Last Updated Date: February 27, 2020
c. Understanding the Terms. 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 Services.
2. DESCRIPTION OF THE SERVICES.
a. Description of Services; Users. The Services provide 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 Services, which allow our clients (“Payors”) to make payments to other designated parties (“Payees”) strictly for lawful business purposes. Velo shall have no responsibility for the acts or omissions of the Payees or Payor (each, a “User”).
3. ACCOUNT REGISTRATION; COMMUNICATIONS.
a. Registration. In order to access and use the Services, you shall be required to apply for and register an account (“Account”), which shall be authorized in Velo’s sole discretion.
Bank Account. In order to register for an Account, you are required to provide account information for a valid U.S. bank account you have control over (“Bank Account”). You agree to provide us with information to validate your Bank Account, which may include information requested by a Service Provider (as defined below), any card network or payment processor, or any governmental or regulatory authority or instrumentality in connection with the provision of the Services, including any (i) “Know Your Customer” or other information related to the verification of a Payor’s or your identity, (ii) information related to transactions, or (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. Payments to your Account will be unable to be completed if you do not complete the registration of your Bank Account. You agree that Velo may, in its sole discretion, suspend, close, limit or deny access to the Services if we do not obtain the necessary information to authorize your Account. Velo disclaims all liability in connection with your failure to authenticate your Bank Account, including any failure to receive payments.
b. 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. We assume no responsibility for any damage or loss to your computer or other property that may result from using the Services.
c. Authentication. You hereby authorize Velo, directly or through third parties, to take all actions deemed necessary to validate your identity and/or authenticate you, and will promptly provide us with all required information to complete said validation. You also authorize us to request validation information about you from third parties. You acknowledge that that we may share validation information with any third party financial institution, including without limitation Western Union Business Solutions (USA), LLC (“WUBS”), which third party financial institution originates, receives instructions for a payment or otherwise assists with a transaction (a “Service Provider”) in connection with our provision of the Services. 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 the Services.
4. RECEIPT OF FUNDS.
a. Payment. You authorize us and our Service Providers to initiate payments from Payor to your Bank Account including any adjustments required for any transactions which are made in error. Though we may provide an estimate of the processing time, we cannot guarantee your bank will make funds available upon receipt and are not responsible for any delays or any action made by your bank with respect to the payment.
b. Currency Exchange.
Authorization; Exchange Rate. In the event that Payor sends a payment in a currency other than the currency of the country/region in which your Bank Account is located (“Bank Account 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 Bank Account Currency. You agree that any conversion to the Bank Account Currency by Velo and/or its Service Providers will be subject to the Exchange Rate. We may provide you with an estimated amount of the pending currency exchange transaction (the “Estimated Exchange Rate”). You acknowledge that the Estimated Exchange Rate may be different from the final Exchange Rate due to fluctuations in market conditions that are not under our control, and you are solely responsible for all such risk. The “Exchange Rate” is equal to (a) the base exchange rate available to Velo on the conversion date or the prior business day, plus (b) a one percent (1%) exchange fee. While the base exchange rate fluctuates daily, Velo shall provide you with notice of any increase of the one percent (1%) exchange fee.
Discontinuing Currency Exchange. You may discontinue use of Velo’s currency exchange at any time. To do so, you must designate a new Bank Account that has the same currency as the Payor. Subsequent payments may take up to two business days for the updated Bank Account information to take effect.
c. 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 Bank Account.
d. Transaction History. You may view your transaction history by logging into your Account.
5. PROVISION OF THE SERVICES.
a. Updates. We reserve the right to update, upgrade or otherwise modify the Services 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 Services 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.
b. Additional Features. We may offer additional features of the Services. Unless explicitly stated otherwise, any new features or services that augment or enhance the Services in the future shall be considered part of the Services and subject to these Terms.
6. OWNERSHIP AND USE OF THE SERVICES.
a. Ownership. Velo, its licensors or its third party vendors own all right, title, and interest to the Services, all content on the Services, including all text, documents, information, data, articles, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials.
b. Limited License. Velo grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Services, subject to your compliance with this Agreement, including, without limitation, the restrictions on the use of the Services. 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.
c. 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 Services’ 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 Services’ operation.
7. RESTRICTIONS ON ACCESSING AND USING THE SERVICES.
a. As a condition to accessing and using the Services in accordance with the license and rights granted to you under these Terms, you agree to comply with the below rules.
You may not use the Services for any illegal purposes or in any attempt to abuse, exploit or circumvent any law or regulation;
- Except as required to use the Services, 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 Services, 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;
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);
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 Services or its content;
You may not access or use the Services in any way that could or is intended to damage or impair the operation of the Services, or any content or material displayed on the Services, or any server or network underlying the Services, or in any way that restricts, inhibits or interferes with another user’s use and enjoyment of the Services 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 Services are able to type, or hacking or defacing any portion of the Services);
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;
You may not collect or store information or data about other users of the Services, or disclose another user’s information or data to any third party;
- You may not link or “deeplink” to, frame or otherwise reproduce any of the Services, without Velo’s prior written consent;
You may not access or attempt to access any data, information, system or servers on which the Services are hosted or modify or alter the Services in any way;
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 Services;
- You may not use the Services for any purposes not permitted by these Terms or as otherwise prohibited by Velo.
b. In addition, you agree to comply with all Applicable Law relating to your access to and use of the Services and to only use the Services 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) anti-money laundering, any 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 Services and/or the operation and/or use thereof).
c. 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. 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. THIRD PARTY SERVICES.
The Services 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 Services does not imply any endorsement by us or any affiliation between us and the third party.
9. CONFIDENTIALITY; PRIVACY.
a. All information contained in or accessed through the Services (“Confidential Information”) must be kept confidential. 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 Services. 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. 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 Services) of any such request for disclosure.
10. 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 Services, 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.
11. DISCLAIMER OF WARRANTIES.
a. You understand and agree that your use of the Services 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 the Services.
b. THE SERVICES AND ANY OTHER FEATURES OR FUNCTIONALITIES 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 SERVICES 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.
c. You further agree that Velo shall have no responsibility or liability for:
The products or services for which you are paid for by Payor via the Services;
- 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 Services;
- 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;
Any loss due to payments to unintended users due to the input by you of incorrect information or for payments in incorrect amounts;
- 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;
Any actions or inactions of any third party; or
- The inability to perform our obligations due to factors beyond our control.
12. LIMITATION OF LIABILITIES AND RELEASE OF LIABILITY.
13. GOVERNING LAW.
a. 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.
b. 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.
14. DISPUTE RESOLUTION.
a. 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 SERVICES 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.
b. Dispute Notice. It is Velo’s goal that the Services 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: General Counsel. 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.
c. 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 Services 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).
d. Arbitration Terms. 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 using the Services, 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.
e. Award. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
f. 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.
g. 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 court, including injunctive or declaratory relief and attorneys’ fees. In addition, for claims under $10,000 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.
h. 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.
g. 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 Services and any Services, then prior to accessing and/or using the Services, you may opt-out of this part of the Terms sending written notification to the following address:
1001 Bridgeway #502
Sausalito, CA 94965
Attn: General Counsel
h. 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 SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED.
i. 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.
j. 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 ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE.
k. Injunctive Relief. The foregoing provisions of this Section 14 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 Services or Velo’s intellectual property rights.
h. 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.
a. Suspension or Termination of Services. Velo and/or its Service Providers may at any time suspend or terminate all or any portion of the Services 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 Services will immediately be suspended or terminated, as applicable.
b. Closing your Account. You may close your Account at any time by contacting us. Upon your Account closure, we will cancel any pending transactions. 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.
c. 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.
a. Authorized Delegate. You acknowledge that, in providing the Services under these Terms, Velo acts as an authorized delegate of WUBS. WUBS’s use of any certain information necessary in connection with the Services, such as your banking details, Payee details, amounts or any other information related to the payment is subject to subject to the WUBS Privacy Statement.
b. 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:
1001 Bridgeway #502
Sausalito, CA 94965
Attn: General Counsel
c. 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.
d. Export Control. The United States controls the export of any software, content or materials downloadable from the Services. No software, content or any other materials associated with the Services 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 SERVICES, 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.
e. 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 Services and, to the fullest extent permitted under Applicable Law, your continued use of the Services constitutes your agreement to any modified Terms.
f. 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.
g. 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 Services, or if you are having any technical difficulties with the Services, please email us at firstname.lastname@example.org.