Terms Of Use - Legal Portal

VELO SERVICES TERMS OF USE

Last Updated Date: July 5, 2022

1. PURPOSE OF THE SERVICE:

Puro.earth has entered into a contract with Velo Payments Inc. to provide payment services in relation to the carbon credit transactions (CORCs and other Puro.earth issued digital assets) transacted via Puro.earth. The purpose of payment service is to increase efficiency and transparency in the payment flows for all participants and automate and digitalize the payment process. The acceptance of these Terms of Use is a prerequisite for entering into Puro.earth’s Platform Agreement (refer to “Appendix 2: Puro.earth Standard and Marketplace General Rules Annex H”). The payment service means that the settlement amount for the transacted carbon credits will be channeled via an interim account administered by Velo Payments Inc. and immediately released to the Seller once Puro.earth has confirmed the transfer of the transacted carbon credits to the Buyer’s account in Puro.earth’s registry for carbon credits, or the transacted carbon credits have been retired.

2. INTRODUCTION.

These Terms of Use (the “Terms”) set forth the legally binding terms governing User access to and User 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) (collectively the “Services” and/or “Site”). In these Terms, “User” refers to the company that is using the Services and/or Site to pay for the purchase of (“Buyer”) or receive payment for the sale of (“Seller”) carbon offset certificates (unless the context requires otherwise), and “we”, “us” and “our” refer collectively to Velo. These Terms set forth our obligations to User, and User obligations to us in relation to the use of the Site. By accessing and using the Site User 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.

3. DESCRIPTION OF THE SERVICES.

The Services provides online payment facilitation and processing provided by us or our licensors through or in connection with the service, which allow Puro.earth clients (“Buyers”) to make payments to other designated parties (“Sellers”) strictly for lawful business purposes of carbon credit transactions (the “Service”). Velo shall have no responsibility for the acts or omissions of the Buyer or Seller(each, a “User”).

4. VELO CONTRACTORS.

Velo, in its sole discretion, may authorize any of its affiliates, agents, contractors and suppliers to provide any of the Services or related obligations. Any disclosures of information made by Velo to such parties as necessary to perform the Services will be made in accordance with the Privacy Policy.

5. ACCOUNT REGISTRATION; COMMUNICATION.

a) Registration. In order to access and use the Service, User shall be required to apply for and register an account on the Site (“Account”), which shall be authorized in Velo's sole discretion.

Eligibility. User represents that User has all corporate power and authority to legally bind the Buyer and/or Seller . When User register for an Account, User shall be asked to provide certain company Information (as defined in the Privacy Policy) including but not limited to, Username, address, phone number or email address and other information applicable to User. Only User or those authorized by User may access this website on User's behalf (each an “Authorized User”) may submit payment instructions through this Site.
Bank Account. In order to register for an Account, Sellers are required to provide account information for a valid bank account that Seller has control over (“Bank Account”). User agree to provide us with information to validate Seller 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 Business” or other information related to the verification of a Seller or Buyer, (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 User Bank Account will be unable to be completed if User do not complete the registration of User Bank Account. User 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 User Account. Velo disclaims all liability in connection with User failure to authenticate User Bank Account, including any failure to receive payments.
Accuracy of Information. User agree that the company information User provide to Velo upon registration and at all other times will be true, accurate, current and complete, and User agree to maintain and update this company information with us as necessary. If we have reasonable grounds (as determined by us in our sole discretion) to suspect that the company information User 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 User make through the Site and/or to suspend or terminate User Account. Please see our Privacy Policy at www.velopayments.com/privacy for more information on our practices with respect to company information. We shall have no liability associated with or arising from User failure to maintain accurate company information in connection with User Account, including, but not limited to, User failure to receive critical information about Velo and/or the Site.
Authority. User 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. User agrees not to share User Credentials with any other third party without in each instance the prior approval of Velo (and/or its designees). Users are solely responsible for all use of User Account, for protecting the confidentiality and security of User Account, and for ensuring that access to and use of User Account complies fully with these Terms. User acknowledge and agree that any use of User Account through User Credentials, including through all officers, employees, agents, representatives and others having access, shall legally bind User and deemed to be User actions upon which we may rely. User agree to notify Velo immediately if User suspect any unauthorized access to and use of User Credentials or any other breach of security. We assume no responsibility for any damage or loss to User computer or other property that may result from using the Services.
Authentication. User hereby authorize Velo, directly or through third parties, to take all actions deemed necessary to validate Buyer or Seller identity and/or authenticate User 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 User for any fees in connection with the identity authentication, screening, monitoring, investigations and similar activities in connection with User 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.

6. RECEIPT OF FUNDS.

a) Payments. Seller authorizes us and our Service Provider to receive funds on Customer Payment Account and to initiate payment from Customer Payment Account to Seller Bank Account, including any adjustments required for any transactions which are made in error. Any initiation of transaction from Customer Payment Account to Seller Bank Account is subject to confirmation by Puro.earth that the carbon credit instrument(s) related to the payment has been transferred from Seller to Buyer. Though we may provide an estimate of the processing time, we cannot guarantee Seller bank will make funds available upon receipt and are not responsible for any delays or any action made by User bank with respect to the payment.

b) Funds held on the Customer Payment Account is in the benefit of Seller.

c) Transaction Error. In the event of an error, User gives Velo permission, subject to Velo’s compliance with applicable law, to make appropriate corrections by debiting or crediting User Velo balance or debiting or crediting User Bank Account if User Bank Account is a US bank account. If international bank account Velo will have to correct payment by crediting User Bank Account.

d) Transaction History. User may view User transaction history by logging into User Account.

7. PROVISION OF THE SERVICES.

a) Required Information. As requested by us from time to time, in order to use the Services, User will promptly provide us with all Required Information, in such forms and manner requested by us. All Required Information provided by User will be accurate and complete, and User will immediately inform us of any change in such Required Information. User also authorize us to request Required Information about User from third parties (for example, to verify User identity). User acknowledges that User 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 Business” or other information related to the verification of a Buyer’s or a Seller’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 User 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 User outstanding voting securities or interests.)

b) Required Disclosure. User agrees 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, User agree to provide any additional information that Velo and its Service Providers may need to satisfy its obligations under this Agreement

8. OWNERSHIP AND USE OF THE SITE AND/OR 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 User a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to access and use the Site, subject to User 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 User at any time (and from time to time) for any or no reason.

c) 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 User.

d) USER UNDERSTAND AND AGREE THAT USER USE OF THE SITE, ANY PAGE(S) THEREIN, AND/OR ANY ASSOCIATED SERVICE(S) IS SOLELY AT USER OWN RISK AND THAT USER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER COMPUTER, ANY OTHER EQUIPMENT OR ANY FACILITY, ANY INJURY, LOSS OF DATA OR OTHER DAMAGES THAT MAY RESULT FROM SUCH USE.

9. RESTRICTIONS ON ACCESSING AND USING THE SITE AND OR SERVICES.

a) User hereby represent, warrant and agree that User have authorization to use the Site and have the right to bind the company or other organization User 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 User under these Terms, User agree to comply with the below rules.

User may not use the Service for any illegal purposes or in any attempt to abuse, exploit or circumvent any law or regulation; 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; 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); “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; 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); impersonate any person or entity, including, but not limited to a representative of Velo, or falsely state or otherwise misrepresent User affiliation with a person or entity; 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; link or “deeplink” to, frame or otherwise reproduce any of the Site, without Velo’s prior written consent; 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; except as otherwise permitted under the Terms, User may not upload, transmit or broadcast any commercial messages, text, photographs, video or audio content to or through the Site; use the Site for any purposes not permitted by these Terms or as otherwise prohibited by Velo.
User agree to comply with all Applicable Law relating to User 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).
User agree to immediately notify us if User suspect illegal, fraudulent or abusive activity, or any activity in violation of these Terms or Applicable Law, including any unauthorized access to User Account. If User notify us or if we otherwise suspect such activity, User agree to cooperate with us in any investigation and to use any prevention measures we prescribe.

10. USER CONTENT AND CONDUCT.

a) Uploads. Where applicable on the Site, User may be permitted to upload User own content, including a passport, driver’s license, or other government issued photo identification document (“User Content”). User understand that all User Content is User 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. User agree that User 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.

b) License. By uploading any User Content to or through the Site, User hereby grant Velo the right to access and use the User Content as necessary to provide the Service as set forth in these Terms. User represent and warrant that: User own or have a valid license to use the User Content uploaded by User on or through the Site; and the uploading of 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.

11. 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.

12. CONFIDENTIALITY; PRIVACY.

a) All information contained in or accessed through the Site, including User Content and any other Site content (“Confidential Information”) must be kept confidential. User access to the Confidential Information is based upon User business need for such access. User shall use Confidential Information solely for authorized Velo business purposes, and for the permitted purposes of this Site. User understand that the Confidential Information accessible by User is not accessible by, nor should it be disclosed to, any other persons except as specifically authorized by Velo. User shall not allow any unauthorized person access to the Site or the Confidential Information using User 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, User shall assert the privilege applicable to confidential business and proprietary information and shall seek to protect it to the fullest extent allowed by law; User shall promptly notify Velo in writing (and any company or organization User are representing when using this Site) of any such request for disclosure.

b) User 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 User actions on and/or through the Site, before further using the Site, as User shall be bound by the terms of such Privacy Policy, which is incorporated herein by reference.

13. INDEMNITY AND HOLD HARMLESS.

a) User 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 User use or misuse of the Site, User breach or alleged breach of any of this Agreement, User violation of Applicable Law, or User breach or alleged violation of the patent, copyright, trademark, proprietary or other rights of third parties, including with respect to any User Content User upload to the Site.

b) Should Velo cause any payment to be sent to the incorrect Seller or other incorrect recipient, Velo agrees to be responsible to correct such error, provided that such error was caused solely by Velo. If Velo is unable to correct such error within reasonable time, Velo agrees to indemnify and hold harmless User from any lost funds arising directly from such error.

14. DISCLAIMER OF WARRANTIES.

a) User understands and agrees that Users use of Service and the Site is solely at Users own risk and that User shall be solely responsible for any damage to Users computer or any other equipment or property or loss of data that may result from User use of Service and the Site. Any decision or action taken by User on the basis of information or content provided on the Site is at User sole discretion and risk

b) 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.

c) User may be charged additional fees from User bank please check with User bank regarding any such charges or fees. No advice or information, whether oral or written, obtained by User from us, or another User or through the Site shall create any warranty not expressly made herein. User may not rely on any such information or advice.

d) User further agree that Velo shall have no responsibility or liability for

the products or services for which a Seller are paid for by Buyer via the Site;
unauthorized access to or alteration of User transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the Service;
any of User acts or omissions, including any dispute related to amounts paid or payable to Seller or User failure of to pay any amounts;
any loss due to payments to unintended users due to the input by User 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.

15. LIMITATION OF LIABILITIES AND RELEASE OF LIABILITY.

a) EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, USER AGREES THAT THE ENTIRE LIABILITY OF VELO AND ITS SERVICE PROVIDERS TO USER OR ANY THIRD PARTY, AND THAT USER 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.

b) User 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.

16. GOVERNING LAW.

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. User 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).

17. TERMINATION.

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 and/or its Service Providers each in their sole discretion. Upon such event, User access to and/or use of the affected Services will immediately be suspended or terminated, as applicable.

b) Closing User Account. User may close User Account at any time by contacting us. Upon User Account closure, we will cancel any pending transactions. Seller acknowledge that if Seller continues to have a relationship with Buyer and Seller choose to close Seller Account, Seller will not be able to receive any further payments from Buyer unless an Account is re-opened or a new one is opened.

c) Investigations. User may not close User Account to evade an investigation. If User attempt to close User 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. User agree to cooperate in any investigation of any suspected unlawful, fraudulent or improper activity and will remain liable for all obligations related to User Account even after the Account is closed.

18. MISCELLANEOUS.

a) 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.

b) 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. User must review the then-current terms prior to any further use of this Site and, to the fullest extent permitted under Applicable Law, User continued use of the Site constitutes User agreement to any modified Terms.

c) 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.

d) Entire Agreement. This Agreement constitutes the entire, complete and exclusive agreement between User 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.

e) 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.

19. CONTACT US.

If User have any questions, complaints or claims about the Site, or if User are having any technical difficulties with the Site, please email us at support@velopayments.com.