Terms of Service and Master Services Agreement

1. Business-to-Business Agreement

Velvy provides its Services exclusively for business and professional purposes.

By accessing the website, accepting an Order Form, signing a proposal, clicking a checkbox referring to these Terms, submitting payment, or using any Services, the person accepting these Terms represents and warrants that:

1. The Client is acquiring the Services for business or professional purposes and not primarily for personal, family, or household use.
2. The person accepting these Terms is at least 18 years old.
3. The person has authority to bind the business identified in the applicable purchase, proposal, invoice, Order Form, or account.
4. The Client has read and agrees to these Terms.

If the person accepting these Terms does not have authority to bind the Client, that person must not accept the Terms, submit payment, or use the Services.

“Client,” “you,” and “your” mean the business purchasing or using the Services and its authorized users.

2. Contract Documents and Order of Precedence

These Terms may be supplemented by one or more proposals, statements of work, order forms, invoices, service descriptions, change orders, data processing agreements, or other documents accepted by the Client, collectively referred to as “Order Forms.”

Each Order Form is incorporated into these Terms.

In the event of a conflict:

1. A Data Processing Agreement controls solely with respect to the processing and protection of personal data.
2. An Order Form controls with respect to pricing, scope, deliverables, project-specific obligations, and the applicable subscription or service term.
3. These Terms control in all other respects.

Purchase-order terms, vendor-portal terms, procurement terms, or other terms supplied by the Client do not modify this Agreement unless Velvy expressly agrees to them in a writing signed by an authorized representative of Velvy.

3. Services

Velvy may provide services including:

• Website strategy, design, development, copywriting, hosting, maintenance, search optimization, analytics, and conversion optimization.
• AI receptionists, voice agents, chatbots, call routing, call summaries, scheduling, and customer-support systems.
• Email, SMS, follow-up, reminder, quote, booking, review, and workflow automations.
• CRM, calendar, payment, accounting, telephony, advertising, social-media, and other third-party integrations.
• Marketing strategy, AI-generated or AI-assisted text, images, video, audio, advertisements, social-media content, and campaigns.
• AI agents, internal tools, custom applications, software development, data integrations, technical consulting, and automation.
• Training, documentation, implementation, monitoring, support, and related professional services.

The precise Services, Deliverables, assumptions, exclusions, fees, and timeline will be stated in the applicable Order Form.

Velvy may use employees, contractors, affiliates, hosting providers, telecommunications providers, artificial intelligence providers, and other subcontractors to provide the Services.

Unless an Order Form expressly states otherwise, all timelines are estimates rather than guaranteed completion dates.

4. Client Responsibilities

The Client will:

1. Provide accurate, complete, current, and lawful information, materials, instructions, credentials, approvals, and access reasonably required to provide the Services.
2. Review requests for approval and provide feedback without unreasonable delay.
3. Designate an authorized representative who may make binding decisions concerning the project.
4. Maintain appropriate backups of the Client’s existing websites, systems, files, and data.
5. Obtain all licenses, permissions, notices, releases, and consents necessary for Client Materials, Client Data, communications, campaigns, recordings, and instructions.
6. Ensure that its products, services, prices, claims, licenses, policies, and business practices comply with applicable law.
7. Review and test Deliverables before public release or production use.
8. Maintain appropriate human supervision over AI systems and automated workflows.
9. Promptly notify Velvy of errors, security concerns, unlawful content, inaccurate information, or unauthorized access.
10. Use the Services only in accordance with these Terms, the applicable Order Form, and applicable law.

Velvy is not responsible for delays, additional costs, errors, or failures caused by inaccurate Client information, delayed approvals, unavailable personnel, missing access, third-party systems, Client modifications, or the Client’s failure to perform its responsibilities.

Any resulting delivery dates may be extended reasonably.

5. Client Materials and Instructions

“Client Materials” means content, trademarks, logos, images, recordings, voice samples, documents, databases, product information, business information, customer information, credentials, and other materials supplied or made accessible by or for the Client.

The Client represents and warrants that:

1. It owns or has all rights necessary to use and provide the Client Materials.
2. The Client Materials and instructions do not infringe intellectual-property, privacy, publicity, confidentiality, contractual, or other rights.
3. Velvy may lawfully process the Client Materials as necessary to provide the Services.
4. The Client Materials and instructions are accurate and are not fraudulent, misleading, defamatory, discriminatory, or unlawful.

Velvy may rely on the Client’s instructions and information without independently verifying them.

Velvy may refuse or suspend work that it reasonably believes is unlawful, deceptive, unsafe, infringing, unauthorized, or inconsistent with applicable platform rules.

6. AI Systems and Automated Outputs

The Client understands that artificial intelligence and automated systems are probabilistic and may generate incorrect, incomplete, outdated, biased, offensive, inconsistent, or unexpected results.

AI systems may misunderstand speech, names, addresses, prices, dates, availability, instructions, accents, background noise, or context. Automated systems may fail to trigger, send duplicate communications, route information incorrectly, or become unavailable.

The Client agrees that:

1. AI-generated or automated output must be reviewed by an appropriately qualified human before being relied on for material business, legal, financial, medical, safety, employment, insurance, credit, housing, eligibility, or similarly significant decisions.
2. Velvy does not warrant that AI output is accurate, complete, unique, non-infringing, or suitable for any particular purpose.
3. The Client remains responsible for all decisions, communications, publications, offers, prices, appointments, representations, and actions made through or based on the Services.
4. The Services are not a substitute for legal, medical, financial, accounting, emergency, or other regulated professional advice.
5. The Client will provide human escalation and correction procedures appropriate to the use case.
6. The Client will not deploy the Services for prohibited or high-risk decision-making without Velvy’s prior written approval and appropriate legal review.
7. The Client will not use AI-generated voices, images, video, or identities to impersonate a person, mislead the public, conceal sponsorship, or create deceptive endorsements.

Unless an Order Form expressly states otherwise, Velvy does not guarantee any business outcome, conversion rate, lead volume, appointment volume, revenue increase, cost reduction, search ranking, advertising performance, customer satisfaction level, or return on investment.

7. AI Receptionists, Calls, Recordings, and Messaging

This Section applies to voice agents, AI receptionists, call routing, automated calling, SMS, email, voicemail, chat, and other communications systems.

7.1 Allocation of Responsibility

As between Velvy and the Client, the Client determines:

• The recipients of communications.
• The content and purpose of communications.
• Whether communications are inbound, outbound, transactional, informational, or promotional.
• Whether calls or conversations are recorded or transcribed.
• What Client Data is collected.
• The hours, scripts, routing rules, escalation rules, and follow-up actions.
• The legal basis and consent relied upon for each communication.

The Client is the sender, caller, initiator, advertiser, or responsible business for communications made on its behalf, except to the extent applicable law expressly provides otherwise.

7.2 Required Compliance

The Client is solely responsible for determining and complying with all applicable requirements concerning:

• Telephone Consumer Protection Act requirements.
• Telemarketing and robocalling restrictions.
• National, state, provincial, and local do-not-call rules.
• Artificial or prerecorded voice restrictions.
• Call-recording and wiretapping laws.
• Caller-identification and disclosure requirements.
• SMS and commercial-email consent requirements.
• Unsubscribe, STOP, revocation, and opt-out requests.
• Quiet hours, frequency restrictions, suppression lists, and consent records.
• Consumer-protection, advertising, privacy, and industry-specific laws.
• AI disclosure and synthetic-media labeling requirements.

The Client must maintain verifiable records of consent where required and must promptly honor revocations, opt-outs, do-not-call requests, and suppression requests.

The Client must not instruct Velvy or any system to send communications to persons for whom the Client lacks the required consent or other lawful basis.

7.3 Required Notices

Where applicable, the Client must ensure that callers and users receive clear notice:

1. That they are interacting with an AI system rather than a human.
2. That a call or conversation may be recorded, monitored, or transcribed.
3. Of the identity of the business responsible for the call.
4. Of how their information will be used.
5. Of any required opt-out or human-escalation option.

Velvy may implement standard disclosures, but the Client remains responsible for determining whether the wording and placement comply with the laws applicable to the Client and its callers.

7.4 Limitations

AI receptionists and communications systems are not emergency services. The Client must not configure or market the Services as a substitute for emergency dispatch, 911, medical triage, crisis intervention, or other safety-critical services.

Velvy does not guarantee:

• That every call or message will be received, answered, delivered, transcribed, routed, recorded, or stored.
• That caller information or appointment details will be accurate.
• That telecommunications providers will maintain number availability or deliverability.
• That telephone numbers, sender IDs, domains, email accounts, or messaging accounts will not be suspended, filtered, labeled, restricted, or reclaimed.
• Continuous service during provider, carrier, internet, power, API, or integration outages.

8. Marketing, Advertising, Content, and Reviews

The Client is responsible for reviewing and approving all marketing content before publication.

The Client represents and warrants that all claims, comparisons, prices, testimonials, endorsements, statistics, performance statements, and offers it approves are truthful, non-deceptive, current, and adequately substantiated.

The Client must clearly disclose material connections, sponsorships, incentives, affiliate relationships, employee relationships, and the use of synthetic or AI-generated persons where required.

The Client will not use the Services to:

1. Create or publish fake reviews, fake testimonials, fabricated customer experiences, or fake social-media engagement.
2. Purchase, sell, or solicit reviews conditioned expressly or implicitly on positive or negative sentiment.
3. Misrepresent an employee, owner, contractor, relative, or affiliate as an independent customer.
4. Threaten, intimidate, or make false accusations to suppress a negative review.
5. Represent that displayed reviews include all or most reviews if reviews have been selectively excluded because of rating or sentiment.
6. Prevent dissatisfied customers from receiving the same genuine and optional opportunity to leave a public review that is offered to satisfied customers.
7. Violate the policies of Google, Meta, LinkedIn, TikTok, YouTube, review platforms, advertising networks, email providers, telecommunications carriers, or other platforms.
8. Use deceptive headers, caller identities, subject lines, sender names, claims, scarcity statements, or offers.
9. Send marketing communications without required consent, identification, contact information, and opt-out methods.

Velvy may suspend any campaign, funnel, workflow, or content that it reasonably believes creates legal, regulatory, platform, security, or reputational risk.

9. Third-Party Services and Integrations

The Services may depend on products and services supplied by third parties, including hosting, domain, cloud, AI, telephony, messaging, calendar, CRM, payment, analytics, accounting, advertising, and social-media providers.

Third-party services are governed by their own terms, privacy policies, acceptable-use policies, pricing, limits, and availability.

The Client authorizes Velvy to access, configure, and exchange information with Client-selected third-party services as reasonably necessary to provide the Services.

Velvy is not responsible for:

• Third-party outages, downtime, errors, security incidents, policy changes, price changes, API changes, account restrictions, data loss, or discontinuation.
• A third party’s rejection, filtering, suspension, termination, or limitation of a Client account, campaign, telephone number, sender ID, domain, advertisement, integration, or content.
• Charges imposed directly by third parties.
• Changes required because a third party modifies or discontinues its services.
• The acts or omissions of third parties outside Velvy’s reasonable control.

Work required because of a third-party change may be treated as additional out-of-scope work.

The Client is responsible for reviewing and accepting third-party terms where required.

10. Fees and Payment

The Client will pay the fees, deposits, subscriptions, usage charges, pass-through expenses, and taxes stated in the applicable Order Form or checkout page.

Unless otherwise stated:

1. Setup fees, deposits, implementation fees, design fees, and one-time project fees are non-refundable.
2. Recurring fees are billed in advance.
3. Usage-based and pass-through charges may be billed in arrears.
4. Work begins only after required deposits or initial payments have been received.
5. Velvy may apply payments first to overdue balances, fees, expenses, or interest.
6. The Client must raise any invoice dispute in writing within seven days after the invoice date, identifying the specific amount and basis of the dispute.
7. Undisputed amounts remain payable while a dispute is being resolved.
8. Bank, card, currency-conversion, telecommunications, platform, tax, and third-party fees are the Client’s responsibility unless expressly included.

The Client authorizes Velvy and its payment processor to charge the payment method supplied by the Client for all amounts due under the applicable Order Form.

The Client represents that it is authorized to use the payment method provided.

11. Recurring Billing and Automatic Renewal

When the Client purchases hosting, maintenance, support, software, AI receptionist, automation, messaging, monitoring, or another recurring Service, the Client authorizes automatic recurring charges at the frequency and price displayed at checkout or stated in the Order Form.

Unless the Order Form provides a minimum commitment:

1. The subscription renews automatically for successive billing periods until canceled.
2. Cancellation takes effect at the end of the then-current paid billing period.
3. Fees already charged are non-refundable and are not prorated.
4. The Client remains responsible for usage and third-party charges incurred before the effective cancellation date.
5. Deleting an integration, stopping use, disputing a payment, or failing to provide information does not itself cancel a subscription.
6. Cancellation must be completed through the available Stripe customer portal or sent in writing to hello@velvy.ai.

If an Order Form includes an initial or minimum term, the Client remains responsible for the fees due for that term unless the Order Form expressly permits early termination.

Velvy may change recurring prices by providing at least 30 days’ notice. The new price will apply beginning with the next renewal following the notice period. The Client may cancel before the new price takes effect.

12. Failed Payments, Suspension, and Collection

If a payment fails or becomes overdue, Velvy may:

• Retry the payment method.
• Suspend or restrict Services.
• Disable hosting, telephone numbers, automations, integrations, or access.
• Stop development or support.
• Withhold transfer of Deliverables or credentials.
• Charge reasonable collection costs.
• Charge interest at 1.5% per month or the maximum lawful amount, whichever is lower.

The Client is responsible for foreseeable data, operational, communication, or business consequences resulting from suspension for non-payment.

A payment dispute or chargeback does not eliminate the Client’s underlying payment obligation. Except where prohibited by law, the Client agrees to contact Velvy and allow a reasonable opportunity to investigate a suspected billing error before initiating a chargeback.

Velvy may recover reasonable legal fees and collection costs incurred in collecting undisputed overdue amounts, to the extent permitted by law.

13. Taxes

Fees do not include sales, use, value-added, goods and services, withholding, telecommunications, excise, or similar taxes unless expressly stated.

The Client is responsible for taxes arising from its purchase or use of the Services, excluding taxes imposed on Velvy’s net income.

If the Client is legally required to withhold an amount, the Client will gross up the payment so that Velvy receives the amount it would have received without the withholding, unless prohibited by law.

The Client is responsible for providing accurate billing, location, exemption, and tax-identification information.

14. Changes in Scope

Requests outside the agreed scope may require a written change order, revised fee, or revised schedule.

Examples of out-of-scope work include:

• New pages, features, integrations, languages, automations, campaigns, or content not included in the Order Form.
• Rework caused by changed instructions or approvals.
• Migration or repair of undocumented systems.
• Third-party API or platform changes.
• Remediation of Client modifications.
• Additional revision rounds.
• Legal, compliance, accessibility, security, or regulatory work not expressly included.
• Emergency or after-hours work.

Velvy is not obligated to begin out-of-scope work before the Client accepts the applicable change in writing.

15. Delivery, Testing, and Acceptance

The Client will review each Deliverable promptly after delivery.

A Deliverable is deemed accepted upon the earliest of:

1. The Client’s written acceptance.
2. The Client’s publication, launch, commercial use, or deployment of the Deliverable.
3. Five business days after delivery, unless the Client provides a written rejection identifying a material failure to conform to the applicable Order Form.

A rejection must describe the specific material nonconformity in sufficient detail for Velvy to investigate it.

Velvy’s obligation for a valid rejection is limited to using commercially reasonable efforts to correct the material nonconformity.

Requests based on preference changes, new instructions, new requirements, third-party changes, or matters outside the agreed scope are not defects and may be billed separately.

16. Websites, Hosting, Domains, and Maintenance

Unless expressly included in an Order Form:

• Velvy does not guarantee uptime, uninterrupted hosting, search ranking, website traffic, browser compatibility, accessibility certification, legal compliance, security certification, or freedom from all vulnerabilities.
• Hosting, domain, email, plugin, software, and third-party license fees are separate.
• Maintenance does not include redesigns, new functionality, content creation, recovery from Client modifications, or remediation of third-party issues.
• The Client is responsible for maintaining current business information, prices, licenses, disclaimers, policies, and legally required website content.
• The Client is responsible for maintaining independent backups after handoff.
• Velvy is not responsible for domain expiration, account suspension, or service interruption caused by failed payment, inaccurate contact details, Client action, provider action, or failure to renew.

Where Velvy acquires a domain or third-party account on the Client’s behalf, transfer may be conditioned on full payment and completion of required provider procedures.

17. Intellectual Property

17.1 Client Materials

The Client retains ownership of Client Materials.

The Client grants Velvy and its subcontractors a worldwide, non-exclusive, royalty-free license to host, reproduce, modify, transmit, display, analyze, and otherwise use Client Materials solely as reasonably necessary to provide, support, secure, and improve the Client-specific Services.

17.2 Velvy Technology

Velvy retains all rights in:

• Pre-existing and independently developed software.
• Reusable code, components, libraries, connectors, agents, workflows, prompts, templates, frameworks, designs, processes, methods, documentation, and tools.
• General skills, ideas, concepts, know-how, and techniques.
• Improvements and modifications to the foregoing.
• Administrative systems, deployment systems, monitoring systems, internal tools, and platform technology.
• Materials not expressly identified in an Order Form as Client-owned Deliverables.

These items are “Velvy Technology.”

17.3 Client-Owned Deliverables

After Velvy receives all amounts due under the applicable Order Form, the Client will own the final custom Deliverables expressly identified in that Order Form as “Client-Owned Deliverables.”

Drafts, unused concepts, development tools, source materials, Velvy Technology, third-party materials, open-source software, stock assets, fonts, platform components, AI models, and materials subject to separate licenses are excluded.

To the extent Velvy Technology is embedded in a Client-Owned Deliverable, Velvy grants the Client a non-exclusive, perpetual, worldwide license to use that embedded Velvy Technology solely as part of and as necessary to use the paid Deliverable for the Client’s internal business and customer-facing operations.

The Client may not extract, resell, sublicense, reverse engineer, or use Velvy Technology to create a competing product or service.

17.4 Third-Party and Open-Source Materials

Third-party and open-source materials remain subject to their applicable licenses. Velvy does not transfer ownership of those materials.

The Client is responsible for fees and continued compliance associated with third-party assets and services after handoff.

17.5 Feedback

The Client grants Velvy a perpetual, irrevocable, worldwide, royalty-free right to use suggestions and feedback without restriction or compensation, provided Velvy does not publicly identify the Client as the source without permission.

17.6 Portfolio Use

Unless an Order Form states otherwise or the Client opts out in writing before public launch, the Client grants Velvy permission to identify the Client as a customer and display the Client’s name, logo, non-confidential Deliverables, and an accurate description of the work in Velvy’s portfolio, proposals, case studies, and marketing.

Velvy will not disclose the Client’s confidential information or private performance data without permission.

18. Confidentiality

“Confidential Information” means non-public information disclosed by one party that should reasonably be understood as confidential.

Confidential Information does not include information that:

• Is or becomes public without breach of this Agreement.
• Was lawfully known without restriction before disclosure.
• Is received lawfully from a third party without confidentiality obligations.
• Is independently developed without use of the other party’s Confidential Information.

Each party will:

1. Use the other party’s Confidential Information only to perform or receive the Services.
2. Protect it using reasonable care.
3. Disclose it only to personnel, professional advisers, and subcontractors who need it and are subject to appropriate confidentiality obligations.

A party may disclose Confidential Information when legally required, provided it gives advance notice where lawful and reasonably cooperates with protective measures.

Confidentiality obligations continue for three years after disclosure. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

19. Data Protection and Security

Velvy’s Privacy Policy describes how Velvy handles personal information for its own business purposes.

Where Velvy processes personal data on the Client’s behalf through the Services:

1. The Client is the controller, business, or equivalent responsible party.
2. Velvy acts as the processor, service provider, contractor, or equivalent role.
3. Velvy will process the data to provide the Services, follow lawful documented Client instructions, secure the Services, prevent fraud and abuse, and comply with law.
4. The Client is responsible for its privacy notices, legal bases, consents, data-subject requests, retention instructions, and instructions to Velvy.
5. The Client will not provide data that the Client lacks authority to provide.
6. The Client will not knowingly direct Velvy to collect or process regulated sensitive data without Velvy’s prior written approval and any required additional agreement.

The Client must not provide full payment-card numbers, payment authentication data, government identification numbers, medical records, biometric identification templates, precise financial-account credentials, passwords belonging to individual customers, or children’s data unless Velvy has expressly agreed in writing to process that category of data.

Velvy will implement reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services. No system can be guaranteed completely secure, uninterrupted, or immune from unauthorized access.

A separate Data Processing Agreement may be required where applicable law or the Order Form requires one.

20. Acceptable Use

The Client must not use the website or Services to:

• Violate any law, regulation, court order, platform policy, or third-party right.
• Commit fraud, deception, harassment, discrimination, defamation, or unlawful surveillance.
• Send spam, unlawful telemarketing, or unauthorized automated communications.
• Collect or process personal data without a lawful basis.
• Facilitate malware, phishing, credential theft, unauthorized access, security attacks, or harmful code.
• Impersonate another person or conceal a required disclosure.
• Generate unlawful sexual content, child exploitation material, extremist content, or content that promotes serious harm.
• Make automated decisions prohibited by law.
• Circumvent usage restrictions, access controls, rate limits, or security measures.
• Reverse engineer, scrape, copy, benchmark for competitive purposes, or exploit Velvy Technology except where applicable law expressly prohibits such restriction.
• Interfere with the integrity, performance, or availability of the Services.
• Resell or provide the Services to third parties unless authorized in an Order Form.

Velvy may investigate suspected violations and may suspend or terminate access without liability when reasonably necessary to protect Velvy, a third party, the Services, or the public.

21. Limited Service Warranty

Velvy warrants that professional services will be performed in a professional and workmanlike manner consistent with generally accepted industry practices.

The Client must report a claimed breach of this warranty within ten days after the applicable service or Deliverable is provided.

The Client’s exclusive remedy and Velvy’s entire obligation for breach of this warranty is for Velvy, at its option, to:

1. Reperform the affected Service.
2. Correct the affected Deliverable.
3. Refund the portion of fees paid specifically for the materially nonconforming Service.

This warranty does not apply to problems caused by Client Materials, Client instructions, Client modifications, third-party services, normal wear, unsupported use, misuse, or matters outside the agreed scope.

22. Disclaimer of Warranties

Some jurisdictions do not permit certain warranty exclusions. In those jurisdictions, the exclusions apply only to the maximum extent permitted by law.

23. Client Indemnification

The Client will defend, indemnify, and hold harmless Velvy, its affiliates, and their officers, directors, employees, contractors, agents, successors, and suppliers from claims, investigations, demands, proceedings, damages, judgments, settlements, fines, penalties, liabilities, losses, and reasonable legal fees arising from or relating to:

1. Client Materials, Client Data, Client products, Client services, or Client instructions.
2. The Client’s use or deployment of the Services or Deliverables.
3. Calls, recordings, transcripts, texts, emails, advertisements, reviews, endorsements, campaigns, or other communications made for the Client.
4. The Client’s failure to obtain required consent, permission, disclosure, notice, or authorization.
5. The Client’s violation of privacy, telecommunications, marketing, consumer-protection, employment, intellectual-property, accessibility, or other laws.
6. A claim that Client Materials or Client instructions infringe or violate third-party rights.
7. False, misleading, unsubstantiated, defamatory, discriminatory, or unlawful claims approved or supplied by the Client.
8. The Client’s breach of these Terms or an Order Form.
9. The acts or omissions of Client personnel, customers, agents, or contractors.
10. Taxes or regulatory obligations attributable to the Client’s business.

The indemnified party will provide reasonable notice of the claim and reasonable cooperation at the Client’s expense.

The Client may not settle a claim in a manner that admits fault by, imposes liability on, or restricts Velvy without Velvy’s written consent.

24. Limited Intellectual-Property Remedy

If a third party claims that a Client-Owned Deliverable created solely by Velvy infringes that party’s United States copyright or trademark, Velvy may, at its option:

1. Obtain a continued right for the Client to use the affected Deliverable.
2. Modify or replace the affected Deliverable.
3. Terminate the affected portion of the Services and refund the fees paid specifically for that unusable portion.

Velvy has no obligation for claims arising from:

• Client Materials or instructions.
• Third-party or open-source materials.
• AI-generated content.
• Modifications not made by Velvy.
• Use outside the agreed scope.
• Combination with items not supplied by Velvy.
• Continued use after Velvy offers a non-infringing replacement.
• A trademark, name, domain, or content selected or approved by the Client.

This Section states Velvy’s entire obligation and the Client’s exclusive remedy for intellectual-property infringement claims.

25. Limitation of Liability

The exclusions and limitations apply regardless of the legal theory, whether contract, warranty, statute, tort, negligence, strict liability, indemnity, or otherwise, and even if a party was advised that damages were possible.

The limitations apply collectively to Velvy and its affiliates, personnel, contractors, and suppliers and are an essential basis of the bargain.

Nothing in these Terms excludes liability that cannot legally be excluded.

The limitations applicable to Velvy do not limit:

• The Client’s payment obligations.
• The Client’s indemnification obligations.
• Liability arising from the Client’s infringement or misuse of Velvy Technology.
• The Client’s fraud, willful misconduct, or violation of the acceptable-use provisions.

26. Term and Termination

These Terms begin when first accepted and continue while the Client accesses the website, uses the Services, or has an active Order Form.

Either party may terminate an Order Form as permitted by that Order Form.

If an Order Form does not state a termination process:

• Either party may terminate ongoing month-to-month Services with 30 days’ written notice.
• One-time project work may not be terminated for convenience after work begins without payment for work performed, committed resources, non-cancellable expenses, and any termination fee stated in the Order Form.

Either party may terminate for material breach if the breach is not cured within ten days after written notice.

Velvy may suspend or terminate immediately if:

• The Client fails to pay.
• The Client violates Section 20.
• The Services create a security, legal, regulatory, platform, or reputational risk.
• Continued service could expose Velvy or another person to liability or harm.
• A third-party provider suspends a required service.
• The Client becomes insolvent or ceases business.

27. Effect of Termination

Upon termination:

1. The Client must pay all accrued fees, committed fees, usage charges, third-party expenses, and other amounts due.
2. The Client’s right to use Velvy-hosted Services and Velvy Technology ends, except for licenses expressly stated to survive.
3. Velvy may disable automations, telephone numbers, hosting, integrations, and accounts controlled by Velvy.
4. The Client is responsible for arranging replacement hosting, communications, vendors, and services.
5. Subject to payment and technical feasibility, Velvy will provide a reasonable opportunity to export Client Data for up to 15 days.
6. Transition, migration, restoration, export, or handover work may be billed at Velvy’s then-current rates.
7. Velvy may delete Client Data after the applicable export period, subject to backups, legal requirements, and its Data Processing Agreement.

Termination does not entitle the Client to a refund except where expressly stated in an Order Form or required by law.

Sections intended by their nature to survive will survive, including payment, intellectual property, confidentiality, indemnification, disclaimers, liability limitations, dispute resolution, and general provisions.

28. Force Majeure

Velvy is not liable for delay, interruption, or failure caused by events beyond its reasonable control, including:

• Internet, cloud, hosting, telecommunications, carrier, utility, or power failures.
• Cyberattacks, denial-of-service attacks, widespread vulnerabilities, or malware.
• Third-party API, AI-provider, payment-provider, or platform failures.
• Natural disasters, severe weather, fire, flood, earthquake, epidemic, or pandemic.
• War, terrorism, civil unrest, labor disputes, or supply shortages.
• Government action, sanctions, law changes, or regulatory restrictions.
• Failure of a Client or third party to provide required information, access, or performance.

Velvy will use commercially reasonable efforts to resume affected Services.

29. Dispute Resolution

29.1 Informal Resolution

Before commencing arbitration, the complaining party must send a written notice describing the dispute and requested relief.

The parties will attempt in good faith to resolve the dispute for 30 days after receipt of the notice.

29.2 Binding Arbitration

Except for matters eligible for small-claims court and requests for temporary or injunctive relief concerning intellectual property, confidentiality, security, or unauthorized system access, any dispute arising out of or relating to these Terms, an Order Form, or the Services will be resolved by final and binding arbitration.

The arbitration will:

• Be administered by the American Arbitration Association under its Commercial Arbitration Rules.
• Be decided by one arbitrator.
• Be conducted in English.
• Be conducted remotely by video or telephone unless the arbitrator determines an in-person hearing is necessary.
• Have its legal seat in Sheridan County, Wyoming.
• Permit a court of competent jurisdiction to enter judgment on the award.

Each party will bear its own legal fees and share administrative and arbitrator fees equally, except where the arbitrator awards fees under applicable law or determines that a claim or defense was frivolous or brought in bad faith.

29.3 Class and Representative Action Waiver

29.4 Jury-Trial Waiver

30. Governing Law

These Terms, each Order Form, and all disputes are governed by the laws of the State of Wyoming, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

For claims not subject to arbitration, the parties consent to exclusive jurisdiction in the state and federal courts located in or having jurisdiction over Sheridan County, Wyoming.

31. Changes to These Terms

Velvy may update these Terms from time to time.

Changes will not retroactively alter the commercial terms of an existing fixed-term Order Form unless:

• The change is required by law.
• The change is necessary to address security, abuse, or third-party requirements.
• The Client affirmatively accepts the change.
• The Order Form permits the change.

For ongoing Services, Velvy will provide reasonable notice of material changes by email, through the Services, or on the website.

Continued use after the effective date constitutes acceptance of the updated Terms.

32. General Provisions

32.1 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, fiduciary, employment, or exclusive relationship.

32.2 Assignment

The Client may not assign these Terms or an Order Form without Velvy’s written consent.

Velvy may assign this Agreement to an affiliate or in connection with a merger, financing, reorganization, sale of assets, or transfer of the applicable business.

32.3 Notices

Legal notices must be sent by email to hello@velvy.ai and will be effective when receipt is confirmed.

Velvy may send operational notices to the Client’s account, billing, or project email address.

32.4 Electronic Communications and Signatures

Electronic acceptance, signatures, payment records, and communications have the same effect as originals and may be used as evidence of the parties’ agreement.

32.5 No Waiver

Failure to enforce a provision is not a waiver. A waiver is effective only if written and signed by the waiving party.

32.6 Severability and Reformation

If a provision is unenforceable, it will be enforced to the maximum lawful extent or modified narrowly to make it enforceable. The remaining provisions remain effective.

32.7 No Third-Party Beneficiaries

These Terms benefit only the parties and permitted successors and assigns.

32.8 Headings

Headings are for convenience and do not affect interpretation.

32.9 Entire Agreement

These Terms and applicable Order Forms constitute the entire agreement concerning their subject matter and replace prior or contemporaneous communications and understandings concerning that subject matter.

33. Contact Information