Legal

Terms of Service

Last updated: October 6, 2026

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 purchase, upgrade, or add to a subscription without a separately signed Order Form (for example at online checkout), the plan, quantity, Term, and price you select at checkout (or, if checkout is unavailable, shown in your order confirmation or invoice) are your Order Form for all purposes of these Terms, and completing the purchase is your acceptance of that Order Form and of these Terms as in effect on that date. Each later upgrade or add-on is likewise governed by these Terms as in effect when you order it, and is recorded as its own order that refers back to the original order. The original order and every upgrade or add-on order together are the complete record of the plans, seats, modules, and quantities you are entitled to (your usage limits are the Published Limits described in Section 5), and you are not entitled to any access, feature, or quantity that they do not include. Velaro will provide a copy of that record on request. These Terms are available to you at any time at velaro.com/terms, and not having a separate copy does not affect your agreement to them. No other text shown at checkout, in your account, or in an order confirmation or invoice changes these Terms.

If you do not agree to these Terms, do not use the Service.

These Terms incorporate Velaro's Privacy Policy by reference. For customers with a signed Order Form or a signed Master Services Agreement (MSA), the signed Order Form or MSA controls where it conflicts with these Terms.

2. Description of Service

Velaro provides a B2B customer engagement platform (the "Service") that includes:

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. A feature change made with reasonable notice is not, by itself, a material breach of these Terms, regardless of a Customer's subjective preference for the prior version, provided it does not permanently remove a feature specifically named in Customer's Order Form without a substantially equivalent replacement. A substantially equivalent replacement may use different technology, interface, workflow, or product name, and need not reproduce every prior feature or configuration, so long as it provides substantially the same material business result for the applicable use case. Your purchase under these Terms is not contingent on the continued availability of any feature not specifically named in your Order Form. If Velaro permanently removes a feature specifically named in your Order Form without providing a substantially equivalent replacement, that is addressed solely by this Agreement's general material breach and cure provisions in Section 11, not by a separate refund right in this section.

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.

Documentation and Third-Party Services

"Documentation" means Velaro's then-current published user guides, help center content at help.velaro.com, and API reference for the Service. "Third-Party Service" means any product, service, software, model, data source, or platform not provided by Velaro, including any CRM, website, messaging carrier, or AI model provider, whether or not the Service includes a connector or integration for it.

3. Account Responsibilities

Account Security

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

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

Each named-user seat may be reassigned to a different individual no more than once every 90 days. Changing a user's name, email address, or username does not create a new user and does not restart the 90-day period. The 90-day limit does not apply when the previous user has left your organization or is on extended leave. To use this exception, send the departure or leave date to support@velaro.com.

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.

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.

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.

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.

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

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, which incorporates the standard terms in our Order Form Agreement. 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.

Downgrades

For any subscription with a committed Term (an Order Form, or a plan selected at online checkout, 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, including anything added under Mid-Term Upgrades below. 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

If you elect to pay in monthly or quarterly installments on a committed Term, that payment schedule does not limit your obligation to the full Term. If you fail to pay any installment when due, the entire remaining unpaid balance for the Term becomes immediately due and payable.

Non-Refundable Invoices

Each invoice or scheduled charge for a committed Term is earned when issued and is non-refundable, except as stated in the Refunds subsection below. An invoice for a renewal Term that a timely non-renewal notice prevents is void, and any amount paid on it will be refunded. By accepting these Terms or an Order Form, you authorize each scheduled charge for the full committed Term, and a charge made in line with this Section is an authorized charge. Revoking a card or ACH authorization, or disputing an authorized charge with your card issuer or bank, does not cancel or reduce any amount owed under this Section 5. Any amount reversed remains due, together with Late Payment charges and Costs of Collection, and Velaro may suspend the Service under Section 11 until it is paid.

10-Day Cancellation Right (Online Signups)

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, where Velaro makes it available, 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.

Cancellation During a Committed Term

Except as provided in 10-Day Cancellation Right above, fees for a committed Term are the price of the whole Term and are owed in full whether or not you use the Service. Velaro does not offer termination for convenience during a committed Term. You may give written notice of cancellation to billing@velaro.com at any time, but a cancellation notice, non-use, or abandonment of the Service does not end the Term and does not entitle you to any reduction, waiver, or refund of any fee for it. To stop a renewal, give non-renewal notice as provided in Cancellation and Renewal below. If you give a cancellation notice (other than one treated as a non-renewal notice under Cancellation and Renewal below) before the Term ends, every unpaid fee for the remainder of the Term (the "remaining Term balance") becomes due within ten (10) days after Velaro receives your notice, whether or not Velaro has issued an invoice. Velaro may issue the invoice at any time, will issue it promptly on your request, and issuing it later does not delay, reduce, or waive the amount due. Your only right to end a Term before it expires is upon Velaro's material, uncured breach as described in Section 11. A dispute, or a claim of breach, does not suspend, delay, or reduce an amount due under this subsection, except an amount that is the subject of a specific billing error disputed in compliance with the Disputed Invoices subsection below.

Service stays available for the fees you pay. Once Velaro receives the fees due under this subsection, Velaro keeps the Service, your data, and the applicable service levels available to you through the last day of the Term. If the fees are not paid when due, Velaro may suspend the Service under the Service Suspension subsection of Section 11 and collect them under this Section 5.

Velaro prices a committed Term, prepays for the resources it allocates to your account (including implementation, onboarding, integration and configuration work, and account management), and extends the discounts described below, all in reliance on your commitment to the full Term. The fees for the Term are the agreed price for that Term, calculated at your Order Form's rate (including any applicable discount), never an undiscounted list rate. They are not a fee for cancelling and are not damages. For any seats, modules, or tier upgrades added mid-Term under the Mid-Term Upgrades subsection below, 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.

Usage Limits and Fair Use

Your plan includes the usage limits published at velaro.com/usage-limits, as updated from time to time with notice under Section 16, and, if you have a signed Order Form, the limits stated in that Order Form (together, the "Published Limits"). The Published Limits are part of this Agreement, and you agree to them. If your signed Order Form states a limit that differs from the usage limits page, your Order Form controls.

Velaro defines what counts as a conversation, and each other metered unit, in the Published Limits. A long or continuous engagement may count as more than one conversation, as described in the Published Limits. An automated thread, a bot-to-bot exchange, or an abusive thread may also count as multiple conversations. Alerts and notifications that Velaro pushes into Microsoft Teams, Slack, or a similar workplace tool, and commands you send to a Velaro bot in those tools, are not conversations.

To protect the Service and its other customers, Velaro may: (a) throttle, pause, or wind down a thread or process that is runaway, automated, or abusive; (b) meter AI usage, including bot turns and AI-generated responses; (c) apply overage charges or require you to move to a higher plan, in each case only as the Usage Limits sections below allow; (d) suspend usage that is abusive or that threatens the Service, as described in Section 4; and (e) change the Published Limits by giving notice under Section 16. A change to the Published Limits does not reduce your limits during a committed Term, whether your Term was purchased by signed Order Form or at online checkout.

Usage Limits (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 Published Limits for your plan, 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.

Usage 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.

Mid-Term Upgrades

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 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 (its standard rate for that item, not a discounted or negotiated 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. Each upgrade is ordered under these Terms as in effect when you order it, whether or not a new Order Form is signed. At your next renewal, all seats, modules, and tiers active on your account at that time renew together as a single quantity at the renewal rate described in Cancellation and Renewal below.

You may add seats, modules, or a higher plan tier at any time, on a one-year, multi-year, or any other committed Term. Each addition ends with your then-current Term, is owed for the whole remainder of that Term, and is invoiced on your Term's billing schedule, with the first invoice prorated through your next billing date. Once added, it is part of your committed quantity for the rest of that Term and cannot be reduced, removed, or moved to a lower tier. An annual or other billing date within a Term is a billing event only. It is not a renewal date and does not permit a reduction. Capacity added for a busy season therefore stays in place through the last day of the Term.

Committed-Term Discounts

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. You do not repay the discount for months already elapsed, except under a Discount True-Up you agree to in writing below.

Discount True-Up

If you ask Velaro to release you from a committed Term, Velaro may, in its sole written discretion and only by a written agreement signed or confirmed by email by Velaro, accept a one-time true-up in place of the remaining Term balance. The true-up equals the difference between Velaro's list rate for the plan you purchased in effect on the Order Form date and the discounted rate you paid, for the period the Service was active through the agreed end date, plus any amounts then due and unpaid. The true-up removes the committed-Term discount you received for the period you used the Service. Together with amounts then due and unpaid, it is never more than the remaining Term balance plus those same unpaid amounts, and Velaro has no obligation to offer it. Until Velaro agrees in writing, the remaining Term balance stays due as described above.

Cancellation and Renewal

Unless your Order Form states otherwise, this Agreement automatically renews for an additional period of the same length as the expiring Term unless Customer provides written non-renewal notice to billing@velaro.com at least sixty (60) days before the expiring Term ends (at least thirty (30) days for a Term shorter than six (6) months). A cancellation notice received by that deadline is treated as a non-renewal notice. Notice given after the deadline does not prevent the renewal, and the renewed Term is a committed Term under this Section 5.

The quantity that renews is the committed quantity in effect immediately before the renewal date, including every Mid-Term Upgrade. To renew at a lower quantity, plan tier, number of modules, or Term length, give written notice of the reduction to billing@velaro.com by the same deadline as a non-renewal notice. A timely reduction takes effect only when the renewal Term starts, and a request made after the deadline does not reduce the renewal. A renewal that reduces quantity, tier, modules, or Term length is priced under the renewal rate rules below, using Velaro's then-current list rate for the renewed quantity and Term length as the expiring rate unless your Order Form states a rate for it, so discounts and per-unit rates from the expiring Term do not carry over to it.

The renewal rate is the rate stated in your Order Form if it states one. Otherwise, for each seat, module, and plan, it is the greater of (a) Velaro's then-current list rate and (b) the expiring rate increased by eight percent (8%) for each twelve (12) months of the expiring Term (not compounded), prorated for any partial year. The expiring rate is the per-unit rate in effect for the last billing period of the expiring Term, whether it was set by your Order Form, at checkout, or at list rate for a Mid-Term Upgrade. A price shown at checkout or in an order confirmation is the rate for the Term purchased, not a renewal rate stated in your Order Form. The 8% minimum never limits Velaro's then-current list rate and does not apply to month-to-month subscriptions.

Where your Order Form states an annual price increase during a multi-year Term, the increase is calculated as stated there, on the basis your Order Form specifies (Velaro's standard rate or your discounted rate). For an online order, the increase, if any, and its basis are those recorded in your order confirmation. The basis is fixed when you order or sign and changes only by a written amendment. It does not change the renewal rate rules above.

Month-to-month subscriptions continue on a rolling basis until cancelled, and a reduction in seats or tier on a month-to-month subscription requires the same thirty (30) days' notice and takes effect at the next billing date after the notice period. You may cancel a month-to-month subscription at any time by providing written notice to billing@velaro.com at least thirty (30) days prior to your next scheduled billing date. If you provide notice fewer than thirty (30) days before the next billing date, the subscription remains active for one final billing cycle and cancellation takes effect at the end of that cycle. Velaro may change the rate for a month-to-month subscription on at least thirty (30) days' notice sent to the Account Owner's email address of record, effective on the first billing date after the notice period ends. If you give a cancellation notice within thirty (30) days after Velaro sends a rate-change notice, the prior rate applies through your final billing cycle.

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.

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 amounts not in dispute by the original due date; (b) submit a written dispute notice to billing@velaro.com within 30 days after the Invoice Delivery Date, identifying the specific line items disputed, the dollar amount in dispute, and the specific factual basis for the dispute; and (c) meet the cooperation duties below. The "Invoice Delivery Date" is the date Velaro emails the invoice to your Account Owner or designated billing contact or, if later, the date the invoice is posted in your account and Velaro sends email notice of that posting. If you show the invoice was not delivered to a then-current contact address on file, the 30-day period runs from the date you first received it. Velaro will acknowledge a valid dispute notice in writing within 5 business days after receipt.

Failure to pay undisputed amounts on time, or failure to submit a timely written dispute notice with the required specifics, means the invoice is not a valid disputed invoice under this Agreement and Velaro may pursue its ordinary payment remedies. Payment of the undisputed amount does not waive your right to dispute the remaining amount. If Velaro confirms that an invoice issued within the preceding 12 months contains a billing error, Velaro will correct it whether or not the 30-day period has passed.

A valid dispute is limited to the specific invoiced amount identified in the notice. It must identify: (a) the invoice number and specific line item(s) disputed; (b) the specific factual basis (for example, "conversation count exceeds actual usage by [N]" or "a service credit properly requested under Section 6 was not applied"); and (c) the amount you believe is correctly owed instead. General disagreement with pricing, reference to ongoing negotiations, failure to receive an invoice (except as provided in the Invoice Delivery Date definition), an allegation that the Service is unsatisfactory, or a claimed right to terminate does not constitute a valid invoice dispute unless the notice identifies a specific billing error or invoiced amount and otherwise complies with this Section. A valid dispute does not suspend payment of any other invoice or any amount not in dispute. You may not set off, recoup, or withhold any other invoiced amount because of a claimed breach, a claimed right to terminate, or any other claim; those claims are resolved under Section 11 and Section 15.

Cooperation means: (a) responding in writing within 10 business days to Velaro's written request for information in your possession that is directly relevant to the basis stated in your dispute notice (Velaro may make no more than two such requests per disputed invoice, will grant one extension of up to 10 business days on written request, and a request for information you do not possess or that is not directly relevant does not start the period); and (b) participating in the Section 15 process within 15 days after either party initiates it. The parties will work in good faith for 30 days after a valid dispute notice to resolve it. If it remains unresolved, either party may promptly initiate Section 15. While you meet these duties, Velaro will not suspend service, accelerate a remaining-Term balance, or pursue collection of the properly disputed amount. If Velaro believes you have missed a cooperation duty, it will say so in writing and identify the duty, and the protection ends only if you do not cure within 10 business days after that notice. This cure right may be used no more than twice in any 12-month period, and the protections in this paragraph do not apply to a dispute asserting a factual basis substantially the same as one already resolved in Velaro's favor under Section 15.

When a dispute is resolved in Velaro's favor in whole or part, the amount owed is due within 10 days after resolution. The Late Payment charge then runs from the original due date only if the dispute was not submitted in good faith, as determined by written settlement or a final determination under Section 15, or the protection ended for uncured non-cooperation. Otherwise it runs from the 11th day after resolution. Nothing in this Section limits Velaro's right to collect amounts that were not timely and validly disputed.

Payment Methods

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

Payment Instruction Changes

Before acting on any change to Velaro's bank account, wire, or ACH remittance information, you must verbally confirm it with a known Velaro contact. 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.

Price Changes

The rate for a committed Term does not change during that Term, except for an annual price increase stated in your Order Form or order confirmation for a multi-year Term. A renewal-rate change and a month-to-month rate change are governed by the Cancellation and Renewal subsection above, which controls for those purposes.

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, as provided in Section 11 upon Velaro's termination without cause or upon your termination for Velaro's uncured material breach, as provided in 10-Day Cancellation Right above for a click-through signup, or as provided in Non-Refundable Invoices above for a renewal invoice voided by a timely non-renewal notice. Velaro may, in its sole discretion, grant a refund or credit as a business courtesy; doing so does not obligate Velaro to do so again and does not waive any term of this Agreement.

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 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. Downtime also excludes unavailability caused by emergency maintenance, force majeure events, failures of networks, carriers, hosting, or AI model providers outside Velaro's control, denial-of-service or other attacks, Third-Party Services, beta or preview features, or the acts, equipment, or configuration of Customer or its users. The "core platform" means the agent desktop and the chat widget, as described in the Documentation. 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.

Service Credits

If monthly uptime falls below the target, eligible customers on Professional and Enterprise plans may request service credits, applied per the table below:

Monthly UptimeCreditApplies To
99.0% – 99.9%10% of monthly feeProfessional & Enterprise
95.0% – 98.9%25% of monthly feeProfessional & Enterprise
Below 95.0%50% of monthly feeProfessional & 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, have no cash value, are forfeited on expiration or termination of the subscription, and may not exceed 50% of the affected month's fee in total.

Sole Remedy for Downtime

The service credits above are your sole and exclusive remedy for any failure to meet the Uptime Target. A failure to meet the Uptime Target in a given month, on its own, is not a material breach of these Terms and does not give rise to a right to terminate under Section 11. The termination right in Section 11 remains available for downtime only where uptime falls below 95.0% in three or more consecutive months and Velaro fails to cure after written notice as described in that Section.

Enterprise SLA

Enterprise customers may negotiate response-time commitments for critical incidents, a dedicated support contact, and escalation paths. Any such commitment applies only if it is stated in a signed 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

You Own Your Data

All conversation transcripts, contact records, CSAT survey responses, and any other data that you or your end users submit to the Service ("Customer Data") remain your property. Velaro claims no ownership over Customer Data.

Customer Data does not include Service Data. "Service Data" means usage, telemetry, performance, and security data, and the metrics, reports, scores, classifications, summaries, and other analytics that Velaro derives from Customer Data or from your use of the Service. Velaro owns Service Data. Service Data displayed to you within the Service is available for your internal use during your subscription, and Velaro will not disclose Service Data that identifies you or any individual except as described in the Privacy Policy.

Velaro's rights to Customer Data are limited to what is necessary to provide and operate the Service, including analyzing your Customer Data to provide you with reports, analytics, and insights within your own account. Velaro does not sell or share Customer Data with third parties, except to subprocessors acting on Velaro's behalf to provide the Service, 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. In addition, Velaro may use Customer Data in de-identified or aggregated form, from which no individual or Customer identity can reasonably be determined, for internal analytics, benchmarking, and product improvement, as described in our Privacy Policy. De-identified and aggregated data is not Customer Data, and this Section 7 does not restrict Velaro's use or retention of it.

Data Export

Customer Data can be exported through the Service where export functionality is enabled for your account, subject to the per-export row limit stated in your Order Form or the Documentation and any applicable fees. Export is a plan feature that may be included, metered, or separately priced by plan. While the Service is suspended for non-payment, export is available only after the undisputed past-due balance is paid, except to the extent applicable data protection law requires Velaro to return or make available personal data. Export functionality, including which data categories and formats are available, is not enabled by default for every account; contact support@velaro.com to request it. Exports of data, volumes, or formats beyond what is made available through the Service's standard export functionality ("Custom Exports") are available as a professional services engagement under a written quote, at Velaro's then-current rates.

Data Portability on Termination

For thirty (30) days after the effective date of termination, or, where Section 5 keeps the Service available through the end of the original Term, after that last day (the "Retrieval Period"), or such longer period as required by applicable law, Customer Data remains accessible through the Service's export functionality, to the extent such functionality was enabled for your account, provided that no undisputed amount is past due, except to the extent applicable data protection law requires Velaro to return or make available personal data. Velaro may extend the Retrieval Period at its discretion. A Custom Export requested in writing during the Retrieval Period may extend the Retrieval Period at Velaro's discretion: Velaro will provide a written quote within ten (10) business days of the request, and if you accept and pay for that quote according to its terms, the Retrieval Period is extended for the duration of that engagement, up to a maximum total Retrieval Period of sixty (60) days. Velaro has no obligation to make Customer Data available after the Retrieval Period ends. Velaro then deletes Customer Data from its active production systems in the ordinary course, generally within 90 days after the Retrieval Period ends, as described in the Privacy Policy, and once deleted, Customer Data is not recoverable. 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 obligations of this Agreement and the security measures described in the Privacy Policy and any applicable Data Processing Agreement. Velaro may also retain Customer Data where required by applicable law, regulation, or legal hold.

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.

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.

Permitted Use

You may use the Service only in unmodified form, for the purposes and functions described in Section 2, your Order Form, and the Documentation, and only during your subscription term. You may not remove or alter any proprietary notice, circumvent any usage limit or technical restriction, or access or use the Service to build or benchmark a competing product. Restrictions on reverse engineering, security testing, and resale are in Section 4.

Competitors

The Service is not available to a direct or indirect competitor of Velaro, or to anyone acting on a competitor's behalf, including for evaluation, trial, benchmarking, or competitive analysis, without Velaro's prior written consent. Velaro may refuse, suspend, or terminate any account it reasonably believes violates this subsection, with no refund of any fees for the affected period, and any access obtained in violation of this subsection is unauthorized.

High-Risk Use

The Service is not designed or licensed for use where a failure could lead to death, personal injury, or severe physical or environmental damage, including emergency dispatch, life-safety, medical treatment decisions, or the operation of vehicles, weapons, or industrial control systems. You will not use it for those purposes, and Velaro has no liability for any such use.

Third-Party Services

The Service may interoperate with Third-Party Services you choose to connect. Velaro does not control, warrant, or support Third-Party Services and is not responsible for their availability, conduct, or content, or for any claim arising from them or from your combination of the Service with them, even where Velaro provides the connector.

AI-Generated Output

Output produced by AI features of the Service ("AI Output") is generated probabilistically and may be inaccurate, incomplete, or similar to output generated for others. You are responsible for reviewing AI Output before relying on or transmitting it, for how you configure and prompt AI features, and for compliance of your use of AI Output with applicable law and third-party rights.

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 protect the other party's Confidential Information using at least reasonable care, and no less care than it uses for its own similar information, 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.

Customer Data is governed by Section 7 and the Privacy Policy rather than this Section.

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. Without limiting the foregoing, Velaro does not warrant that the Service will be uninterrupted or error-free, that AI Output will be accurate, complete, or non-infringing, or anything regarding Third-Party Services.

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 TOTAL FEES PAID BY YOU TO VELARO IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE "CAP ON LIABILITY").

Third-Party Infringement Claims

If a third party asserts that the Service, as provided by Velaro and used in unmodified form in accordance with these Terms and the Documentation, infringes a United States patent, copyright, or trademark (an "Infringement Claim"), Velaro will, at its option and expense, use commercially reasonable efforts to (a) procure the right for you to continue using the Service, (b) modify or replace the affected portion so it is non-infringing, or (c) terminate the affected subscription and refund any prepaid fees for the period after termination. This paragraph does not obligate Velaro to defend you or to pay any damages, settlement, fees, or costs, and does not apply to any Excluded Claim. This paragraph states Velaro's entire liability, and your sole remedy, for any claim that the Service infringes or misappropriates third-party rights, and is subject to the Cap on Liability above.

Excluded Claims. Velaro has no obligation under this Section for any claim to the extent arising from: (a) modification of the Service by anyone other than Velaro; (b) combination or use of the Service with any Third-Party Service, or with any product, data, or process not provided by Velaro, where the claim would not exist but for that combination; (c) use of the Service outside Sections 2, 4, or 8, the Order Form, or the Documentation, or after suspension or termination; (d) Velaro's compliance with your designs, specifications, configurations, prompts, or instructions; (e) Customer Data, AI Output as configured, prompted, or used by you, or any other content you provide; (f) continued use after Velaro notifies you of a claim or makes available a non-infringing update; or (g) any free, trial, beta, or evaluation feature.

Indemnification by Customer

You will defend Velaro and its officers, directors, employees, and contractors against any third-party claim, and pay the resulting damages, fines, penalties, and reasonable attorneys' fees finally awarded or agreed in a settlement you approve, to the extent the claim arises from: (a) Customer Data or other content you provide; (b) your use of the Service in breach of Sections 3, 4, or 8, including your messaging, calling, or texting practices; (c) your 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 law; (d) your combination of the Service with any Third-Party Service or with any product, data, or process not provided by Velaro; (e) your configuration or prompting of AI features or your use of AI Output; or (f) any modification of the Service by anyone other than Velaro, or your implementation, integration, or deployment of the Service in a manner not described in the Documentation, in each case excluding any Infringement Claim based on the Service as provided by Velaro. This obligation does not apply to the extent a claim is caused by Velaro's breach of these Terms, fraud, or willful misconduct, and is not subject to the Cap on Liability above.

Indemnification Procedure

The party seeking protection under this Section will notify the other in writing within 30 days after learning of the claim (delay excuses the other party's obligations only to the extent it is prejudiced), give the other party sole control of the defense and settlement, and provide reasonable cooperation at the controlling party's expense. The protected party may participate through its own counsel at its own cost. Neither party will settle a claim in a way that admits fault by, or imposes an unindemnified obligation on, the other without that party's written consent, not to be unreasonably withheld. A party is not responsible for fees or settlements incurred without its written consent.

Exceptions

The limitations above do not apply to: (a) your payment obligations; (b) your indemnification obligations under this Section 10; (c) liability arising from a party's fraud or willful misconduct; or (d) liability that cannot be limited under applicable law. For clarity, Velaro's obligations under "Third-Party Infringement Claims" are subject to the Cap on Liability in all cases, and nothing in this paragraph enlarges them.

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 Customer for Velaro's Breach

You may terminate this Agreement if Velaro materially breaches this Agreement, including these Terms, your Order Form, or your MSA, and fails to cure that breach within 30 days of written notice identifying the breach in reasonable detail. The 30-day period is extended by 15 days only if, before it ends, Velaro delivers written notice stating the steps taken, the remaining steps, and a specific completion date no later than the 45th day; absent that notice, the cure period ends on the 30th day. Downtime is addressed exclusively by the service credits in Section 6 and is grounds for termination under this Section only in the chronic, uncured case described there — a covered outage is not, by itself, a material breach for purposes of this Section. A notice alleging breach is not, by itself, an effective termination and does not suspend Customer's payment or other obligations. If Velaro disputes in writing, within the applicable cure period, that a material breach occurred or remains uncured, its dispute notice must be made in good faith and identify the specific factual basis for that position. Customer may terminate the affected subscription by written notice, delivered as provided in the "What Constitutes Termination" subsection of this Section 11, given after the cure period ends without cure. Velaro's dispute does not delay or prevent the termination from taking effect on the date stated in the notice, and no remaining-Term balance accelerates because Customer gave the notice. Until termination takes effect, Customer remains responsible for all fees not subject to a valid dispute under Section 5. Velaro will pay Customer a pro-rated refund of prepaid fees for the unused portion of the Term after termination, calculated using the rates stated in the applicable Order Form or, if there is no Order Form, the rates applicable to the subscription when paid, within 30 days after termination. If Velaro disputes in good faith that a material breach occurred or remains uncured, it may instead hold that refund until the dispute is resolved by a written settlement or final, binding determination under Section 15, which either party may initiate. Velaro will pay any held refund within 30 days after a resolution in Customer's favor. If the dispute is resolved in Velaro's favor and the tribunal or settlement finds that Customer's breach claim was made in bad faith, the notice is treated as a cancellation notice under Cancellation During a Committed Term in Section 5, and the fees described there are due within ten (10) days after that resolution; otherwise Customer owes fees only through the termination date and the held refund, if any, is determined under that resolution. This is Customer's 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.

Termination by Velaro

Velaro may terminate your subscription:

What Constitutes Termination

Only the following constitute termination of this Agreement: (a) Customer's written notice of termination for Velaro's uncured material breach under this Section 11, delivered to billing@velaro.com and legal@velaro.com, effective on delivery, or a month-to-month cancellation notice or non-renewal notice given as provided in Section 5, effective as stated there (Velaro will acknowledge it in writing within 5 business days, but acknowledgment records receipt and is not a condition of effectiveness); (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:

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 the Retrieval Period described in Section 7 to export your data, on the conditions stated there; (c) after that period, Customer Data is deleted per Section 7; and (d) all outstanding fees become immediately due; on a termination by Velaro for your breach or non-payment, the remaining Term balance described in Section 5 also becomes due, and where Section 5 keeps the Service available through the end of the Term after that balance is paid, items (a) through (c) take effect, and the Retrieval Period begins, on the last day of that Term. No remaining Term balance is due on a termination by you under this Section 11 or by Velaro without cause. Sections 5, 7, 8, 9, 10, 12, 13, and 15, and any accrued payment obligations, survive termination or expiration of this Agreement.

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:

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

Enterprise Plans

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

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). The Documentation describes known trade-offs, and enabling a Compliance Add-On is your election. 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

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:

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.

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.

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.

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 reach any portion of an invoice for which Customer has submitted a dispute notice that on its face complies with Section 5, while Customer is meeting the cooperation duties in that Section. Whether a notice complies on its face is decided by the court for this carve-out only; whether the dispute has merit is reserved to this Section 15. This carve-out does not shorten the 10-day period after written notice of delinquency described in Section 11.

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.

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 and taxable costs 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 the greater net monetary recovery or, if no monetary relief is sought, the party that obtains a favorable resolution on the substantive merits. No party is the prevailing party by reason of a settlement unless the settlement says so.

Headings

Section and subsection headings are for convenience only and do not affect the interpretation of these Terms.

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.

Entire Agreement

These Terms (which incorporate the Privacy Policy per Section 1), together with your Order Form, any signed MSA, and any Business Associate Agreement or Data Processing Addendum executed between you and Velaro, 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.

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, at least 30 days before the changes take effect, send notice by email to your designated Account Owner and display an in-app notice in your account dashboard. The in-app notice is logged with a timestamp when posted and when your Account Owner or an account administrator views or acknowledges it. Notice is deemed given on the date the email is sent to the 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 supplemental records of delivery and are not preconditions to the email notice being effective. You are responsible for keeping the Account Owner's email address current under Section 3.

Your continued use of the Service after the effective date of changes constitutes acceptance of the revised Terms — no separate action is required, and there is no general right to terminate or receive a refund solely because these Terms changed. An amendment that materially and adversely changes Section 5, 6, 10, 11 or 15 does not apply to a subscription with a committed Term until that Term's next renewal, except that a seat, module, tier upgrade, or add-on ordered after the amendment's effective date is governed by the Terms in effect when it is ordered, as stated in Section 1. Any clause listed in a Deviation Register in a signed Order Form or MSA survives updates to these Terms as written in that Register. 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.

17. Contact

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

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