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 to your account depend on the subscription plan set out 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.
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, whether or not you authorized it, unless you have reported the unauthorized access to Velaro without unreasonable delay.
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. You are responsible for keeping them secure. Keys should not be embedded in publicly accessible code, committed to public repositories, or shared with unauthorized parties. If a key is compromised, rotate it immediately in the Velaro admin dashboard.
Authorized Users
You control who has access to your Velaro account. You are responsible for ensuring that all users of your account 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, including bulk outbound messaging to contacts who have not opted in
- Illegal activities: Using the Service in connection with any unlawful activity, including but not limited to fraud, harassment, or violation of export control laws
- API abuse: Exceeding documented API 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 any code designed to disrupt, damage, or gain unauthorized access to systems
- Impersonation: Misrepresenting your identity or affiliation in chat conversations or in 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 use the Service 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. We will make reasonable efforts to notify you before suspension except where immediate action is required to protect the platform or other customers.
5. Payment & Billing
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.
Overage Charges
If your usage exceeds the limits included in your plan (conversations, contacts, data volume), overage charges will be calculated at the per-unit rates specified in your Order Form and billed at the end of the billing period in which the overage occurred. Velaro will notify you when you reach 80% and 100% of included plan limits.
Payment Methods
We accept major credit cards and ACH bank transfers. Annual customers may request invoice billing with net-30 payment terms. Invoices not paid within 30 days of the due date are subject to a late fee of 1.5% per month on the outstanding balance.
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. If you do not accept a price change, you may cancel before your renewal date in accordance with Section 11.
Taxes
Fees do not include applicable sales, use, VAT, or similar taxes. You are responsible for all taxes applicable to your subscription. Velaro will add applicable taxes to invoices where required by law.
Refunds
Subscription fees are non-refundable except as required by applicable law or as expressly stated in your Order Form. If Velaro terminates your account without cause, you will receive a pro-rated refund for the unused portion of your prepaid subscription term.
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:
| Monthly Uptime | Credit | Applies To |
|---|---|---|
| 99.0% – 99.9% | 10% of monthly fee | Professional & Enterprise |
| 95.0% – 98.9% | 25% of monthly fee | Professional & Enterprise |
| Below 95.0% | 50% of monthly fee | Professional & Enterprise |
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.
Current platform status and incident history are always available at status.velaro.com. Subscribe to status page updates to receive real-time incident notifications.
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 - processing, storing, and transmitting data on your behalf. 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. These Terms do not transfer any ownership of the Service to you. 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 (chat widget styling, bot scripts, knowledge base articles, etc.). 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 ("Feedback"), you grant Velaro an irrevocable, royalty-free, perpetual license to use and incorporate that Feedback into the Service without obligation or compensation to you. We will never attribute Feedback to you without your consent.
9. Confidentiality
"Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
Each party agrees to:
- Hold the other party's Confidential Information in strict confidence
- Use Confidential Information only for the purposes of these Terms
- Not disclose Confidential Information 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 from the disclosing party; (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 of these Terms for a period of 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. VELARO DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
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, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF:
- The total fees paid by you to Velaro in the 12 months immediately preceding the event giving rise to the claim; or
- $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.
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
Termination by You
You may cancel your subscription at any time by providing 30 days' written notice to billing@velaro.com or through the account cancellation flow in your admin dashboard. Cancellation takes effect at the end of your current billing period. You remain responsible for all fees accrued through the effective cancellation date.
Termination by Velaro
Velaro may terminate your subscription:
- Without cause: With 30 days' written notice. In this case, you will receive a pro-rated refund for the unused portion of any prepaid fees.
- For material breach: Immediately, if you materially breach these Terms and fail to cure the breach within 10 days of written notice (or immediately for breaches of the Acceptable Use Policy that pose a risk to the platform or other customers).
- For non-payment: If fees remain unpaid for more than 15 days after the due date, following written notice.
Effect of Termination
Upon termination: (a) your license to use the Service immediately ends; (b) you retain access to your account in read-only mode for 60 days to export your data; (c) after 60 days, all Customer Data is permanently deleted; and (d) all outstanding fees become immediately due.
Sections 7 (Data Ownership), 8 (Intellectual Property), 9 (Confidentiality), 10 (Limitation of Liability), and 13 (Governing Law) survive termination.
12. Enterprise & Government Customers
Enterprise Plans
Enterprise customers may negotiate a Master Services Agreement (MSA) to govern their subscription in lieu of these standard Terms. 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.
Government Customers
Government and public sector contracts are structured separately from these standard commercial Terms. Government pricing, procurement requirements, data handling obligations (FedRAMP, StateRAMP), and contracting vehicles vary by jurisdiction and are handled through Velaro's Government Sales team.
Contact government@velaro.com or 800-983-5276 for government procurement inquiries.
13. Governing Law & Disputes
Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Dispute Resolution
The parties agree to attempt to resolve any dispute informally before pursuing formal proceedings. Either party may initiate informal dispute resolution by sending written notice to the other. The parties will negotiate in good faith for 30 days before either party may initiate formal proceedings.
Venue
If informal resolution fails, disputes will be resolved by binding arbitration under the American Arbitration Association (AAA) Commercial Arbitration Rules, with proceedings conducted in Wilmington, Delaware, unless both parties agree to a different location. The arbitrator's award is final and enforceable in any court of competent jurisdiction.
Class action claims are waived. Each party may only bring claims in its individual capacity and not as a class member in any purported class or representative proceeding.
Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.
14. 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
- Send email notice to account owners at least 30 days before changes take effect
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 of the change. Termination in response to a material, adverse change in Terms entitles you to a pro-rated refund of prepaid fees.
Changes to pricing require 60 days' notice as described in Section 5.
15. 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