Velo provides online payment facilitation and other services which allow our clients (“Payers”) to make payments to you (for example, for services you provide to the Payer), either directly or through the Payer’s third-party payment processor. We may also make additional features or services available to you through our website, the Payer’s website, or otherwise. Any online or other services we provide to Payers or to you are referred to herein as the “Service.”
By accepting payments through the Service (“Payments”) or otherwise using the Service (or by checking a box indicating your acceptance of these Recipient Terms), you agree to be bound by these Recipient Terms, which constitute your agreement with Velo Payments, Inc., a California corporation (referred to herein as “Velo,” “we,” or “us”).
1.1. Age Requirement; Responsibility. You represent that you are old enough to form a legally binding contract. You may not access or use the Service unless you are at least 18 years old. In order to use certain portions of the Service, you may be required to establish a user account with us, with a username and password. You are responsible for maintaining the confidentiality of your account and password (if any) and for restricting access to your computer or other device. You are responsible for your use of the Service and for all activities that occur under your account or password. (References to “account” in these Recipient Terms refer to your Velo user account, if any, and not to a bank account.)
1.2 License. Subject to and in accordance with these Recipient Terms and other guidelines or instructions included in the Service by us, we grant you a limited, non-exclusive, non-sublicensable, nontransferable license to access and use the Service as made available by us for your use. We reserve the right to terminate this license and your access to the Service, and to remove or discard content you have submitted to the Service, at any time, for any or no reason and with or without notice. We reserve the right to revoke your particular username, or to require you to choose another username or password. We may update, upgrade or otherwise modify the Service at any time with or without notice. We may suspend or discontinue the Service at any time, and these Recipient Terms will survive any such termination.
2. Authorization. You authorize us to facilitate Payments (including transfers of funds) from the Payer to you through the Service. These Payments, and the transactions to which they relate, are solely between you and the Payer, and we are not a party to those transactions.
4. Compliance. You represent and warrant that you are not (i) a resident of a country embargoed by the United States, (ii) a person or entity blocked or denied by the United States government, or (iii) in violation of United States export laws or regulations.
5. Conduct. You may use the Service only in accordance with all applicable laws and regulations. In addition, you agree not to:
 use the Service in a manner that could damage, disable, overburden or impair the Service, or interfere with any other user’s ability to use the Service;
 harvest or otherwise collect or disseminate personal information about others without their consent, or harass or “stalk” another;
 impersonate any person or entity, or forge headers or otherwise manipulate identifiers in order to disguise the origin of messages, or create any user account by automated means or under false pretenses;
 gain or attempt to gain unauthorized access to the Service, or other accounts, computer systems or networks connected to the Service, through password mining or any other means;
 export technical data or other materials in violation of any applicable law;
 use any automated software, device, or process (including without limitation any “web crawler” or “screen scraper”) to extract or index any data or other content from the Service (including without limitation information about users of the Service);
 interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service, including without limitation the use of framing techniques to enclose any content, and the placement of pop-up windows over web pages;
 authorize, aid, or encourage anyone to act in violation of these Recipient Terms; or
 upload, transmit or otherwise make available material that:
[a] is unlawful, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable;
[b] infringes any intellectual property right or other right of any third party, including but not limited to any patent, trademark, service mark, trade secret or copyright;
[c] constitutes the unauthorized or unlawful disclosure of confidential or other proprietary or nonpublic information;
[d] constitutes unsolicited or unauthorized advertising or promotional materials, “chain letters,” “junk mail,” “spam,” “pyramid schemes” or any other form of disruptive messages; or
[e] contains viruses, trojan horses, worms or any other harmful or disruptive computer code, files or programs.
6. Fees. In order to use certain portions of the Service, you may be required to purchase a subscription or pay another form of fee (“Fees”). Unless otherwise stated, all Fees are payable in U.S. Dollars. You agree to pay all Fees incurred by you or anyone else using your account, and you hereby authorize us and our third-party payment service providers to collect such Fees using the credit card or other payment method you provide to us. We reserve the right to institute new Fees or change the amount of, or basis for determining, any Fees.
7. Proprietary Rights.
7.1 All content included in the Service and originating with Velo, including but not limited to website design, text, photographs, graphics, sound, software and the arrangement of all content in the Service, is the property of Velo or its licensors, and is protected by United States and international copyright and other applicable law. All rights to such content are reserved to their respective copyright owners. Except as expressly authorized by these Recipient Terms or any guidelines or instructions included in the Service, you may not reproduce, modify, copy, create derivative works of, sell or distribute any portion of the Service, use of the Service or access to the Service. You may not reverse engineer, reverse assemble, decompile or otherwise attempt to determine or derive the source code of the Service or any portion thereof.
7.2 “Velo” and all related logos, graphics and icons are service marks or trademarks of Velo. All other trademarks, service marks, product names and company names or logos that appear on this site are the property of their respective owners, and their presence in the Service does not represent an endorsement of the Service.
8. Third-Party Websites and Services. The Service may provide links to third-party websites or allow you or the Payer to access and use third-party services (for example, international payment processing). The content, business practices and privacy policies of such third parties are not under our control. We are not responsible for the content of any linked website or any link contained in a linked website, and we will not be liable for any damage or loss caused by or in connection with the use of such websites or any information, product or service available on or through such websites. The inclusion of a link in the Service does not imply any endorsement by us or any affiliation between us and the third party. In following links to third-party websites, you may be exposed to content that you consider offensive or inappropriate.
9. Indemnification. You will indemnify, defend and hold harmless Velo and its affiliates, officers, directors, employees, agents and licensors from and against all claims, damages, liabilities, losses, penalties, fines and expenses (including without limitation reasonable attorneys’ fees) arising out of or incurred in connection with any claim by any third party (including any governmental or regulatory authority or instrumentality) if such claim is due to or arises out of (i) your receipt of Payments or other use of the Service, (ii) any information or content you submit through the Service, or (iii) your actual or alleged breach or violation of these Recipient Terms, any agreement between you and the Payer, any applicable law or the rights of any third party.
10. No Warranties. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VELO AND ITS AFFILIATES AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
VELO AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTY THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
11. Limitation of Liability. VELO WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR SPECIAL DAMAGES INCURRED BY YOU (INCLUDING LOSS OF DATA, USE OR PROFIT, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION), HOWEVER CAUSED, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING APPLIES TO ALL CLAIMS, DAMAGES AND LIABILITIES REGARDLESS OF WHETHER SUCH CLAIMS, DAMAGES OR LIABILITIES ARE BASED ON CONTRACT, STRICT LIABILITY, NEGLIGENCE, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY.
THE LAWS OF SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
12. Individual Actions Only. YOU AND VELO AGREE THAT EACH OF US MAY BRING CLAIMS OR ACTIONS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER CLAIMS OR ACTIONS ARE NOT PERMITTED.
13. Amendments. We may amend these Recipient Terms at any time by posting the amended Recipient Terms on this page or otherwise notifying you in writing of the amendments. The amendments shall be effective upon such posting or notification. You agree to review these Recipient Terms periodically so that you are aware of any amendments. Your continued acceptance of Payments or other use of the Service after such amendments constitutes your agreement to be bound by the amended Recipient Terms.
14. Questions. If you have any questions or concerns about these Recipient Terms or the Service, please contact us at:
15.1 Notices. We may provide you with notices, including those regarding changes to these Recipient Terms, by email, regular mail or postings on the Service.
15.2 Entire Agreement. These Recipient Terms represent the entire agreement between you and us with regard to their subject matter, they supersede all prior agreements and representations, and they may not be modified except by us in writing (including amendments made by us in accordance with these Recipient Terms.)
15.3 Choice of Law and Forum. These Recipient Terms, your use of the Service and the relationship between you and us, and any disputes, claims or causes of action related to the foregoing, shall be governed by the law of the State of California, United States, without regard to its conflict of laws principles, and any such dispute, claim or cause of action shall be brought only in federal or state court in the County of San Francisco, California, United States, and you and Velo hereby generally and unconditionally submit to and accept the jurisdiction of such courts.
15.4 Assignment. These Recipient Terms, including without limitation any rights or obligations provided for herein, may not be assigned, delegated or otherwise transferred by you. Any assignment, delegation or transfer attempted to be made in violation of these Recipient Terms shall be null and void.
15.5 Waiver and Severability. Our failure to exercise or enforce any right or provision of these Recipient Terms shall not constitute a waiver of such right or provision by us. If any provision of these Recipient Terms is found by a court of competent jurisdiction to be illegal or unenforceable, such provision will be enforced to the maximum extent possible, and the other provisions of these Recipient Terms will remain in full force and effect.
15.6 Statute of Limitations. Regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to these Recipient Terms or the use of the Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.