Terms of Service

These Terms of Service (“Terms”) form a binding agreement between Vellocity LLC, trading as Vellocity (“Vellocity,” “we,” “us,” or “our”), and the company or other business customer purchasing, applying for, accessing, or using Vellocity’s services (“Client,” “you,” or “your”).

By purchasing services, accepting a proposal or order form, submitting an application that results in an engagement, instructing Vellocity to begin work, or using a deliverable, the Client accepts these Terms.

Questions and legal notices may be sent to: hello@vellocity.xyz

1. Business Customers Only

Vellocity provides business-to-business services only.

By engaging Vellocity, the Client represents and warrants that:

• it is acquiring the services wholly or mainly for business purposes;
• it is not acting as a consumer;
• the person accepting these Terms is at least 18 years old;
• that person has authority to bind the Client;
• the Client has an existing product or service;
• the Client has paying customers unless Vellocity agrees otherwise;
• all information supplied to Vellocity is accurate and not misleading;
• the Client is financially able to purchase the services; and
• entering into the agreement does not breach another obligation.

Vellocity may request reasonable evidence of:

• identity;
• company existence;
• purchasing authority;
• payment authorization; and
• business eligibility.

Vellocity may refuse, pause, or cancel an order before substantive work begins if it reasonably suspects:

• consumer use;
• fraud;
• identity misuse;
• unauthorized payment;
• sanctions exposure;
• unlawful activity; or
• a material eligibility misrepresentation.

If the purchaser is legally a consumer despite the representations above, mandatory consumer rights remain applicable and cannot be excluded.

2. Contract Documents and Priority

The agreement may include:

1. a mutually signed statement of work, proposal, or order form;
2. a written order confirmation;
3. these Terms;
4. an agreed onboarding or scope document; and
5. the Vellocity Better Offer Guarantee in Section 10.

If there is a direct conflict, the documents apply in the order listed above, except that a statement of work must expressly identify any provision it overrides.

Marketing descriptions do not expand an engagement unless expressly incorporated into an order confirmation or signed statement of work.

No oral statement modifies the agreement.

3. Services

Vellocity provides offer-strategy and related consulting services.

Depending on the purchased package, deliverables may include:

• diagnosis of an existing offer, pricing, and positioning;
• a rebuilt flagship offer;
• Value Equation analysis;
• pricing and packaging recommendations;
• margin-protection and scope recommendations;
• discount guardrails;
• a bonus-stack strategy;
• guarantee or risk-reversal design;
• naming and positioning;
• a one-page offer document;
• offer-page copy;
• a pressure-test or review session; and
• agreed revisions.

The exact deliverables are those identified in the applicable order confirmation or statement of work.

Unless expressly agreed in writing, services do not include:

• website design or development;
• website hosting or deployment;
• advertising or media buying;
• lead generation;
• funnel implementation;
• CRM implementation;
• sales coaching or closing;
• complete visual branding;
• legal, tax, accounting, investment, or financial advice;
• verification of advertising-law compliance;
• primary customer interviews;
• technical implementation;
• implementation within the Client’s business; or
• guaranteed commercial results.

The Client is solely responsible for:

• implementation;
• testing;
• publication;
• operation;
• substantiation of claims;
• legal review; and
• final business decisions.

4. Engagement Commencement

Payment reserves capacity but does not provide all information needed to begin substantive work.

Unless otherwise agreed, work begins within five business days after the later of:

• cleared payment;
• acceptance of these Terms;
• receipt of requested onboarding materials;
• confirmation of the Baseline Offer; and
• scheduling of the required working session.

Any advertised start period is measured from the completion of these conditions.

5. Client Responsibilities

The Client must:

• provide its current offer, pricing, delivery model, customer evidence, and requested commercial information;
• identify and confirm the offer serving as the Baseline Offer;
• provide complete, accurate, current, and lawful information;
• attend and prepare for agreed sessions;
• provide consolidated feedback through one authorized decision-maker;
• respond within reasonable review periods;
• make timely decisions and approvals;
• ensure supplied materials may lawfully be used;
• independently assess legal, regulatory, financial, operational, and commercial implications;
• ensure all published claims are truthful and substantiated;
• obtain appropriate professional review before publishing guarantees, testimonials, comparative claims, scarcity statements, or performance claims;
• maintain copies of important Client Materials; and
• avoid providing unnecessary personal or sensitive information.

Vellocity may rely on Client-provided information without independently auditing it.

Vellocity is not responsible for a deficiency, delay, loss, or liability caused by:

• inaccurate information;
• incomplete information;
• omitted information;
• outdated information;
• unauthorized materials;
• misleading representations;
• internal stakeholder disagreement; or
• Client decisions.

6. Timelines, Pauses, and Abandonment

Delivery dates are estimates unless expressly described as binding in a signed statement of work.

A timeline will be extended reasonably where delay results from:

• late or incomplete Client materials;
• missed meetings;
• delayed feedback or approval;
• changes in scope;
• third-party services;
• illness or unavailability;
• force majeure; or
• circumstances outside Vellocity’s reasonable control.

If the Client does not respond for 15 consecutive business days, Vellocity may pause the engagement.

If the Client does not respond for 30 consecutive days after a written reminder, Vellocity may:

• close the engagement;
• treat delivered work as accepted;
• release reserved capacity;
• invoice any outstanding amounts; and
• reject a later Guarantee claim based on matters the Client could reasonably have raised before abandonment.

Closing an abandoned engagement does not create a refund right.

Vellocity may charge a reasonable reactivation fee before resuming an abandoned engagement.

7. Fees and Payment

Fees are stated in U.S. dollars unless otherwise identified.

For the standard Vellocity Offer Build, the advertised service fee is US$3,997, unless another price is clearly displayed and accepted during purchase.

Fees are payable upfront unless a signed statement of work provides otherwise.

Fees exclude:

• sales tax;
• use tax;
• value-added tax;
• withholding tax;
• similar governmental charges;
• currency-conversion charges;
• bank charges; and
• additional or third-party services.

The Client is responsible for applicable taxes other than taxes based on Vellocity’s net income.

A payment is complete only when:

• funds have cleared;
• payment is not subject to reversal;
• the payer is authorized; and
• fraud or security review has been completed.

Vellocity may withhold work, delivery, access, or license rights while an undisputed amount is overdue or subject to an unauthorized reversal.

8. Scope Changes and Additional Work

A request is outside scope if it materially adds to, replaces, or changes:

• an agreed deliverable;
• the target offer;
• the target audience;
• the business model;
• implementation requirements;
• previously approved strategy; or
• the number of stakeholders or sessions.

Out-of-scope examples include:

• adding another product or service;
• changing the target market after work begins;
• requesting website development;
• requesting additional pages or collateral;
• replacing agreed positioning after approval;
• additional stakeholder workshops;
• implementation work; or
• revisions unrelated to an identified deficiency.

Vellocity may:

• decline an out-of-scope request;
• quote an additional fee;
• extend the timeline; or
• require a new statement of work.

No scope change is binding unless agreed in writing.

9. Review, Revisions, and Acceptance

The Client must review deliverables promptly and provide one consolidated written response that:

• identifies each claimed deficiency;
• refers to the applicable agreed requirement;
• explains the requested correction; and
• includes feedback from relevant Client stakeholders.

General dissatisfaction, preferences without reference to the agreed scope, and requests for extra work do not constitute deficiencies.

A deliverable is considered accepted upon the earliest of:

• written approval;
• publication or launch;
• commercial use;
• distribution to customers or prospects;
• material modification by the Client or a third party;
• instruction to proceed to a subsequent phase;
• conduct reasonably indicating approval; or
• closure following Client abandonment under Section 6.

Vellocity will correct verified failures to conform materially to the agreed scope.

Changes arising from:

• new preferences;
• changed circumstances;
• new information;
• internal disagreement;
• revised strategy; or
• expanded scope

may be charged separately.

10. Vellocity Better Offer Guarantee

10.1 Purpose

The Vellocity Better Offer Guarantee is a limited, conditional risk-reversal applicable only to the standard US$3,997 Vellocity Offer Build.

It does not apply to:

• the Complete Offer System;
• custom engagements;
• add-ons;
• third-party costs;
• expedited services; or
• another service unless expressly incorporated into a signed statement of work.

10.2 Defined Terms

Baseline Offer means the Client’s current offer, pricing, packaging, promise, and positioning supplied and confirmed before substantive work begins.

Final Offer means the final written deliverables supplied after completion of the Guarantee Cure Process.

Material Deficiency means a specific and material failure of the delivered offer to satisfy the Stronger Offer Standard. It does not include subjective preference, changed priorities, lack of implementation, or market performance.

Stronger Offer Standard means that the Final Offer, considered as a complete commercial package:

1. identifies the agreed target buyer and desired outcome more specifically than the Baseline Offer;
2. contains a materially clearer promise and positioning;
3. includes an articulated pricing and packaging structure;
4. includes scope boundaries or margin-protection recommendations;
5. addresses at least three Value Equation levers:
   • increasing perceived dream outcome;
   • increasing perceived likelihood of success;
   • reducing time to a meaningful result; or
   • reducing buyer effort or sacrifice;
6. includes agreed bonus-stack and risk-reversal recommendations;
7. includes meaningful naming or differentiation;
8. is commercially coherent based on information supplied by the Client; and
9. is complete enough to be handed to the Client’s implementation team as strategy and offer-page copy.

The Stronger Offer Standard concerns offer architecture and deliverable quality. It does not require a particular commercial result.

10.3 Eligibility

To qualify for the Guarantee, the Client must:

• have paid the standard Offer Build fee in full;
• have supplied and confirmed a genuine Baseline Offer;
• have supplied requested materials accurately and completely;
• have attended required sessions;
• have designated one authorized decision-maker;
• have provided consolidated and actionable feedback;
• have refrained from materially changing the target buyer, product, service, pricing constraints, or delivery model;
• have allowed Vellocity a genuine opportunity to cure;
• not have accepted, launched, published, commercially used, distributed, or materially modified the disputed deliverables;
• not have abandoned the engagement;
• not have submitted falsified or misleading evidence;
• not have already received a refund or payment reversal; and
• not have initiated an abusive, false, duplicate, or fraudulent payment dispute.

A Client that obstructs completion, withholds required information, expands the scope, refuses reasonable rework, or prevents an objective assessment is ineligible.

10.4 Invoking the Guarantee

A Guarantee request must be emailed to: hello@vellocity.xyz

The subject line should state:

“Vellocity Better Offer Guarantee Request”

The request must be made before the Client accepts, launches, publishes, commercially uses, distributes, or materially modifies the disputed deliverables.

The request must include:

• order or invoice number;
• the confirmed Baseline Offer;
• one consolidated explanation of each alleged Material Deficiency;
• the portion of the Stronger Offer Standard allegedly not satisfied;
• the requested correction; and
• supporting information reasonably necessary to assess and cure the issue.

The following are not valid Guarantee requests:

• “I do not like it” without an identified Material Deficiency;
• loss of confidence;
• buyer’s remorse;
• stakeholder disagreement;
• change of mind;
• changed strategy;
• inability to implement;
• failure to launch;
• cash-flow problems; or
• disappointment with market performance.

10.5 Guarantee Cure Process

After receiving a valid request:

1. Vellocity will assess the alleged Material Deficiencies;
2. the parties will participate in a focused review if reasonably necessary;
3. the Client must promptly provide requested clarification;
4. Vellocity will have up to 15 business days after receiving all required information to rework the offer at no additional charge; and
5. Vellocity may perform one or more reasonable rework iterations during the cure period.

The Client must provide a genuine opportunity to cure before any refund can become due.

Repeated requests raising new preferences, new scope, or matters not included in the original Guarantee request may be treated as additional paid work.

10.6 Objective Review

The Guarantee is not a subjective satisfaction guarantee.

Eligibility is determined by whether the Final Offer satisfies the defined Stronger Offer Standard.

If the parties reasonably disagree after the cure process, Vellocity may obtain an assessment from an independent professional with relevant B2B offer-strategy experience.

The independent reviewer will:

• assess only the defined Stronger Offer Standard;
• receive the Baseline Offer, Final Offer, agreed scope, and consolidated objections;
• disregard unrelated preferences and market outcomes; and
• provide a written determination.

Vellocity will pay the reviewer’s reasonable fee.

The reviewer’s determination will be final for purposes of the contractual Guarantee, except in the case of manifest error, fraud, or mandatory law.

10.7 Refund After Unsuccessful Cure

If the Final Offer does not satisfy the Stronger Offer Standard after the cure process, Vellocity will refund the US$3,997 Offer Build fee actually received.

An approved refund will:

• be issued to the original payment method where reasonably possible;
• be initiated within 10 business days after approval;
• be limited to the Offer Build fee actually received;
• exclude third-party charges, currency losses, interest, internal costs, implementation costs, and consequential losses; and
• constitute the Client’s exclusive contractual remedy under the Guarantee.

The Client may keep the deliverables subject to the license in Section 13.

A Client may not receive both:

• a Vellocity refund; and
• a chargeback, payment-provider credit, insurance recovery, or other duplicate reimbursement for the same payment.

Any duplicate amount must be returned immediately.

10.8 Excluded Matters

The Guarantee does not cover:

• change of mind;
• buyer’s remorse;
• internal stakeholder disagreement;
• preference for the Baseline Offer without a Material Deficiency;
• failure to launch or implement;
• implementation mistakes;
• changes made by the Client or third parties;
• website design or development;
• market rejection after launch;
• lower-than-expected leads, conversions, sales, revenue, profit, funding, or valuation;
• economic, competitive, platform, regulatory, or market changes;
• inaccurate or incomplete Client information;
• Client-caused delay;
• out-of-scope requests;
• refusal to participate in the cure process;
• an accepted, launched, published, used, distributed, or modified deliverable;
• an abandoned engagement;
• fraudulent or manipulated evidence;
• coordinated refund abuse;
• duplicate recovery; or
• an engagement already settled or refunded.

10.9 Sole Guarantee

The Vellocity Better Offer Guarantee is a deliverable-quality guarantee, not a guarantee of market performance.

To the maximum extent permitted by law, this section states Vellocity’s sole express refund guarantee.

11. Refunds and Payment Disputes

Except for:

• an approved Guarantee refund;
• a refund required by mandatory law; or
• a refund agreed by Vellocity in a signed writing,

fees are final, non-cancellable, and non-refundable once capacity has been reserved or work has begun.

Refunds are not available for:

• unused time;
• changed priorities;
• project cancellation;
• stakeholder disagreement;
• cash-flow difficulties;
• failure to cooperate;
• failure to implement;
• dissatisfaction unrelated to a Material Deficiency; or
• failure to obtain a desired business outcome.

Before initiating a payment dispute, the Client must notify Vellocity and provide a reasonable opportunity to investigate and resolve the issue.

Nothing prohibits a lawful payment dispute. The Client must not knowingly initiate:

• a false chargeback;
• a misleading chargeback;
• a duplicate claim;
• a chargeback after receiving a refund;
• a chargeback based on services already accepted or used; or
• a payment dispute using falsified evidence.

While a payment dispute is pending, Vellocity may:

• suspend services;
• suspend license rights;
• preserve evidence;
• withhold additional deliverables; and
• pause any voluntary refund review.

If a chargeback initiated contrary to these Terms is resolved in Vellocity’s favor, the Client remains responsible, where legally permitted, for:

• the underlying amount;
• unrecovered payment-provider fees; and
• reasonable documented collection or dispute costs.

12. No Commercial, Financial, or Legal Guarantee

Vellocity provides strategic and creative commercial recommendations.

Business outcomes depend on matters outside Vellocity’s control, including:

• implementation;
• product quality;
• pricing decisions;
• customer demand;
• competition;
• sales execution;
• advertising;
• market conditions;
• legal compliance; and
• Client decision-making.

Vellocity does not guarantee:

• leads;
• conversions;
• customer acquisition;
• revenue;
• profit;
• margin;
• sales-cycle duration;
• financing;
• valuation;
• customer retention; or
• another commercial result.

Examples, case studies, reference companies, testimonials, standalone values, and potential outcomes are illustrative and do not promise equivalent results.

Vellocity does not provide legal, tax, accounting, securities, investment, or regulated financial advice.

The Client remains responsible for obtaining qualified professional advice.

13. Intellectual Property

13.1 Client Materials

The Client retains ownership of materials supplied to Vellocity.

The Client grants Vellocity a worldwide, non-exclusive, royalty-free license to use, reproduce, adapt, and analyze Client Materials as reasonably necessary to:

• perform services;
• administer the engagement;
• provide support;
• investigate claims;
• protect legal rights; and
• comply with law.

The Client represents that it has the rights necessary to grant this license.

13.2 Vellocity Materials

Vellocity retains all rights in:

• methodologies;
• processes;
• frameworks;
• know-how;
• templates;
• prompts;
• tools;
• scoring systems;
• reusable structures;
• pre-existing materials;
• underlying concepts;
• internal workflows; and
• improvements not uniquely identifiable as Client Confidential Information.

No ownership of Vellocity Materials transfers to the Client.

13.3 Deliverable License

Subject to payment, Vellocity grants the Client a perpetual, worldwide, royalty-free license to use, reproduce, modify, publish, and commercially exploit final bespoke deliverables for the Client’s own business.

The Client may permit employees and contractors to use deliverables for the Client’s business.

The Client may not:

• resell a deliverable as a standalone template;
• publish Vellocity’s methodology as its own;
• sublicense Vellocity Materials;
• reverse engineer internal frameworks;
• remove ownership notices;
• use the materials to provide a substantially competing offer-rebuild service; or
• represent that it created Vellocity’s underlying methodology.

Where a Guarantee refund is issued, the deliverable license survives.

13.4 General Knowledge

Vellocity may use generalized experience, skills, ideas, and know-how retained in unaided memory, provided it does not disclose Client Confidential Information or reproduce Client-specific deliverables for another customer.

14. Confidentiality

Each party must protect the other party’s non-public commercial, financial, technical, and strategic information (“Confidential Information”).

The receiving party may use Confidential Information only to perform or receive services and may disclose it only to personnel, contractors, or advisers who:

• need the information; and
• are subject to appropriate confidentiality obligations.

Confidential Information does not include information the receiving party can demonstrate:

• was lawfully known without restriction;
• became public without breach;
• was lawfully received from another source;
• was independently developed without using Confidential Information; or
• must be disclosed by law.

Where legally permitted, the receiving party will provide prompt notice before compelled disclosure.

Confidentiality obligations continue for five years after the engagement ends. Trade secrets remain protected while legally qualifying as trade secrets.

A separate signed nondisclosure agreement controls if it expressly conflicts with this section.

Vellocity will not publicly identify the Client, display its logo, or publish an identifiable case study without prior written permission.

15. Data Protection

Each party will comply with applicable privacy and data-protection laws.

The Client must:

• avoid unnecessary personal information;
• anonymize customer information where reasonably possible;
• have a lawful basis for information supplied to Vellocity;
• provide required notices;
• obtain required consents; and
• respond to rights requests concerning information it controls.

Where Vellocity acts solely as a processor or service provider, the parties will enter into a legally required data-processing agreement upon reasonable request.

Vellocity’s Privacy Policy governs its processing of website visitors, prospects, purchasers, and Client representatives.

16. Service Providers and Subcontractors

Vellocity may use qualified:

• employees;
• contractors;
• professional advisers;
• technology providers;
• cloud providers; and
• subprocessors.

Vellocity remains responsible for its contractual obligations and will impose appropriate confidentiality and privacy obligations where required.

Third-party services may experience outages, changes, or errors outside Vellocity’s control.

17. Client Warranties and Prohibited Conduct

The Client represents and warrants that:

• Client Materials are accurate and lawfully provided;
• authorized use will not infringe third-party rights;
• the Client will not publish false, deceptive, unlawful, or unsubstantiated claims;
• the Client will comply with advertising, consumer-protection, privacy, intellectual-property, sanctions, export-control, anti-bribery, and industry-specific laws;
• testimonials and performance claims will be properly authorized and substantiated;
• scarcity and urgency statements will be truthful;
• guarantees offered to the Client’s customers will be legally reviewed; and
• the Client will not misuse the services.

The Client may not use services or deliverables to facilitate:

• fraud;
• impersonation;
• discrimination;
• unlawful products;
• misleading marketing;
• intellectual-property infringement;
• sanctions evasion;
• harassment;
• extortion;
• malware;
• deceptive payment practices; or
• another unlawful act.

Vellocity may suspend or terminate an engagement where it reasonably suspects prohibited conduct.

18. Limited Warranty and Disclaimer

Vellocity warrants that it will perform services with reasonable professional care and skill.

If Vellocity materially breaches this warranty, the Client must:

• provide reasonably prompt written notice;
• identify the specific breach; and
• allow Vellocity a reasonable opportunity to reperform or correct the affected service.

Except for express commitments in these Terms, and to the maximum extent permitted by law, services and deliverables are provided “as is” and “as available.”

Vellocity disclaims implied warranties of:

• merchantability;
• fitness for a particular purpose;
• non-infringement;
• uninterrupted availability;
• error-free operation; and
• warranties arising from course of dealing or trade usage.

Nothing excludes a warranty that applicable law prohibits from being excluded.

19. Indemnification

The Client will defend, indemnify, and hold harmless Vellocity LLC and its officers, personnel, contractors, service providers, and affiliates from third-party claims, liabilities, damages, penalties, judgments, settlements, and reasonable legal costs arising from:

• Client Materials;
• the Client’s products or services;
• implementation or modification of deliverables;
• claims or guarantees made by the Client;
• unlawful or misleading marketing;
• Client breach of law;
• infringement caused by Client Materials;
• misuse of services;
• payment fraud;
• privacy violations caused by Client-supplied data; or
• breach of Sections 5, 13, 15, or 17.

Vellocity will:

• provide reasonably prompt notice;
• provide reasonable cooperation at the Client’s expense; and
• allow the Client to control the defense.

No settlement may admit fault by Vellocity or impose a non-monetary obligation on Vellocity without written consent.

20. Limitation of Liability

To the maximum extent permitted by law:

• neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages;
• Vellocity is not liable for lost profit, revenue, opportunity, goodwill, data, anticipated savings, or business interruption;
• Vellocity is not liable for implementation costs, advertising spend, third-party fees, or costs incurred in reliance on recommendations; and
• Vellocity’s total aggregate liability arising from an engagement will not exceed the amount actually paid to Vellocity for the service giving rise to the claim.

These limitations apply:

• regardless of legal theory;
• whether liability is contractual, tortious, statutory, or otherwise;
• even if Vellocity was advised of possible damages; and
• even if a remedy fails of its essential purpose.

The limitations do not apply to:

• Client payment obligations;
• Client infringement or misuse of Vellocity intellectual property;
• Client indemnification obligations;
• fraud or fraudulent misrepresentation;
• willful misconduct;
• liability for death or personal injury where it cannot be excluded; or
• liability that applicable law prohibits from being limited.

The contractual Guarantee refund remains available only according to Section 10.

21. Termination

Either party may terminate for material breach if the breach is not cured within 10 business days after written notice, unless it cannot reasonably be cured.

Vellocity may suspend or terminate immediately for:

• fraud;
• unlawful conduct;
• unauthorized payment;
• sanctions concerns;
• intellectual-property infringement;
• abusive or threatening behavior;
• material confidentiality breach;
• deliberate misrepresentation;
• false or duplicate refund activity; or
• conduct reasonably likely to expose Vellocity to legal, financial, security, or reputational harm.

If the Client terminates for convenience:

• fees already paid remain non-refundable;
• outstanding fees for completed or committed work remain due; and
• Vellocity has no obligation to complete undelivered work.

If Vellocity terminates without Client breach before completing services, Vellocity will refund the reasonable unearned portion of prepaid fees. That refund is the exclusive remedy for such termination.

Provisions concerning payment, refunds, intellectual property, confidentiality, disclaimers, indemnification, liability, disputes, and general terms survive termination.

22. Force Majeure

Neither party is liable for delay or failure caused by circumstances outside reasonable control, including:

• infrastructure failures;
• internet outages;
• supplier outages;
• illness;
• labor disputes;
• natural disasters;
• war;
• terrorism;
• civil disturbance;
• governmental action;
• epidemics; or
• widespread platform disruption.

The affected party will take reasonable steps to reduce the impact and resume performance.

Payment for already delivered services is not excused.

23. Dispute Resolution

Before formal proceedings, a party must email written notice describing:

• the dispute;
• relevant facts;
• supporting documents; and
• requested resolution.

Authorized representatives will attempt in good faith to resolve the dispute for at least 30 days.

Nothing prevents urgent injunctive relief concerning:

• confidentiality;
• intellectual property;
• fraud;
• security;
• unauthorized use; or
• unlawful disclosure.

These Terms are governed by the laws of the U.S. state in which Vellocity LLC is organized, excluding conflict-of-law rules.

State and federal courts sitting in that state have exclusive jurisdiction, except where mandatory law requires otherwise.

To the maximum extent permitted by law:

• disputes must be brought individually;
• class, collective, consolidated, and representative proceedings are waived; and
• each party waives trial by jury.

24. Electronic Notices

Legal notices to Vellocity must be emailed to: hello@vellocity.xyz

Notices to the Client may be sent to an email address supplied during application, checkout, billing, or onboarding.

An email notice is effective when sent, provided the sender does not receive an automated permanent delivery-failure notification.

Each party is responsible for maintaining a working email address and monitoring relevant inboxes and spam folders.

25. General Provisions

Entire Agreement

The contract documents constitute the entire agreement concerning the services and replace prior discussions concerning the same subject.

No Reliance

Each party acknowledges that it has not relied on a statement not expressly included in the contract, without limiting liability for fraud.

Assignment

The Client may not assign the agreement without Vellocity’s written consent.

Vellocity may assign it in connection with:

• a merger;
• reorganization;
• financing;
• asset sale; or
• sale of its business.

Independent Contractors

The parties are independent contractors.

Nothing creates:

• employment;
• partnership;
• fiduciary duty;
• agency;
• franchise; or
• joint venture.

No Third-Party Beneficiaries

The agreement benefits only the parties and permitted successors or assigns.

Waiver

A waiver must be in writing. Failure to enforce a provision is not a continuing waiver.

Severability

If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable. Remaining provisions continue in effect.

Interpretation

Headings are for convenience only. “Including” means “including without limitation.”

Electronic records, checkout acceptance, and electronic signatures satisfy writing and signature requirements where permitted.

Updates

Vellocity may update these Terms prospectively.

An update will not materially change an existing paid engagement unless:

• the Client agrees;
• the change benefits the Client; or
• the change is legally required.

26. Contact

Questions, complaints, guarantee requests, and legal notices should be sent to:

Vellocity LLC
Email: hello@vellocity.xyz