. Each party irrevocably:

• Submits to the personal jurisdiction of those courts
• Waives any objection to venue in Los Angeles County, including any objection based on inconvenient forum or forum non conveniens
• Waives any right to transfer the action to any other venue or jurisdiction
• Agrees that service of process may be made by any method permitted by California law or by overnight courier to the address on file

No Effect of Foreign Judgments

Any judgment, award, or ruling entered in a court or venue other than Los Angeles County, California — even if obtained by a party to this Agreement — is not binding on Velaro, does not constitute a waiver of any rights or defenses, and has no preclusive or res judicata effect on any claim that Velaro may bring. A partial judgment in any foreign venue does not constitute prevailing-party status for purposes of this Agreement.

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 is the only exception to this requirement.

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, conducted under JAMS's then-current Comprehensive Arbitration Rules and Procedures 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'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.

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 Velaro's intellectual property, breach of confidentiality, or violation of the Acceptable Use Policy, 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.

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.

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. "Prevailing party" means the party that obtains a favorable resolution on the substantive merits of the dispute (whether by judgment, arbitration award, or settlement), evaluated in the forum where the merits are actually decided. A party that obtains only a partial recovery on the merits is not a prevailing party for purposes of fee recovery.

A ruling on venue, forum, or jurisdiction, including a ruling that transfers or dismisses an action on those grounds, is a procedural or threshold determination, not a resolution of the merits. Such a ruling is not, by itself, a basis for prevailing-party status or attorneys' fee recovery under this Agreement, regardless of which party wins that ruling. Prevailing-party status and fee recovery are determined solely by the outcome on the merits, in whichever forum ultimately decides them, even where a different forum first resolved a venue or jurisdictional question.

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.

17. Contact

For questions about these Terms, contract inquiries, or to request an MSA:

• Legal: legal@velaro.com
• Billing & cancellations: billing@velaro.com
• Enterprise & MSA: enterprise@velaro.com
• Government: government@velaro.com
• Phone: 800-983-5276
• Mail: Velaro, Inc., Attn: Legal Department, 1 West Elm Street, Suite 300, Conshohocken, PA 19428