Terms of Service

v3.2

The rules and conditions governing your use of the VELO platform and payment infrastructure.

Effective:

January 15, 2026

Last updated:

February 10, 2026

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01

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and VELO Protocol, Inc. ("VELO," "we," "us," or "our") governing your access to and use of the VELO payment infrastructure platform, including all APIs, SDKs, dashboards, documentation, and related services (collectively, the "Services").


By creating an account, accessing, or using the Services, you agree to these Terms. If you are using the Services on behalf of a company or other entity, you represent that you have the authority to bind that entity. If you do not agree, do not use the Services.

02

Eligibility

To use the Services, you must:


  • Be at least 18 years of age or the age of legal majority in your jurisdiction
  • Be a registered business entity (sole proprietorship, LLC, corporation, or equivalent) in good standing

  • Successfully complete our KYC/KYB verification process

  • Not be located in, or a national of, any country subject to U.S. or applicable sanctions

  • Not appear on any applicable denied persons, sanctioned entities, or restricted parties lists


We reserve the right to refuse service, terminate accounts, or cancel transactions at our sole discretion if eligibility requirements are not met.

03

Account & API Access

You are responsible for maintaining the confidentiality of your account credentials, API keys, and webhook signing secrets. You agree to:


  • Use strong, unique passwords and enable multi-factor authentication

  • Never share API keys in client-side code, public repositories, or unsecured channels

  • Rotate API keys periodically and immediately upon any suspected compromise

  • Promptly notify VELO of any unauthorized access or security breach at security@veloprotocol.com


You are liable for all activity under your account, including activity by employees, contractors, or third-party integrators you authorize to access the Services.

04

Use of Services

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. You agree not to:


  • Use the Services for any illegal purpose, including money laundering, terrorist financing, or sanctions evasion

  • Process payments for prohibited business categories (as defined in our Acceptable Use Policy)

  • Reverse engineer, decompile, or attempt to derive the source code of any VELO software

  • Exceed published API rate limits or attempt to circumvent rate-limiting mechanisms

  • Resell, sublicense, or white-label the Services without prior written approval

  • Interfere with or disrupt the integrity or performance of the Services or related infrastructure

  • Transmit viruses, malware, or any code designed to impair the Services

05

Payments & Settlement

Transaction processing. VELO processes payment transactions as instructed via the API. Once a payment is submitted and accepted, it enters our settlement pipeline. Settlement times vary by payment method, currency corridor, and destination country.


Currency conversion. When a transaction requires currency conversion, we apply mid-market exchange rates as published at the time of transaction processing. Rates are locked at the moment of transaction confirmation.


Refunds and chargebacks. You are responsible for managing refunds and chargebacks in accordance with card network rules and applicable law. VELO provides tools and APIs to facilitate this process but does not assume liability for chargeback losses.


Settlement holds. We reserve the right to hold funds when our risk models detect anomalous activity, when required by regulatory obligations, or when investigating potential violations of these Terms. We will notify you promptly and aim to resolve holds within 5 business days.

06

Fees & Billing

Fees for the Services are set forth in the pricing plan selected during onboarding or in a separately executed Order Form. Unless otherwise stated:


  • Transaction fees are deducted from settled amounts before remittance to your designated bank account

  • Platform fees (if applicable) are invoiced monthly and payable within 30 days of the invoice date

  • All fees are exclusive of applicable taxes (VAT, GST, sales tax), which will be added where required

  • We may adjust fees with 30 days' prior written notice; continued use after the effective date constitutes acceptance


Failure to pay invoiced amounts within the payment period may result in suspension of API access and accrual of interest at 1.5% per month on outstanding balances.

07

Intellectual Property

VELO property. The Services, including all software, APIs, documentation, trademarks, trade names, and trade secrets, are and remain the exclusive property of VELO Protocol, Inc. Nothing in these Terms grants you any ownership interest in the Services.


Your content. You retain ownership of all data, content, and materials you submit to the Services ("Customer Data"). You grant VELO a limited license to process Customer Data solely to provide the Services and as described in our Privacy Policy.


Feedback. If you provide feedback, suggestions, or improvement ideas, you grant VELO an irrevocable, royalty-free license to use and incorporate that feedback into the Services without obligation.

08

Warranties & Disclaimers

VELO warrants that the Services will substantially conform to the documentation and published specifications. We target 99.995% uptime for production APIs as measured on a monthly basis.


EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VELO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

09

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VELO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100,000 USD.

IN NO EVENT SHALL VELO BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

10

Indemnification

You agree to indemnify, defend, and hold harmless VELO and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) any third-party claim relating to transactions processed through your account.

11

Termination

By you. You may terminate your account at any time by providing 30 days' written notice. Upon termination, we will process any pending settlements and remit remaining balances within 10 business days.


By VELO. We may suspend or terminate your access immediately if we reasonably believe you have violated these Terms, engaged in fraudulent activity, or pose a risk to our platform or other users. We may also terminate with 30 days' notice for any reason.


Effect of termination. Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.

12

Governing Law & Disputes

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.


Any dispute arising under these Terms shall be resolved through binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, conducted in San Francisco, California. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.


Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

13

General Provisions

Entire agreement. These Terms, together with the Privacy Policy, DPA, and any Order Forms, constitute the entire agreement between you and VELO.


Severability. If any provision is found unenforceable, the remaining provisions remain in full force and effect.


Waiver. Failure to enforce any right does not constitute a waiver of future enforcement.


Assignment. You may not assign these Terms without VELO's prior written consent. VELO may assign its rights freely in connection with a merger, acquisition, or sale of assets.


Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, pandemic, or government action.

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