Terms Of Services

Effective Date: April 17, 2025

Last Updated: April 17, 2025

These Terms of Service ("Agreement") constitute a binding contract between you ("Customer", "you", or "your") and Velará, Inc. ("Velará", "we", or "us"). This Agreement governs your access to and use of the Velará platform and services ("Services").

PLEASE READ THIS AGREEMENT CAREFULLY. It includes important information regarding your legal rights, including a mandatory arbitration agreement, a class action waiver, and limitations of liability.

By clicking “I Accept,” creating an account, or accessing or using any part of the Services, you agree to be bound by these Terms. If you do not agree, you may not use the Services.

1. Definitions

Account: Your registered user profile on the Velará platform.
Aggregated Statistics: De-identified and anonymized usage data used to enhance our platform and inform future developments.
Authorized User: Your employees, contractors, or agents you’ve permitted to access Velará under your account.
Confidential Information: Any non-public information disclosed by either party related to business, financials, software, trade secrets, etc.
Customer Content: Any data, media, or information you upload or input into Velará.
Documentation: Velará’s user guides, support materials, and product resources.
Intellectual Property: All Velará-owned or licensed content, trademarks, trade secrets, software code, and designs.
Output: AI-generated content, assets, or recommendations created using your input on the platform.
Services: The Velará marketing platform, web-based tools, integrations, and AI-powered services.
Third-Party Products: Any external tools or services connected to Velará (e.g., Google Ads, Meta).

2. Access and Use

(a) Eligibility

You may only use Velará if you are legally eligible to enter into binding contracts and are at least 18 years of age.

(b) Account Registration

You must provide accurate and complete information during registration and are responsible for keeping your credentials secure.

(c) Usage Restrictions

You may not:

Reproduce, resell, or redistribute the Services
Use bots, scrapers, or automated systems to access Velará
Reverse-engineer or attempt to extract source code
Use the Services in violation of applicable laws or third-party rights

(d) AI Output Usage

Output generated by Velará using your Input is owned by you, subject to any third-party content restrictions. Velará makes no representations about the originality, fitness, or IP clearance of Output.

(e) Modifications to Services

We may enhance, modify, or discontinue parts of the Services at any time, with or without notice.

3. Intellectual Property Rights

(a) Customer Content

You retain ownership of all Customer Content you upload. By submitting content, you grant Velará a limited license to process, store, and display it as needed to provide the Services.

(b) Velará Property

Velará retains all rights in the platform, software, AI models, UX/UI, and proprietary technology.

(c) Feedback

Any suggestions, improvements, or feedback you provide may be used by Velará without restriction or compensation.

4. Fees and Payment

(a) Subscription & Billing

Use of Velará may require payment of fees based on our pricing plan. You authorize Velará to charge your selected payment method on a recurring basis.

(b) Renewal

Your subscription renews automatically unless canceled prior to the renewal date.

(c) Free Trials

If applicable, free trials automatically convert to paid subscriptions unless canceled.

(d) No Refunds

All payments are final and non-refundable unless otherwise stated in writing.

(e) Failure to Pay

Unpaid invoices may result in suspension of your account or services.

5. Privacy and Data Protection

Your use of the Services is governed by our Privacy Policy, which explains how we collect, use, and store your personal data.

If your use involves personal data processing, you may request a Data Processing Addendum (DPA) as required by law (e.g., GDPR).

6. Confidentiality

Each party agrees to protect the other’s Confidential Information with reasonable care and not disclose it to third parties without prior written consent, except as required by law.

7. Third-Party Services

Velará may integrate with or allow access to third-party platforms. Use of these services is subject to their own terms. Velará is not responsible for third-party service failures or liabilities.

8. Termination

(a) By You

You may cancel your subscription or delete your account at any time through your dashboard.

(b) By Us

We may suspend or terminate your access for violations of this Agreement, fraudulent activity, or failure to pay fees.

(c) Effect of Termination

Upon termination, you lose access to the platform and data may be deleted in accordance with our retention policy.

9. Warranty Disclaimer

VELARÁ IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. WE DO NOT GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR YOUR INTENDED PURPOSES.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, VELARÁ’S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

11. Dispute Resolution

(a) Governing Law

This Agreement is governed by the laws of the State of New York, without regard to conflict of law principles.

(b) Arbitration Agreement

All disputes shall be resolved through binding arbitration in New York County, NY. You waive your right to a jury trial.

(c) Class Action Waiver

You agree to resolve any disputes individually and waive any right to participate in class actions or class arbitration.

12. Changes to These Terms

We may update this Agreement from time to time. When we do, we will revise the "Last Updated" date above. Continued use of the Services after changes means you accept the updated Terms.

13. Miscellaneous

Entire Agreement: These Terms constitute the entire agreement between you and Velará regarding the Services.
Severability: If any part of these Terms is found unenforceable, the rest remains in full force.
Assignment: You may not transfer your rights under this Agreement without Velará’s prior written consent.