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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; COMMUNICATION.
    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 applicable to one of your users.
      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 username, password and security information, 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 username, password and security information 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. PAYOR-SPECIFIC TERMS.
    1. Authority. You hereby authorize us and any third party financial institution, including all services provided by Western Union Business Solutions (USA), LLC (“WU”), which originates, receives instructions for a payment (“Instructions”) or otherwise assists with a transaction (the “Service Provider”) the permission and authority to cause your funds to be transferred and disbursed as directed by you through the Service in accordance with the Instructions or otherwise and as otherwise set forth in these Terms. For the avoidance of doubt, a single Instruction may contain instructions to Velo to process multiple payments. You are responsible for assuring that each Instruction contains accurate Payee information. Transactions submitted to the Service for facilitating are final and irrevocable unless otherwise determined by us in writing. If the Instruction contains errors then Velo shall have no liability to you for transmitting a payment in accordance with the Instruction.
    2. Receipts. An Instruction is binding on you once the Instruction has been submitted using your User Credentials via the Site. After an Instruction is submitted to Velo, Velo will produce a receipt (“Receipt”) available on the Site. You agree to review the Receipt for accuracy and must notify Velo immediately of any error or omission in the Receipt.
    3. Pooled Account; Sufficiency of Funds. In order to use certain aspects of the Service (such as the facilitation of payments to Payees), you are required to transfer funds to an account designated by us at a Service Provider, in an amount and manner specified by us (which may include ACH transfer, wire transfer, direct debit from your bank account, or another method). You will at all times ensure that such funds are sufficient to fund all payment transactions that you submit to the Service. Such funds are held on your behalf and we do not take title to such funds. Such funds may be co-mingled and held with other client funds in one or more pooled accounts. We have sole discretion over the establishment and maintenance of any such accounts. You will not receive interest or any other earnings on any such funds. As consideration for the provision of the Service pursuant hereto, you irrevocably assign to us all rights in and to any such interest and other earnings.
    4. Reserve. In order to secure your performance of your outstanding and anticipated obligations under these Terms, we may from time to time direct you to transfer a designated amount of funds to a separate bank account designated by us (the “Reserve”), in a manner specified by us (which may include ACH transfer, wire transfer, direct debit from your bank account, or another method). We may suspend provision of the Service until such funds are so transferred. This amount will be as determined by us in our sole discretion based on our own risk assessment, which assessment may take into account factors such as your business model, operating history, credit and payment history, and prior transactions facilitated through the Service. You will not receive interest or any other earnings on any such funds. As consideration for the provision of the Service pursuant hereto, you irrevocably assign to us all rights in and to any such interest and other earnings. To the extent permitted by Applicable Law, you grant us a security interest in all funds held in the Reserve, and authorize us to make withdrawals from the Reserve to satisfy your obligations under these Terms. You will execute any additional documentation required to perfect such security interest, and such security interest will survive for so long as funds remain in the Reserve. Promptly after termination of these Terms, we will cause any remaining funds in the Reserve to be returned to you, provided that we may cause a portion of such funds to remain in the Reserve and use such funds as set forth herein only to the extent that, and only or so long as, we reasonably determine necessary to secure or satisfy your performance of your outstanding and anticipated obligations under these Terms.
    5. Client Bank Account Debiting. You authorize us and the Service Provider to initiate debit entries to your designated bank account specified by you through the Service (“Client Bank Account”), and to debit the Client Bank Account, in such settlement amounts as are necessary to (i) fund all payment transactions that you submit to the Service in accordance with the Instructions, (ii) pay any outstanding Fees, (iii) fund the Reserve in accordance with these Terms, and (iv) pay any other amount that you owe under these Terms or in connection with the Service. You will maintain in the Client Service Provider Account immediately available funds sufficient to cover all of the foregoing. In order to implement the foregoing, you will complete, execute and deliver any ACH Authorization or similar authorization or agreement required by NACHA Operating Rules or otherwise.
    6. Settlement. If for any reason Velo or its Service Providers do not receive settlement from you for the payment, neither Velo nor its Service Providers shall have any obligation to complete the payment and transmit funds to the Payee, and upon request, you shall make immediate arrangements for settlement (or any remaining balance thereof) to Velo’s or its Service Provider’s designated bank account. If Velo and/or its Service Providers process a payment for you for which Velo and/or its Service Provider does not receive settlement from you, you agree that you shall be liable to Velo and its Service Provider for the amount of the payment sent pursuant to your Instruction. You authorize Velo to forward all settlement funds received from you to its Service Providers, as applicable, to fund a payment.
    7. Identification as Client. We may identify you as our client, which identification may include the use of your name and logo provided that such use is in accordance with your trademark usage policies as provided by you. All goodwill arising from such use will inure to your exclusive benefit.
    8. Fees.
      1. Payment. You will pay us the applicable fees on any fee schedule made available by us and agreed to by you through the Service or otherwise (as modified in accordance with these Terms, the “Fees”). Fees based on transactions will be payable if the transaction is facilitated by the Service, even if the Service Provider or the other party to the transaction is unable to complete the transaction or refuses to complete the transaction based on the requirements of Applicable Law or otherwise.
      2. Changes. We may change the Fees upon sixty (60) days advance notice, and your continued use of the Service after such notice period will constitute your acceptance of such changed Fees. In addition, we may immediately increase the Fees to the extent of any increase in fees payable by us to any third party in connection with the provision of the Service (such as an increase in fees charged by the Service Provider). We will use commercially reasonable efforts to provide you with sixty (60) days advance notice of any such increase.
      3. Taxes. Fees do not include any taxes, levies, duties, export or import fees, or other governmental assessments of any nature (including value-added, sales, use or withholding taxes) imposed or assessed by any jurisdiction (collectively, “Taxes”). You are responsible for the payment of all Taxes associated with your use of the Service (other than Taxes assessable against us based on our income). If we have a legal obligation to pay or collect Taxes for which you are responsible hereunder, we will invoice you and you will pay us that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
  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 Service Providers in connection with our provision of the Service.

      As used the Terms, “Required Information” means any information required by a financial institution, a 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 5.
    3. Compliance with Law. Velo and its Service Providers may cancel or reject any Instruction at any time, as required to comply with Applicable Law, or in as otherwise in accordance with its compliance policies and procedures.
    4. Updates. (a) 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.
    5. 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, without limitation 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. (a) 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 a Payee are paid for by you 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 of your acts or omissions, including any dispute related to amounts paid or payable to Payee or your failure of to pay any amounts;
      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).
  15. 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 and its Service Providers, 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.
    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.
  16. MISCELLANEOUS.
    1. Authorized Delegate. You acknowledge that, in providing the Service under these Terms, Velo acts as 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 Schedule A (WU Data Protection Addendum) and 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.
  17. 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.

Schedule A

WU Data Protection Addendum

  1. Payer and WU shall ensure that it maintains commercially reasonable information security and data privacy procedures and practices at all times meet or exceed information security standards and data privacy regulations established by the applicable regulations and laws
  2. While you use the Service, and as long thereafter as either Payer or WU holds Protected Information (as further defined below), each such party shall and shall cause its applicable affiliates or subcontractors who process, store or transmit Protected Information to maintain commercially reasonable physical, electronic and procedural controls designed to ensure the confidentiality, integrity and availability of Protected Information through its information systems, to include applications and networks, used to process, transmit or store such Protected Information. This may include, but is not necessarily limited to:
    1. Establishing and maintaining least privileged based access controls for Protected Information. Access controls include, but are not limited to, account provisioning, de-provisioning, authentication, authorization, re-authorization and accountability controls.
    2. Implementing commercially reasonable controls to ensure that Protected Information and information systems used to process, transmit or store Protected Information are protected against malware.
    3. Establishing and maintaining a commercially reasonable vulnerability management program for all information systems that process, transmit or store Protected Information. The program must be designed to prevent exploitation of vulnerabilities by continuous identification and mitigation of vulnerabilities.
    4. Maintaining commercially reasonable software, hardware, systems, personnel and other resources to ascertain whether a penetration attempt is being made against any part of the network, mainframe, server or other infrastructure, application or facility used to process, transmit or store the Protected Information.
    5. Providing commercially reasonable privacy and information security training to employees.
    6. Implementing commercially reasonable formal change management processes that document and control changes to a party’s organization, business processes, information processing facilities and systems that transmit, process or store Protected Information;
    7. Implementing appropriate physical controls to prevent unauthorized physical access, damage or interference to the information processing facilities used to process, transmit or store Protected Information.
    8. As applicable, segregating conflicting duties and areas of responsibilities to reduce opportunities for unauthorized or unintentional modification of misuse of Protected Information.
  3. WU shall maintain commercially reasonable procedures reasonably designed to prevent, detect and respond to Protected Information Incidents, including procedures for corrective action. If WU becomes aware of any Protected Information Incident WU shall promptly advise you of the Protected Information Incident; and take prompt, commercially reasonable action to remediate the incident and take such further action as is required by applicable law.
  4. For purposes of this Schedule:
    1. "Protected Information" means any information you provide to WU in connection with an Instruction, including the Payee’s or your banking details, other Payee information, and other transaction information, as well all other non-public proprietary and confidential information that you provide to WU , (whether commercial, financial, technical or otherwise and which by its very nature would reasonably be determined to be secret or confidential in nature including without limitation personally identified or identifiable information).
    2. "Protected Information Incident" a. means an event or incident arising from the acts or omissions of WU or through the systems or facilities of WU or its Representatives, that results in the unauthorized disclosure of your Protected Information.
    3. "Representatives" means the contractors, technology providers and agents of a party utilized to perform this Agreement.