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Velo Services Terms of Use

THESE TERMS OF USE INCLUDE AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF THE SITE (AS DEFINED BELOW) TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT. IF YOU WANT TO OPT-OUT OF THIS MANDATORY ARBITRATION AGREEMENT, THE DISPUTES/ARBITRATION PROVISION BELOW DESCRIBES THE PROCEDURES YOU MUST FOLLOW TO DO SO. THE DISPUTES/ARBITRATION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. THESE TERMS OF USE ALSO INCLUDE A JURY WAIVER. DO NOT ACCESS OR USE THE SITE (AS DEFINED BELOW) IF YOU DO NOT AGREE TO THESE TERMS OF USE IN THEIR ENTIRETY.

  1. INTRODUCTION.

    These Terms of Use (the “Terms”) set forth the legally binding terms governing your access to and your use of products and services and any other features, technologies, and/or functionalities located at www.velopayments.com (excluding any third party content that is governed by the third party’s terms of use and privacy policy) (the “ Site”). The Site is operated by or on behalf of Velo-Payments Inc. and/or its parent company, subsidiary and affiliated companies (hereinafter referred to as “Velo”), and any content available on the Site are owned by Velo, or licensed by Velo from third parties.

    THE SITE IS ONLY INTENDED FOR ACCESS AND USE BY AUTHORIZED USERS (AS SUCH TERM IS DEFINED IN SECTION 1 BELOW). If you are not an authorized User, do not view or use the Site.

    In these Terms, “you” and “your” refer to each User and his or her agents (unless the context requires otherwise), and “we”, “us” and “our” refer collectively to Velo. These Terms set forth our obligations to you, and your obligations to us in relation to the use of the Site. By accessing and using the Site you accept and agree to be bound by these Terms and the Privacy Policy at www.velopayments.com/privacy which is incorporated herein by reference, governing the Site.

  2. DESCRIPTION OF THE SITE.

    The Site provides online payment facilitation and processing, foreign exchange services and other services, including any related offline components (such as mobile applications) and any content, data or information (such as APIs or developer kits) provided by us or our licensors through or in connection with the service, which allow our clients (“Payers”) to make payments to other designated parties (“Payees”) strictly for lawful business purposes (the “Service”). Velo shall have no responsibility for the acts or omissions of the Payees or Payor (each, a “User”).

  3. ACCOUNT REGISTRATION; COMMUNICATIONS.
    1. Registration. In order to access and use the Site, you shall be required to apply for and register an account on the Site (“Account”), which shall be authorized in Velo’s sole discretion.

      1. Eligibility. 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. When you register for an Account, you shall be asked to provide certain Personal Information (as defined in the Privacy Policy) including but not limited to, your name, address, phone number or email address and other information that identifies you.
      2. Accuracy of Information. You agree that the Personal Information you provide to Velo upon registration and at all other times will be true, accurate, current and complete, and you agree to maintain and update this Personal Information with us as necessary. If we have reasonable grounds (as determined by us in our sole discretion) to suspect that the Personal Information you provide through registration is untrue, inaccurate or incomplete, we have the right to refuse, with or without notice, any and all current or future requests you make through the Site and/or to suspend or terminate your Account. Please see our Privacy Policy at www.velopayments.com/privacy for more information on our practices with respect to your Personal Information. We shall have no liability associated with or arising from your failure to maintain accurate Personal Information in connection with your Account, including, but not limited to, your failure to receive critical information about Velo and/or the Site.
    2. Authority. Your selection and use of an Account username and password and any other information required for security access and authentication purposes(“User Credentials”) are subject to these Terms. You agree not to share your User Credentials with any other third party without in each instance the prior approval of Velo (and/or its designees). You are solely responsible for all use of your Account, for protecting the confidentiality and security of your Account, and for ensuring that access to and use of your Account complies fully with these Terms. You acknowledge and agree that any use of your Account through your User Credentials, including through all officers, employees, agents, representatives and others having access, shall legally bind you and deemed to be your actions upon which we may rely. You agree to notify Velo immediately if you suspect any unauthorized access to and use of your User Credentials or any other breach of security.
    3. Authentication. You hereby authorize Velo, directly or through third parties, to take all actions deemed necessary to validate your identity and/or authenticate your company and account information, including requesting additional documentation, which may include a passport, driver’s license or other government identification. Velo reserves the right to directly assess you for any fees in connection with the identity authentication, screening, monitoring, investigations and similar activities in connection with your the Service. In the event we are unable to obtain this information, for any reason or for no reason, in our sole discretion, Velo reserves the right to close, suspend, limit or deny access to the Service.
  4. RECEIPT OF FUNDS.
    1. Payment. You authorize us and our Service Providers to initiate payments from Payor to to your designated payment channel specified by you through the Service (“Payment Channel”).
    2. Currency Exchange.
      1. Authorization. In the event that Payor sends a payment in a currency other than the currency of the country/region in which your payment channel is located (“Payment Channel Currency”), you authorize Velo and/or its Service Providers to take all actions necessary to facilitate the conversion of currency of the Payor to the Payment Channel Currency. You agree that any conversion to the Payment Channel Currency by Velo and/or its Service Providers will be subject to the Exchange Rate. The “Exchange Rate” is equal to (a) the base exchange rate available to Velo on the conversion date or the prior business day (which may fluctuate based on market conditions), plus (b) a one percent (1%) exchange fee. The Exchange Rate may change from time to time, at Velo’s discretion.
      2. Estimated Exchange Rate. In addition, we may show an estimated amount of the currency exchange in your Payment Channel Currency for a pending transaction (the "Estimated Exchange Rate"). You acknowledge that the Estimated Exchange Rate may differ from the actual Exchange Rate due to fluctuations in market conditions that are not under our control, and you are solely responsible for all such risk.
      3. Discontinuing Currency Exchange. You may discontinue use of Velo’s currency exchange at any time. To do so, you must designate a new payment channel that has the same currency as the Payor. Subsequent payments may take up to two business days for the updated payment channel information to take effect.
    3. Transaction Error. In the event of an error, you give Velo permission, subject to Velo’s compliance with applicable law, to make appropriate corrections by debiting or crediting your Velo balance, or debiting or crediting your payment channel.
    4. Transaction History. You may view your transaction history by logging into your Account.
  5. PROVISION OF THE SERVICES.
    1. Required Information. As requested by us from time to time, in order to use the Services, you will promptly provide us with all Required Information, in such forms and manner requested by us. All Required Information provided by you will be accurate and complete, and you will immediately inform us of any change in such Required Information. You also authorize us to request Required Information about you from third parties (for example, to verify your identity). You acknowledge that your ability to use the Service may be dependent upon timely receipt by us of accurate and complete Required Information, and agree that we may share Required Information with any third party financial institution, including Western Union Business Solutions (USA), LLC (“WU”), which originates, receives instructions for a payment or otherwise assists with a transaction (a “Service Provider”) in connection with our provision of the Service.

      As used the Terms, “Required Information” means a Service Provider, any card network or payment processor, or any governmental or regulatory authority or instrumentality in connection with the provision of the Service, including any (i) “Know Your Customer” or other information related to the verification of a Payor’s or a Payee’s identity, (ii) information related to transactions, (iii) information or documentation necessary for us to provide income tax reporting or to perform any tax withholding or otherwise comply with the Foreign Account Tax Compliance Act or other Applicable Law, or (iv) information related to your business model (including offered products and services), financial condition or ownership structure (including identification of each person or entity (or group of affiliated persons or entities) holding 20% or more of your outstanding voting securities or interests).

    2. Required Disclosure. You agree that Velo and its Service Providers, at their sole discretion, may disclose any Required Information in order to satisfy their respective legal obligations under Applicable Law or as may otherwise be required by law or court order. Furthermore, such disclosure may be made to any governmental agency, body or department that exercises regulatory or supervisory authority with respect to Velo’s or its Service Provider’s operations, where such disclosure is made to satisfy routine governmental audit or examination requirements or as part of informational submissions required to be made to such governmental entities in the ordinary course of business. Upon request, you agree to provide any additional information that Velo and its Service Providers may need to satisfy its obligations under this Section 4.
    3. Updates. We reserve the right to update, upgrade or otherwise modify the Service at any time. If any such modification either (i) changes the Velo API in a manner that requires you to modify your systems or software in order to properly integrate with the Service or (ii) causes a material decrease in the functionality of the Service being provided to you, we will use commercially reasonable efforts to provide you with forty-five (45) days advance notice of such modification unless such modification is for security or maintenance purposes or is required by Applicable Law.
    4. Additional Features. We may offer additional features of the Service. Unless explicitly stated otherwise, any new features or services that augment or enhance the Site in the future shall be considered part of the Site and subject to these Terms. However, we may terminate these Terms for any or no reason, and with or without notice to you.
  6. OWNERSHIP AND USE OF THE SITE.
    1. Ownership. Velo, its licensors or its third party vendors own all right, title, and interest to the Site, all content on the Site (excluding User Content), including all text, documents, information, data, articles, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials.
    2. Limited License. Velo grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Site, subject to your compliance with this Agreement, including, without limitation, the restrictions on the use of the Site. Velo may, in its sole discretion, suspend, discontinue or terminate this license to you at any time (and from time to time) for any or no reason.
    3. Reserved Rights. Velo reserves the right at any time and from time to time to modify, suspend, discontinue or permanently cancel any or all of the Site’s operation or portions thereof, with or without notice to you. You acknowledge and agree that Velo shall not be liable to you or any third party for any such modification, suspension, discontinuation or cancellation of any or all of the Site’s operation.

    YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE, ANY PAGE(S) THEREIN, AND/OR ANY ASSOCIATED SERVICE(S) IS SOLELY AT YOUR OWN RISK AND THAT YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, ANY OTHER EQUIPMENT OR ANY FACILITY, ANY INJURY, LOSS OF DATA OR OTHER DAMAGES THAT MAY RESULT FROM SUCH USE. YOU AGREE THAT THE SITE, ANY ASSOCIATED SERVICE(S) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

  7. RESTRICTIONS ON ACCESSING AND USING THE SITE.
    1. You hereby represent, warrant and agree that you have authorization to use the Site and have the right to bind the company or other organization you are representing (if any) to these Terms. As a condition to accessing and using the Site in accordance with the license and rights granted to you under these Terms, you agree to comply with the below rules. You understand that Velo may discontinue, suspend, change, or restrict your access to and use of the Site, including if Velo learns of or suspects of your breach of these Terms.
      1. You may not use the Service for any illegal purposes or in any attempt to abuse, exploit or circumvent any law or regulation.
      2. You may not copy, download, distribute, modify, publish, transmit, display, sell, license, use, reuse or create derivative works of any of the content or other material displayed on the Site, including without limitation, any trademarks, for any purpose whatsoever without Velo’s prior written consent and/or the consent of any third party Velo deems necessary;
      3. You may not upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, emulate, destroy or limit the functionality of any computer software or hardware or telecommunications equipment (including, without limitation, any worm, Trojan Horse, Easter Egg, time bomb, or spyware);
      4. You may not “bot,” “hack,” “crack”, use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or otherwise attempt to reproduce or circumvent any access control, copyright protection or license-enforcement mechanisms associated with or related to the Site or its content;
      5. You may not access or use the Site in any way that could or is intended to damage or impair the operation of the Site, or any content or material displayed on the Site, or any server or network underlying the Site, or in any way that restricts, inhibits or interferes with another user’s use and enjoyment of the Site or its content (including, without limitation, by means of disrupting the normal flow of dialogue, causing a screen to “scroll” faster than other users of the Site are able to type, or hacking or defacing any portion of the Site);
      6. You may not impersonate any person or entity, including, but not limited to a representative of Velo, or falsely state or otherwise misrepresent your affiliation with a person or entity;
      7. You may not collect or store Personal Information or data about other users of the Site, or disclose another user’s Personal Information or data to any third party;
      8. You may not link or “deeplink” to, frame or otherwise reproduce any of the Site, without Velo’s prior written consent;
      9. You may not access or attempt to access any data, information, system or servers on which the Site are hosted or modify or alter the Site in any way;
      10. Except as otherwise permitted under the Terms, you may not upload, transmit or broadcast any commercial messages, text, photographs, video or audio content to or through the Site;
      11. You may not use the Site for any purposes not permitted by these Terms or as otherwise prohibited by Velo.

    In addition, you agree to comply with all Applicable Law relating to your access to and use of the Site and to only use the Site in a manner consistent with all Applicable Law. As used in these Terms, “Applicable Law” means applicable foreign, international, federal, state, local, or other laws, rules and/or regulations (including, without limitation, (a) any anti-money laundering, export control and/or trade restriction laws, regulations and/or other directives, and (b) any privacy, brand, community standards or other policies, rules and/or standards that Velo (and/or its designee(s)) may issue and/or identify from time to time regarding and/or related to the Site and/or the operation and/or use thereof).

    You agree to immediately notify us if you suspect illegal, fraudulent or abusive activity, or any activity in violation of these Terms or Applicable Law, including any unauthorized access to your Account. If you notify us or if we otherwise suspect such activity, you agree to cooperate with us in any investigation and to use any prevention measures we prescribe.

  8. USER CONTENT AND CONDUCT.
    1. Uploads. Where applicable on the Site, you may be permitted to upload your own content, including a passport, driver’s license, or other government issued photo identification document (“User Content”). You understand that all User Content is your sole responsibility. Under no circumstances shall Velo be liable in any way for any User Content, including, but not limited to, any errors, inaccuracies and/or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content uploaded, e-mailed or otherwise transmitted via the Site. Velo and its designees shall have the right to remove any User Content at any time, without notice and for any or no reason, including but not limited to, content that violates this Agreement or is otherwise objectionable, in Velo’s sole discretion. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, timeliness or usefulness of such User Content.
    2. License. By uploading any User Content to or through the Site, you hereby assign to Velo, in perpetuity and without additional payment, all interests and rights relating to such User Content including, without limitation, any and all patents, copyrights, trademarks, trade secrets or other rights and protections.. You specifically waive any “moral rights” in and to the User Content. The foregoing grant includes, without limitation, any copyrights and other intellectual property rights in and to your User Content. You represent and warrant that: you own the User Content uploaded by you on or through the Site or otherwise have the right to assign ownership as set forth in this Section; and the uploading of your User Content on or through the Site does not violate the privacy rights, publicity rights, patent, trademarks or copyrights, contract rights, proprietary rights or any other rights of any person or entity.
  9. THIRD PARTY SERVICES.

    The Service may provide links to third-party websites or allow Users to access and use third-party services. The content, business practices and privacy policies of such third parties are not under our control. We are not responsible for the content, information or results 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.

  10. CONFIDENTIALITY; PRIVACY.
    1. All information contained in or accessed through the Site, including User Content and any other Site content (“Confidential Information”) is confidential and proprietary to Velo. Your access to the Confidential Information is based upon your business need for such access. You shall use Confidential Information solely for authorized Velo business purposes, and for the permitted purposes of this Site. You understand that the Confidential Information accessible by you is not accessible by, nor should it be disclosed to, any other persons except as specifically authorized by Velo. You shall not allow any unauthorized person access to the Site or the Confidential Information using your Account. If disclosure of any Confidential Information is requested pursuant to any subpoena or as part of any legal proceeding, deposition or cause of action, you shall assert the privilege applicable to confidential business and proprietary information and shall seek to protect it to the fullest extent allowed by law; you shall promptly notify Velo in writing (and any company or organization you are representing when using this Site) of any such request for disclosure.
    2. You should review our Privacy Policy at www.velopayments.com/privacy for an explanation of our practices around collection and use of Personal Information and Required Information, and our tracking and targeting of your actions on and/or through the Site, before further using the Site, as you shall be bound by the terms of such Privacy Policy, which is incorporated herein by reference.
  11. INDEMNITY AND HOLD HARMLESS.

    You agree to defend, indemnify and hold harmless Velo and its subsidiaries and affiliates, and its and their Service Providers, together with each of their respective employees, agents, directors, officers and shareholders (collectively, “Velo-related Entities”, and each, a “Velo-related Entity”), from and against all liabilities, claims, damages, judgments, proceedings and expenses (including reasonable attorneys’ fees and costs) arising directly or indirectly out of your use or misuse of the Site, your breach or alleged breach of any of this Agreement, your violation of Applicable Law, or your breach or alleged violation of the patent, copyright, trademark, proprietary or other rights of third parties, including with respect to any User Content you upload to the Site.

  12. DISCLAIMER OF WARRANTIES.
    1. You understand and agree that your use of Service and the Site is solely at your own risk and that you shall be solely responsible for any damage to your computer or any other equipment or property or loss of data that may result from your use of Service and the Site.
    2. THE SERVICE, SITE AND ITS CONTENT, AND ANY OTHER FEATURES, FUNCTIONALITIES OR SERVICES ASSOCIATED THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VELO AND ITS SERVICE PROVIDERS HEREBY specifically disclaim ANY LIABILITY FOR ERRORS, OMISSIONS OR INTERRUPTIONS TO THE SERVICE, SITE AND USER CONTENT AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE implied warranties of merchantability, fitness for a particular purpose, RELIABILITY, ACCURACY, SECURITY, BEING FREE OF VIRUSES OR ERROR-FREE and non-infringement.
    3. You understand and agree that you are responsible for any and all charges, costs and/or expenses for access to or use of Service and the Site, including any charges, costs and/or expenses imposed pursuant to these Terms. No advice or information, whether oral or written, obtained by you from us, or another User or through the Site shall create any warranty not expressly made herein. You may not rely on any such information or advice. We assume no liability or responsibility for any performance degradation, interruption or delays of the Site, errors or omissions in any content (including other User Content) or other materials on or through the Site, or damages to or errors with respect to any other related services. We do not make any warranty or representation that your use of the material displayed on, or obtained through, the Site is non-infringing of any rights of any third party. To the extent jurisdictions do not allow the exclusion of certain warranties, some of the above exclusions may not apply to you.
    4. You further agree that Velo shall have no responsibility or liability for
      1. the products or services for which you are paid for by Payor via the Site;
      2. unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the Service;
      3. any acts or omissions of Payor, including any dispute related to amounts paid or payable to you or the failure of to pay any amounts by Payor;
      4. any loss due to payments to unintended users due to the input by you of incorrect information or for payments in incorrect amounts;
      5. any service interruptions, including, but not limited to, system failures, power outages, or other interruptions that may affect processing, settlement, acceptance or disbursement in connection with the Services;
      6. any actions or inactions of any third party; or
      7. the inability to perform our obligations due to factors beyond our control.
    5. Any decision or action taken by you on the basis of information or content provided on the Site is at your sole discretion and risk. We are not responsible or liable for any such decision, or for the accuracy, completeness, usefulness, or availability of any content displayed, transmitted, or otherwise made available on the Site.
  13. LIMITATION OF LIABILITIES AND RELEASE OF LIABILITY.
    1. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, YOU AGREE THAT THE ENTIRE LIABILITY OF VELO AND ITS SERVICE PROVIDERS TO YOU OR ANY THIRD PARTY, AND THAT YOUR OR ANY THIRD PARTY’S EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, IN ANY ONE OR MORE CAUSES OF ACTION, WITH RESPECT TO THE SERVICES AND ANY VELO OR SERVICE PROVIDER SYSTEM PROVIDED UNDER THESE TERMS OF USE AND/OR FOR ANY BREACH OF THESE TERMS (OR THE AGREEMENT) IS SOLELY LIMITED TO THE GREATER OF(A) THE ACTUAL FEES PAID TO VELO WITHIN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OR ACT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION OR (B) THE LISTED RATE FOR TRANSMITTING THE PAYMENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, VELO AND ITS SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR OTHER INTANGIBLE LOSSES EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE CLAIM ASSERTED IS BASED ON CONTRACT, TORT, NEGLIGENCE OR OTHERWISE. TO THE EXTENT THAT A JURISDICTION DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN SUCH JURISDICTION.
    2. You hereby waive any and all rights to bring any claim or action related to the Site and the Service beyond one (1) year after the first occurrence of the kind of act, event, condition or omission upon which such claim or action is based.
  14. GOVERNING LAW.
    1. Governing Law. The Terms (including any non-contractual claim) shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America, without regard to choice or conflicts of law provisions.
    2. Jurisdiction. You and Velo agree that the state or federal courts in the City of New York, State of New York shall be the jurisdiction of any dispute, claim, or controversy that relates to or arises in connection with the Terms (including any non-contractual claim) for non-U.S. residents subject to applicable governing law that prohibits arbitration of disputes in accordance with Section 14.
  15. DISPUTE RESOLUTION.
    1. No Class or Representative Proceedings; Class Action Waiver. PLEASE READ THIS PROVISION CAREFULLY; IT INCLUDES AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF THE SITE TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT. IF YOU WANT TO OPT-OUT OF THIS MANDATORY ARBITRATION AGREEMENT, THIS PROVISION DESCRIBES THE PROCEDURES YOU MUST FOLLOW TO DO SO. THIS PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. THIS AGREEMENT ALSO INCLUDES A JURY WAIVER.
    2. Dispute Notice. It is Velo’s goal that the Site and any related services meet your expectations and that you are satisfied. However, there may be instances when you have a problem or dispute that needs special attention. In those instances, Velo is committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your issue. Therefore, for any problem or dispute that you may have with Velo, you acknowledge and agree that you shall first give Velo an opportunity to resolve your problem or dispute. This includes you first sending a written description of your problem or dispute to Velo-Payments Inc., 1001 Bridgeway #502, Sausalito, California 94965, Attn: Compliance Officer. You then agree to negotiate with Velo in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days after Velo’s receipt of your written description of it, you agree to the further dispute resolution provisions below.
    3. Obligation to Arbitrate; Exceptions. You agree that the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of your use of the Site and these Terms shall be final and binding arbitration, except to the extent that you have in any manner infringed upon or violated or threatened to infringe upon or violate any of the Velo-related Entities’ or any third party’s patent, copyright, trademark, trade secret, privacy or publicity rights, in which case you acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought by the Velo-related Entities and/or the applicable third party(ies). You and we acknowledge that these Terms affect interstate commerce and that the Federal Arbitration Act and federal arbitration law apply to arbitrations under the Agreement (despite any other choice of law provision).
    4. Arbitration Terms. Arbitration under these Terms shall be conducted by JAMS within the State of New York, County of New York.  The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (pursuant to JAMS’ Streamlined Arbitration Rules and Procedures) (“Applicable Rules”). The Applicable Rules, as well as instructions on how to file an arbitration proceeding with JAMS, appear at www.jamsadr.com. By agreeing to be bound by the terms of service, you either (a) acknowledge and agree that you have read and understand these rules or (b) waive your opportunity to read these rules and any claim that these rules are unfair or should not apply for any reason.
    5. Award. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
    6. Location. The arbitration shall be held: (i) at a location determined by JAMS pursuant to the Applicable Rules (provided that such location is reasonably convenient for you and does not require travel in excess of 100 miles); (ii) at such other location as may be mutually agreed upon by you and Velo; or (iii) at your election, by telephone or by written submission, as applicable.
    7. Costs. You and we agree to pay our own fees, costs, and expenses, including those for any attorneys, experts, and witnesses.  An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees.  In addition, for claims under $75,000 as to which you provided notice and negotiated in good faith with Velo as required above before initiating arbitration, if the arbitrator finds that you are the prevailing party in the arbitration, you shall be entitled to a recovery of reasonable attorneys’ fees and costs. Except for claims determined to be frivolous, Velo agrees not to seek an award of attorneys’ fees in arbitration even if an award is otherwise available under Applicable Law.
    8. Small Claims Exception. As a limited exception to the agreement to arbitrate, you and we agree that you may take claims to small claims court, if your claims qualify for hearing by such court; provided that such court does not have the authority to entertain any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated in such proceeding.
    9. Opt-Out. YOU HAVE A RIGHT TO OPT-OUT OF THIS ARBITRATION AGREEMENT. If you do not agree to this mandatory arbitration provision with regard to your use of the Site and any Services, then prior to accessing and/or using the Site, you may opt-out of this part of the Terms sending written notification to the following address:

      Velo-Payments Inc., 1001 Bridgeway #502, Sausalito, California 94965, Attn: Compliance Officer

    10. No Joinder. To the fullest extent permitted by Applicable Law, NO ARBITRATION OR OTHER CLAIM UNDER THESE TERMS SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SITE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.
    11. Jury Trial Waiver. WE BOTH AGREE THAT, WHETHER ANY CLAIM IS IN ARBITRATION OR IN COURT, YOU AND VELO BOTH WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES BETWEEN US.
    12. Period for Claims. IN NO EVENT SHALL ANY CLAIM, ACTION OR PROCEEDING BY YOU RELATED IN ANY WAY TO THESE TERMS BE INSTITUTED MORE THAN THREE (3) YEARS AFTER THE CAUSE OF ACTION AROSE.
    13. Injunctive Relief. The foregoing provisions of this Section 15 will not apply to any legal action taken by you or Velo to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site and/or Service or Velo’s intellectual property rights.
    14. Interpretation and Enforcement. In the event that this CLASS ACTION WAIVER is deemed unenforceable, then any putative class action may only proceed in a court of competent jurisdiction pursuant to Section 13 and not in arbitration in accordance with this Section 14.
  16. Termination.
    1. Suspension or Termination of Services. Velo and/or its Service Providers may at any time suspend or terminate all or any portion of the Service, including access to the Site, for any reason whatsoever as determined by Velo, its Service Providers and/or at the instruction of your Payor, each in their sole discretion. Upon such event, your access to and/or use of the affected Service will immediately be suspended or terminated, as applicable.
    2. Closing your Account. You may close your Account at any time by contacting us. Upon your Account closure, we will cancel any pending transactions and you will have a limited period of time (as determined by Velo) to transfer any remaining funds during which time your Account will be accessible for the purpose of transferring any remaining funds or balance to your Payout Method. You acknowledge that if you continue to have a relationship with your Payor and you choose to close your Account, you will not be able to receive any further payments from your Payor unless an Account is re-opened or a new one is opened.
    3. Investigations. You may not close your Account to evade an investigation. If you attempt to close your Account while we are conducting an investigation, we may hold any funds or balance for up to 180 days to protect Velo or a third party against the risk of reversals, chargebacks, claims, fees, fines, penalties and other liability. You agree to cooperate in any investigation of any suspected unlawful, fraudulent or improper activity and will remain liable for all obligations related to your Account even after the Account is closed.
  17. MISCELLANEOUS.
    1. Authorized Delegate. You acknowledge that, in providing the Service under these Terms, Velo acts as an authorized delegate of WU. WU’s use of any certain information necessary in connection with the Service, such as your banking details, Payee details, amounts or any other information related to the payment is subject to subject to the WU Privacy Statement (https://www.westernunion.com/us/en/privacy-statement.html).
    2. Notices and Announcements: Except as expressly provided otherwise herein, all notices to Velo shall be in writing and delivered via overnight courier or certified mail, return receipt requested to:

      Velo-Payments, Inc.
      1001 Bridgeway #502
      Sausalito, CA 94965
      Attn: Operations

    3. Severability: If any provision of these Terms is unlawful, void or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
    4. Export Control. The United States controls the export of any software, content or materials downloadable from the Site. No software, content or any other materials associated with the Site may be downloaded, exported or re-exported to countries or persons prohibited under export control laws, or to anyone on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Deny Orders. User is responsible for compliance with the laws of User’s local jurisdiction regarding the import, export or re-export of any such materials. BY USING THE CONTENT AND ANY MATERIALS FROM THE SITE, USER REPRESENTS AND WARRANTS THAT USER IS NOT LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY SUCH COUNTRY TO WHICH SUCH IMPORT, EXPORT, OR RE-EXPORT IS PROHIBITED OR IS NOT A PERSON OR ENTITY TO WHICH SUCH EXPORT IS PROHIBITED.
    5. Amendments. We may at any time revise these Terms in our sole discretion. The “Last Updated Date” at the top of these Terms shall indicate when the latest revisions were made. You must review the then-current terms prior to any further use of this Site and, to the fullest extent permitted under Applicable Law, your continued use of the Site constitutes your agreement to any modified Terms.
    6. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by User, but may be assigned by Velo without restriction.
    7. Entire Agreement: This Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Site and any related services and supersedes all prior agreements and understandings with respect to the subject matter of this Agreement.
    8. Waiver: The remedies of Velo set forth in these Terms shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. Any failure by us, at any time or from time to time, to enforce any of our rights under these Terms shall not constitute a waiver of such right.
  18. CONTACT US. If you have any questions, complaints or claims about the Site, or if you are having any technical difficulties with the Site, please email us at support@velopayments.com.