Terms of Service

Last Modified: October 5, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

These Terms of Service are an agreement between the Customer and Velosity Inc., a Texas corporation located at 7941 Katy Fwy #105, Houston, TX 77024 ("VELOSITY," "we," or "us"). Notices to VELOSITY must be sent by email to legal@velosity.one and, where a physical notice is required, to that address. By using the Velosity online services and business software applications (collectively, the "Service"), you agree to be bound by these Terms of Service. We may update these Terms only as described in Section 15. You can review the most current version of the Terms of Service at any time at: https://www.velosity.one/terms/

1. Definitions

1. "Agreement": these Terms of Service (as amended from time to time), the terms appearing on the website and any other terms regarding the Service that the Customer may agree to when prompted to by VELOSITY.
2. "Content": the documentation, templates, reference materials, and other content that VELOSITY makes available as part of the Service.
3. "Customer": the person or legal entity identified as the customer in the Order Form.
4. "Customer Data": all data, content, and materials submitted to, stored in, generated through, or transmitted to or from the Service by or for Customer, including configurations, rules, quotes, bills of materials (BOMs), routings, documents, integration data, business records, and outputs generated from that data. Customer Data excludes VELOSITY Content and aggregated or de-identified data that cannot reasonably identify Customer, an End User, or any individual.
5. "End User": any natural person or computer that the Customer permits or causes to have access to the Service.
6. "Intellectual Property": all existing and future trademarks, service marks, domain names and business names, rights pertaining to inventions, designs, databases and proprietary information (including, without limitation, trade secrets and Know-how), copyrights, moral rights and all other assets and benefits commonly regarded as intellectual property, whether registered or not.
7. “Order Form or “Order” means the VELOSITY-approved offline or online form by which you agree to subscribe to the Service, or confirm a change of the Scope of Service. Most Orders are completed through an online ordering and payment process.
8. "Party": the Customer and VELOSITY.
9. “Authorized Organizations, Sites, and External Users”: the Customer's affiliates, dealers, contractors, plants, facilities, and other external users that the Order Form authorizes to access or use the Service. The Order Form will identify or define any applicable organizations, sites, user categories, quantities, and technical or commercial limits.
10. "Registration Data": the information provided by the Customer when subscribing to the Service, requesting a change of their Scope of Service or filling in forms via the Service, including the Customer's full name or business name, registration/Provider/file/business or personal identification number (or equivalent), name of plant, address, email address, phone number and such other information as VELOSITY reasonably may request from the Customer.
11. "Service": the Velosity Business OS software applications included in the Customer's Scope of Service and provided as software as a service (SaaS), together with the applicable Content and customer support. The Service may connect workflows including configuration, quoting, orders, production, and service.
12. "Scope of Service": the products, modules, features, usage limits, Authorized Organizations, Sites, and External Users, and support level included in Customer's subscription as identified in the applicable Order Form.
13. "Software": the business software applications that VELOSITY makes generally available and that are included in the Customer's Scope of Service, including such modifications and replacements thereof as VELOSITY in their sole discretion may from time to time provide. Products, modules, or features identified on this website as "Coming Soon," in development, preview, beta, or otherwise not generally available are not included in the Service unless expressly identified in the Customer's Order Form. “Subscription Fee” means the amount you pay for the Service.
14. “Subscription Term” means the initial and all renewal Subscription Terms as specified in the Order Form.
15. "User Account": an account provided to the Customer through the Service for the purpose of enabling such Customer to use the Service.
16. "VELOSITY Content": the Service, Software, Content, documentation, and other materials supplied by VELOSITY, excluding Customer Data.

2. Terms & Renewal

1. Effective date. This Agreement shall be effective between the Parties as of the moment specified in the Order Form. The Agreement is entered into for the duration of the Subscription Term and may be cancelled by either Party as provided herein.
2. Right to use Software. Subject to this Agreement and the Order Form, VELOSITY grants Customer and its Authorized Organizations, Sites, and External Users a limited, non-exclusive right to access and use the Software and Content included in the Scope of Service during the Subscription Term. Customer is responsible for their compliance with this Agreement. This authorization does not transfer ownership of the Service or permit resale of the Service except where an Order Form expressly allows it.
3. Assignment and sublicensing. Customer may provide access to Authorized Organizations, Sites, and External Users as stated in the Order Form; that access is permitted use and is not a prohibited sublicense. Except for that authorized access, neither party may assign this Agreement without the other party's prior written consent, which will not be unreasonably withheld. Either party may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, sale of substantially all assets, or change of control, upon written notice.
4. Renewal Subscription Term. Unless one of us gives the other official notice that it does not intend to renew the subscription, this Agreement will automatically renew for the Term specified in the Order Form. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided in your Order Form or, if not specified in the Order Form, on our standard pricing. The type of official notice relates to the agreed type of payment:
1. For subscriptions paid by credit card through the Software, an authorized user may give notice of non-renewal using the termination option under “Subscription Management” -> “Base Plan & Module Configurations.” If that option is unavailable, Customer may send notice to legal@velosity.one no later than 30 days before the end of the Subscription Term.
2. For subscriptions paid by bank transfer, VELOSITY must receive written notice of non-renewal no later than 30 days before the end of the Subscription Term. Send the notice to legal@velosity.one.

3. Service

1. Access. While the Agreement is effective, VELOSITY will provide Customer access to the Service as described in this Agreement. VELOSITY may suspend access for non-payment only under Section 14. A suspension does not extend the Subscription Term.
2. Limit. The limits that apply to Customer will be specified in the Customer’s Order Form.
3. Modifications. VELOSITY does not have any obligation to enhance, modify or replace any part of the Service or to continue developing or releasing new versions thereof. Nevertheless, VELOSITY aims at modifying the Service from time to time, including by adding or deleting features and functions, in an effort to improve the Customer’s experience. VELOSITY will not make changes to the Service that materially reduce the functionality of the core Service provided during the Term of the Agreement.
4. Support and Service Levels. Unless the Order Form provides a different service level, the Service will be available 99.9% of each calendar month, excluding scheduled maintenance announced at least 72 hours in advance, emergency maintenance, force majeure events, and downtime caused by Customer systems or third-party services outside VELOSITY's control. VELOSITY targets initial responses and restoration or workaround as follows: Severity 1 (production unavailable or critical security incident), one hour response and four hours restoration; Severity 2 (material production function impaired), four business hours response and one business day restoration; Severity 3 (limited impairment with a workaround), one business day response and three business days restoration; Severity 4 (general question or request), two business days response and a commercially reasonable resolution schedule. Restoration times are targets, not guarantees, unless the Order Form states remedies. Business hours are 8:00 a.m. to 5:00 p.m. Central Time, Monday through Friday, excluding U.S. federal holidays; Severity 1 support is available 24x7. VELOSITY performs daily backups of production Customer Data and targets a recovery time objective (RTO) of 24 hours and recovery point objective (RPO) of 24 hours. Scheduled maintenance will ordinarily occur outside business hours.
5. Acknowledgements. The Customer acknowledges that (i) the Service has not been designed to meet their individual requirements; (ii) the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without errors; (iii) the Service is not fault-tolerant and has not been designed for use in inherently dangerous activities, such as (for example) the operation of "major sources of danger", traffic control or life support systems, handling hazardous substances and other activities where the failure of the Service could lead to death, personal injury or environmental damage. The Service (including all Software and Content) is provided on an "as is" and "as available" basis.

4. Fees and Payments

1. Subscription Fees. The Customer acknowledges that by subscribing to a Scope of Service they agree to such fees. The Subscription Fee will remain fixed during the Subscription Term unless the Customer upgrades the Scope of Service.
2. Billing cycle and payments. Payment for the Service is due in advance by the first day of each billing cycle using the payment method stated in the Order Form. An undisputed overdue amount may result in suspension under Section 14, but suspension does not itself terminate this Agreement and will not trigger deletion of Customer Data.
3. Refunds. Except for a refund expressly required by Section 14 or an applicable Order Form, fees are non-refundable, and a reduction in the Scope of Service or termination does not entitle Customer to a refund or credit.
4. Sales tax. All fees and rates are exclusive of value added tax, sales tax and other public burdens. The Customer shall be solely responsible for all taxes and other burdens that may be levied on the Customer's purchase or use of the Service.

5. Customers’ Responsibilities

1. Data conformity. All Registration Data provided by the Customer must be true, accurate and up-to-date and the Customer undertakes to promptly correct any Registration Data that becomes outdated or incorrect. VELOSITY is entitled but not obliged to verify the Customer's Registration Data and may rely on this data without any verification. If you provide any information that is untrue, inaccurate, not current or incomplete, VELOSITY has the right to suspend or terminate your account and all current or future use of the Service (or any portion of thereof).
2. Data right ownership. With respect to the information (including all text, images, audiovisual material and other content) that the Customer creates, uploads, transmits or stores via the Service, the Customer represents and warrants to VELOSITY, and for the benefit of VELOSITY, that the Customer has the right to upload, transmit and store the same.
3. Data sanity. The Customer shall not, and shall cause the End Users not to, use the Service for sending unsolicited communications or for uploading, transmitting, delivering, running or storing harmful code, malware or illegal content.
4. Data removal. If Customer Data violates this Agreement, VELOSITY may disable or remove the affected data after giving Customer reasonable notice and an opportunity to cure. VELOSITY may act without prior notice when reasonably necessary to comply with law, address an urgent security threat, prevent material harm to the Service or a third party, or preserve evidence. Where legally permitted, VELOSITY will notify Customer promptly after taking such action.

6. Customer Account & Data Privacy

1. Authority. Each person accepting this Agreement on behalf of Customer represents that they have authority to bind Customer. No person accepting this Agreement for an organization becomes personally liable under this Agreement solely because that person lacked authority.
2. Data privacy. All registration data and certain other information about you is subject to our Privacy Policy which is incorporated by reference herein in its entirety. For more information, see our full privacy policy at https://www.velosity.one/privacy. You understand that through your use of the Service you consent to the collection and use (as set out in the Privacy Policy) of this information.
3. User account. You will receive a password and account designation upon completing the Service’s registration process. With respect to the Customer's username and password, the Parties have agreed that the Customer shall be responsible for (i) maintaining the confidentiality of their username and password, (ii) any and all actions by persons that the Customer gives access to or that otherwise use such username or password, and (iii) any and all consequences of use or misuse of such username or password. VELOSITY is not responsible for any loss, damage or other consequences that may result from any unauthorised use of the Customer's User Account, username or password.

7. VELOSITY’s Proprietary Rights

This Agreement grants Customer the right to access and use the Service during the Subscription Term; it does not transfer ownership of the Service or Software. VELOSITY and its licensors retain all right, title, and interest in the VELOSITY Content. Except as expressly authorized by this Agreement or an Order Form, Customer will not copy, rent, lease, sell, distribute, or create derivative works from the VELOSITY Content.

8. Customer’s Proprietary Rights and Confidentiality

As between the Parties, Customer owns and retains all rights to Customer Data. This Agreement does not grant VELOSITY ownership of Customer Data. Customer permits VELOSITY and its subprocessors to use Customer Data only as necessary to provide, secure, support, and maintain the Service, comply with law, and follow Customer's documented instructions. VELOSITY will not use Customer Data to train or improve a generalized artificial intelligence or machine-learning model without Customer's prior written consent.

“Confidential Information” means non-public information disclosed by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is marked confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information, and non-public information about the Service, its security, technology, and pricing is VELOSITY's Confidential Information. Confidential Information does not include information that the Receiving Party can document: (i) is or becomes public without breach of this Agreement; (ii) was lawfully known without restriction before disclosure; (iii) is received lawfully from a third party without confidentiality duty; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party will use the Disclosing Party's Confidential Information only to perform or exercise rights under this Agreement and will protect it using at least reasonable care. The Receiving Party may disclose Confidential Information only to its employees, affiliates, contractors, professional advisers, and subprocessors who need to know it and are bound by confidentiality obligations at least as protective as this Section. The Receiving Party remains responsible for their compliance. If law requires disclosure, the Receiving Party will, where legally permitted, give prompt notice and reasonable assistance so the Disclosing Party may seek protection. These duties continue for five years after disclosure; duties for trade secrets continue for as long as applicable law protects them as trade secrets.

9. Publicity

VELOSITY may use Customer's name, trademarks, or logo in a customer list, website, press release, case study, or other publicity only with Customer's prior written consent. Either party may make disclosures required by law.

10. Use and Limitations of Use

1. Permitted integrations and prohibited use. Customer may access and use documented APIs, webhooks, MCP endpoints, ERP connectors, and other integrations that VELOSITY provides or approves, including for automated dealer and business workflows, subject to the Order Form, documentation, authentication requirements, rate limits, and other technical limits. Customer will not bypass those limits; use undocumented means to scrape or extract data; damage, disable, overburden, or impair the Service; interfere with another party's use; attempt unauthorized access; or use the Service unlawfully.
2. Notification duty. You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account.

11. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: EXCEPT FOR THE EXPRESS COMMITMENTS IN THIS AGREEMENT AND THE APPLICABLE ORDER FORM, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WE AND OUR AFFILIATES AND AGENTS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. VELOSITY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, MEET EVERY CUSTOMER OR END-USER REQUIREMENT, OR THAT EVERY DEFECT WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THE AGREEMENT RELYING ON THE ABOVE DISCLAIMERS AND THAT THE AFORESAID DISCLAIMERS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, OR GOODWILL, ARISING FROM THIS AGREEMENT, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

EXCEPT FOR THE ENHANCED CAP BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR BREACH OF CONFIDENTIALITY, VIOLATION OF DATA-PROTECTION OR SECURITY OBLIGATIONS, OR ITS INDEMNIFICATION OBLIGATIONS WILL NOT EXCEED TWO TIMES THAT AMOUNT. THESE LIMITS DO NOT APPLY TO A PARTY'S FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

A PARTY MUST BRING A CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT WITHIN THE LIMITATIONS PERIOD PROVIDED BY APPLICABLE LAW.

13. Indemnification

Customer will defend VELOSITY against a third-party claim arising from Customer Data or Customer's use of the Service in violation of this Agreement or applicable law, and will indemnify VELOSITY against damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement. VELOSITY will defend Customer against a third-party claim alleging that Customer's authorized use of the Service infringes a United States patent, copyright, or trademark, and will indemnify Customer against damages, costs, and reasonable attorneys' fees finally awarded or agreed in settlement. VELOSITY has no obligation for claims caused by Customer Data, Customer's modifications, use contrary to documentation, or combination with items not supplied or approved by VELOSITY. If such an infringement claim is likely, VELOSITY may procure the right to continue use, modify or replace the affected Service, or terminate the affected Service and refund prepaid fees for the unused remainder of the Subscription Term. Indemnification requires prompt written notice, sole control of the defense and settlement by the indemnifying party, and reasonable cooperation; no settlement may admit fault by or impose a non-monetary obligation on the indemnified party without its written consent.

14. Termination

1. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
2. Suspension for Prohibited Acts. We may suspend any User’s access to the Subscription Service for: (i) use of the Subscription Service in a way that violates applicable local, federal, or foreign laws or regulations or the terms of this Agreement, or (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
3. Suspension for Non-Payment. We may suspend access to all or part of the Subscription Service if an undisputed amount remains unpaid ten (10) days after written notice of delinquency. Suspension does not terminate this Agreement or authorize deletion of Customer Data. We will not suspend the Subscription Service while Customer disputes charges reasonably and in good faith and cooperates diligently to resolve the dispute. We may charge a reasonable reactivation fee disclosed before reinstatement.
4. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and VELOSITY Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
5. Retrieval and Deletion of Customer Data. During a suspension, Customer may request an export of Customer Data, and VELOSITY will not delete Customer Data solely because of the suspension. For ninety (90) days after termination or expiration, upon written request VELOSITY will provide Customer a commercially reasonable opportunity to export Customer Data in a commonly used format. VELOSITY may restrict interactive use of the Service and may require payment of reasonable export costs disclosed in advance, but will not condition export of Customer's operational records on payment of disputed fees. After the 90-day export period, VELOSITY may delete Customer Data unless law requires longer retention. Backup copies may remain until overwritten in the ordinary backup cycle and will remain protected under this Agreement while retained.

15. General

1. Order of precedence. If documents forming the Agreement conflict, the following order controls unless a later document expressly states that it amends a specific provision of an earlier one: (i) a mutually signed amendment or data processing addendum; (ii) the applicable Order Form; (iii) an applicable statement of work or service-level schedule; (iv) these Terms; and (v) policies incorporated by reference. A statement of work controls only for the services and deliverables it covers.
2. Amendment; No Waiver. We may update these Terms by posting the updated Terms and giving Customer reasonable notice. A material change affecting a paying Customer will take effect at the Customer's next renewal unless the change is required sooner by law or is reasonably necessary to address an urgent security threat, prevent abuse, or add functionality without materially reducing Customer's rights. Non-material changes may take effect on the date stated in the notice. The "Last Modified" date above will identify the current version. No failure to enforce a provision waives the right to enforce it later.
3. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
4. Governing law and venue. This Agreement and all disputes arising out of or relating to it are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party consents to the exclusive jurisdiction and venue of the state courts located in Harris County, Texas, and the United States District Court for the Southern District of Texas, Houston Division.