Velo Terms of Service

IMPORTANT: BY USING THE SERVICES (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN PLEASE DO NOT USE THE SERVICES.

These Velo Terms of Service apply to Velo’s delivery management solution for stores and all services in respect thereof (“Services”) provided by Velo App Ltd. and its affiliates (“Company” and “we”), to customers (“Customer” and “you”) who ordered a subscription package or service offering on Company’s online portal or entered into a written order that was signed by both parties (“Order”). These Velo Terms of Service together with the Velo Privacy Policy available at https://app.veloapp.io/static/privacy (together, the “Agreement”) constitute a binding agreement between you and Company. By accessing or using the Services in any way or manner you agree to abide by, and be bound, by the Agreement.

ARBITRATION NOTICE. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE IN SECTION 12 BELOW. EXCEPT FOR CERTAIN TYPES OF DISPUTES, AS EXPLAINED IN SECTION 12, USERS FROM THE U.S.A. AND COMPANY AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING INDIVIDUAL ARBITRATION, AND USERS FROM THE U.S.A. AND COMPANY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

We may unilaterally change or add to the terms of these Terms at any time. In the event of a material change, We shall notify you via email or by means of a prominent notice on the Services. You should check our Services periodically and review changes to the Terms at the following URL: https://app.veloapp.io/static/terms. By continuing to use the Services following such modifications, you agree to be bound by such modifications.

1. Grant of Right to Use and Restrictions.

1. Right to Use. Subject to the terms and conditions of this Agreement and the terms of the Order, Company shall grant you a non-exclusive, non-sublicensable and non-transferable right to use the Services during the applicable subscription term specified in the Order, solely for its intended purposes.

2. Restrictions. Except as expressly permitted herein, Customer shall not, directly or indirectly: (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share its account on the Services with or to any third party; (ii) use or permit the Services to be used in order to perform services for third parties, whether on a service bureau or time sharing basis or otherwise; (iii) disclose, publish or otherwise make publicly available the results of any benchmarking of the Services; (iv) use the Services for purposes of competitive analysis or the development of a competing software product or service; (v) use the Services in any manner that is prohibited by law, including without limitation, to export or access the Services from: (a) (or to a resident of or corporation incorporated in) Cuba, Iran, Lebanon, Libya, North Korea, Sudan or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S., Israel or any foreign agency or authority. Customer agrees to the foregoing and warrant that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (vi) exceed any use limitations or other restrictions that are specified in the Order; (vii) contest Company’s Intellectual Property Rights (as defined below) to the Company IPR (as defined below); (viii) use the Services for any purpose other than as permitted by this Agreement or attempt to access any part of the Services or its servers without authorization or by unauthorized means; (ix) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Services, such as features that restrict or monitor use of the Services; (x) use the Services in order to deliver any hazardous materials; or (xi) cause or permit any third party to do any of the foregoing. Customer is solely responsible for acquiring and maintaining all of the hardware and software necessary to access and make use of the Services.

2. Services.

1. Please note that the delivery areas may be limited. If the requested destination is not included in the delivery areas of the Services or the volume of your orders exceeds the capacity of deliveries then we may not be able to fulfill your order, please check the availability of the Services on Company’s website.

2. Please note that deliveries on the Services may be available only during certain days of the week and times of the day. Orders for deliveries outside these times will not be processed.

3. Prices vary based on package size or weight, type of delivered goods, the delivery service provider, the destination of delivery and other factors. If Customer fails to provide Company with full, correct and up-to-date information (e.g. regarding the size of the package), Company may charge the Customer for an additional shipment or increased fees.  The prices and features of the services may be changed, from time to time, at Company’s sole discretion. Company will notify you of changes to the prices and the price which will apply to your deliveries will be the applicable price at the time the delivery is ordered.

4. It is Customer’s sole responsibility and liability to provide full, accurate and up-to-date timely information regarding all deliveries; Customer shall pay for all deliveries required to be made due to failure to provide timely full, accurate and up-to-date information.

5. In order for Company to be able to provide the Services efficiently, Customer hereby agrees to grant Company access to and authorization to integrate through APIs with certain Customer accounts on third party platforms, such as Shopify and other platforms, and the authorization to process the information therein for the purpose of providing the Services to Customer. Customer hereby represents and warrants that it is duly authorized to grant such authorization and access.

6. You hereby acknowledge that the Company provides technological services and that deliveries and interfaces to third party delivery service providers are provided for your convenience. Company shall not have any liability or responsibility for any acts or omissions of such delivery service providers or for risk of loss to the Customer Products (defined below) and your sole remedy shall be reshipment. For any complaints related to the delivery services, Customer should send an email to office@veloapp.io and we will contact the relevant delivery service provider on your behalf. 

3. Warranties and Representations. Each party hereto represents and warrants that it has the right and power to enter into and fully perform the obligations it has undertaken under this Agreement. Customer warrants and represents that all products delivered using the Services and all packaging and documentation in connection therewith (“Customer Products”): (i) comply with all applicable laws, including consumer protection and privacy and data protection; and (ii) does not infringe any rights of any third party, including intellectual property rights. Customer shall defend Company and its shareholders, directors and employees from and against any and all claims in respect of the Customer Products or their delivery or any breach of the foregoing warranties and shall indemnify Company and its shareholders, directors and employees against any damages, losses and expenses arising in connection with such claim, including reasonable attorney's fees.

4. Consideration. In consideration for the right to use the Services, Customer shall pay Company the fees set forth in the Order plus VAT and sales taxes. Unless otherwise specified in the Order, all subscription fees and one-time fees shall be due and payable in advance and all subscription fees shall be paid either once a week or once a month. All amounts payable under this Agreement are exclusive of all taxes and duties of any kind, all of which shall be borne by Customer. Customer shall bear all applicable payment processing or bank fees. Customer may not withhold or se-off any amounts from payments due herein. If Customer is required to withhold or deduct any amount from any payment under this Agreement, Customer shall gross-up the payment such that after the withholding or deduction Company shall receive full payment in the amount equal to the fees set forth in the Order. All payments not made when due shall bear interest at the rate of 1.5% per month, or at the highest interest rate allowed by law, whichever is lower. All payments are made via a third party payment interface and payment shall be deemed made only once the full amount is received in Company’s account.

5. Confidentiality. Each party (“Receiving Party”) may have access to certain non-public or proprietary information or materials of the other party (“Disclosing Party”) whether in tangible or intangible form (“Confidential Information”). Without derogating from the foregoing, the Services and terms of the Agreement and the Order shall be deemed as Confidential Information. Receiving Party may use the Confidential Information solely for the purpose of exercising its rights under this Agreement. Receiving Party shall not disclose or make available the Confidential Information to any third party, except to its employees and consultants that have a need-to-know such information and that are bound by obligations at least as protective as provided herein. Receiving Party shall protect the Confidential Information using measures at least as protective as those taken to protect its own confidential information of like nature (but in no event less than a reasonable level of care). Receiving Party will promptly notify Disclosing Party in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information. Confidential Information shall not include: (i) information that was in the public domain at the time of disclosure or becomes in the public domain after disclosure not due to breach of this Agreement by Receiving Party; (ii) information that was already in the possession of the Receiving Party before disclosure herein; and (iii) information disclosed to Receiving Party by any third party who is not subject to confidentiality restrictions. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information that it is required to disclose pursuant to applicable laws or an order of any competent authority or court, provided that Receiving Party shall, if permitted by law, notify Disclosing Party in advance of such disclosure in order to enable Disclosing Party to seek confidential treatment or a protective order.

6. Ownership. Company or its licensors retain all right, title, interest in and to the Services, Feedback and all related documentation and Confidential Information and any modifications, improvements and derivatives thereof and all intellectual property rights thereto ("Company IPR"). This Agreement does not convey to Customer an interest in or to any Company IPR but only the limited right to use the Services pursuant to Section 1 above.

7. Feedback. Customer may provide Company with feedback regarding the Services and its use, including without limitation suggestions, ideas, bug notes and user experience reviews (collectively, “Feedback”). Company may, at no cost, freely use such Feedback, for any purpose whatsoever and Customer hereby assigns all right, title and interest in and to all Feedback to Company upon creation thereof.

8. Privacy. Company’s privacy policy is available at: https://app.veloapp.io/static/privacy. Customer shall ensure to establish the legal basis of processing of the personal information of its personnel and, if required by law, obtain the consent, of its users and any data subjects.

9. Disclaimer of Warranty. 

1. THE SERVICES ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES REMAINS WITH CUSTOMER.

2. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ERRORS/BUGS ARE REPRODUCIBLE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES.

3. COMPANY SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR THE CUSTOMER PRODUCTS OR ANY OF ITS SERVICES. WE ELECT NOT TO ACCEPT DELIVERIES OF CERTAIN PRODUCTS OR EVEN SUSPEND OR TERMINATE CUSTOMER’S ACCOUNT DUE TO INAPPROPRIATE CONTENT OR PRODUCTS, BUT DO NOT UNDERTAKE TO SCREEN ALL CONTENT OR PRODUCTS AND ARE NOT OBLIGATED TO DO SO.

10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, SHAREHOLDERS, SUPPLIERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES AND/OR LICENSORS (COLLECTIVELY, “AFFILIATES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION ANY LOSS OF BUSINESS, LOST PROFITS OR LOST OR DAMAGED DATA, SUFFERED BY ANY PERSON OR ENTITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL COMPANY'S AND ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENTS ACTUALLY MADE TO COMPANY FOR THE SERVICES DURING THE SIX (6) MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

11. Term and Termination.

1. The term of this Agreement shall be as set forth in the Order (“Initial Term”) and may be terminated earlier in accordance with this Section. The Initial Term shall renew automatically for subsequent renewal terms equal in length to the Initial Term (each a “Renewal Terms”), unless either party provides the other party with a two (2) days’ notice prior to the renewal effective date. The Initial Term and all Renewal Terms shall be defined together as the “Term”.

2. Upon termination or expiration of this Agreement: (i) the rights granted to Customer under this Agreement shall expire and Customer shall discontinue all further use of the Services; (ii) Customer shall pay in full all amounts due and owed to Company; and (iii) Customer shall, at Company's election, erase or return to Company all Confidential Information in its possession or under its control. Sections 1.2, 2.5, 3-10, 11.2, 12 and 13 shall survive any termination of this Agreement.  

12. BINDING ARBITRATION

1. Applicability of Arbitration Agreement for USA Users. All claims and disputes between users from the USA and Solidify, arising out of or relating to this Agreement or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis ("Disputes"), except that you and Solidify are not required to arbitrate any dispute for enforcement or infringement of either party's Intellectual Property Rights ("Excluded Disputes"). Any and all Disputes relating to, arising out of, or in any way in connection with your rights of privacy and publicity are not Excluded Disputes.

2. Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association ("AAA"). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with this Agreement. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator. Any Disputes where the total amount sought is less than $10,000 may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For Disputes where the total amount sought is $10,000 or more, the right to a hearing will be determined by the arbitral forum's rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

3. Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

4. Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Solidify. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and this Agreement. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Solidify.

5. Waiver of Jury Trial. YOU AND SOLIDIFY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, OTHER THAN IN RESPECT OF EXCLUDED DISPUTES. You and Solidify are instead electing to have claims and disputes resolved by arbitration. In any litigation between you and Solidify over whether to vacate or enforce an arbitration award, YOU AND SOLIDIFY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

6. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER, MARKETING AFFILIATE OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 12.12 below.

7. Confidentiality. No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

8. Right to Waive. Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

9. Opt-out. You may opt out of this arbitration agreement. If you do so, neither you nor Solidify can force the other to arbitrate. To opt out, you must notify Solidify in writing no later than thirty (30) days after first becoming subject to this Agreement. Your notice must include your name and address, the email address and phone number you provided through the App when you registered or made a purchase, and an unequivocal statement that you want to opt-out of this arbitration agreement. You must submit a request at the following email address: office@veloapp.io.

10. Small Claims Court. Notwithstanding the foregoing, either you or Solidify may bring an individual action in small claims court.

11. Arbitration Agreement Survival. This arbitration agreement will survive the termination of this Agreement and your relationship with Solidify.

12. Venue for Excluded Disputes. Excluded Disputes shall be governed by and construed exclusively in accordance with the laws of the State of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the competent courts of Tel Aviv-Jaffa, Israel in respect of Excluded Disputes and hereby submit themselves to the exclusive jurisdiction of these courts.

13. U.N. Convention. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded, whether the claim is in arbitration or at court.

13. Miscellaneous. Excluded Disputes and disputes with non-USA users shall be governed by and construed in accordance with the laws of Israel, without regard to the principles of conflict of law therein. The parties consent to the exclusive jurisdiction of the courts of Tel Aviv-Jaffa, Israel in respect of Excluded Disputes  and disputes with non-USA users and  the parties hereby submit themselves to the exclusive jurisdiction of these courts. The application of the United Nations Convention of Contracts for the International Sale of Goods or other international laws is expressly excluded, whether the claim is in arbitration or at court. This Agreement represents the entire agreement between Customer and Company regarding the subject matter herein and may be amended only by a written agreement of both parties. Company may collect, retain, use and transfer aggregate data regarding use of the Services without any restrictions. To the extent any conflict arises between the terms and conditions of this Agreement and those contained in the Order, the terms and conditions contained in this Agreement shall prevail. The failure of either party to enforce any rights granted herein or to take action against the other party in the event of any breach herein shall not be deemed a waiver by that party. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Customer may not assign its rights or obligations under this Agreement without the prior written consent of Company. Company may assign its rights and obligations under this Agreement to an affiliate or in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets.