Terms of Service

These General Terms of Service (“General Terms”) are a legal agreement between you, as a current or prospective customer of Velocity Payment Solutions’s services (“you,” “your”) and Velocity Payment Solutions (”Velocity Payment Solutions,” “we,” “our” or “us”) and govern your use of Velocity Payment Solutions’s services, including mobile applications, websites, software, cloud-based solutions, hardware, and other products and services in the United States of America (collectively, the “Services”). By using any of the Services, you agree to these General Terms and any policies referenced within (“Policies”), including our Privacy Notice (see Section 8) and terms that limit our liability (see Section 19) and require individual arbitration for any potential legal dispute (see Section 22), which are collectively incorporated herein by reference. You also agree to any additional terms specific to Services you use (“Additional Terms”), such as those listed below, which become part of your agreement with us (collectively, the “Terms”). If you are using the Services on behalf of a business, you represent to us that you have the authority to bind that business or entity to these Terms and that the business accepts these Terms. You should read all of our Terms carefully.

  1. Setting Up an Velocity Payment Solutions Account.

    1. To access the Services, it's necessary to create an account with us (referred to as an "Velocity Payment Solutions Account"). During the sign-up process, we'll request certain details from you, which might include your name among other personal data. It's imperative that you supply truthful and comprehensive answers to our inquiries and keep this information updated. The full responsibility for any activities that occur under your Velocity Payment Solutions Account lies with you, including actions by individuals you've allowed to use your Velocity Payment Solutions Account. We hold the authority to modify the type of your account and to suspend or terminate the Velocity Payment Solutions Account of any individual who submits false, misleading, or incomplete data or who does not adhere to our registration requirements for accounts or the Terms in general.

  2. Revisions, Disclosures and Notices.

    1. We reserve the right to modify the Terms at any time, providing notice in a manner we consider reasonable, either by updating the information on our website or by delivering the updated terms through the Services (each a "Revised Version"). The Revised Version becomes effective once posted and will not have a retrospective effect. Your continued engagement with the Services following the introduction of a Revised Version implies your agreement to the changes. 

    2. Velocity Payment Solutions may be required to deliver to you certain notifications, agreements, billing details, or written disclosures ("Communications") concerning our Services. By utilizing our Services, you affirm your capability and agreement to accept electronic Communications from Velocity Payment Solutions, its affiliates, and third-party service providers, instead of paper versions, and to the application of electronic signatures in our interactions with you ("Consent"). Should you refuse or retract this Consent, access to the Services may be limited for you. Under this Consent, Velocity Payment Solutions can issue all Communications electronically via email, text message, or by making them available on Velocity Payment Solutions websites or apps. Communications encompass, but are not limited to, (1) required agreements and policies for Service usage (like this Terms of Use, the Velocity Payment Solutions Privacy Policy, and associated agreements), (2) payment approvals and transaction confirmations, (3) account statements and records, (4) and all relevant federal and state tax statements and documents. We may also employ and collect electronic signatures from you. You are entitled to request paper versions of any Communication at no cost. Should you desire a paper copy of any Communication, please direct your request to Velocity Payment Solutions Innovations Inc., 3878 Rochester Rd, Troy, MI 48083, USA, Attention: Customer Support - Legal ("Velocity Payment Solutions Address"), within 180 days from the disclosure date, detailing the specific Communication you wish to receive in paper format. It's important to note that requesting a paper version of any Communication does not constitute a withdrawal of your consent to receive electronic Communications.

    3. Required legal disclosures and other information about your Velocity Payment Solutions Account may be communicated to you electronically by posting on our website, through push notifications via the Services, or by sending them to the email address associated with your Velocity Payment Solutions Account or provided to Velocity Payment Solutions by other means. Electronic disclosures and notices are deemed as significant and effective as if paper copies were provided to you. You are considered to have received such disclosures and notices within 24 hours of their posting on our website or 24 hours after being emailed to you, unless we are notified of email delivery failure. If you decide to withdraw your consent to receive electronic communications, you should contact Velocity Payment Solutions at info@Velocity Payment Solutionsprocessing.com. Should we be unable to accommodate your request, it may become necessary to close your Velocity Payment Solutions Account.

  3. Use Limitations. 

    1. Unless otherwise restricted by applicable law, you or any third party on your behalf are prohibited from directly or indirectly engaging in the following activities:

      1. exporting the Services, which may fall under export control laws of the United States, such as the US Export Administration Regulations (15 C.F.R. Chapter VII);

      2. participating in activities that contravene the rules set by the US Department of the Treasury's Office of Foreign Assets Control (31 C.F.R. Parts 500-599). This includes, but is not limited to, offering Services to, or in support of, territories, organizations, or individuals sanctioned or barred by relevant sanctioning bodies, with specific reference to regions like Iran, Cuba, North Korea, Syria, or Crimea in Ukraine. Violations may lead to the suspension of your account and the indefinite retention of your funds;

      3. accessing or gathering data from any Velocity Payment Solutions system through any automated means such as robots, spiders, or scrapers, or through manual processes;

      4. circumventing any legal restrictions on the use of the Services, bypassing or breaching any security measures or limitations, activating disabled features, or reverse engineering the Services, except where such restrictions are deemed unlawful;

      5. conducting or attempting activities that disrupt the Services' functionality, restrict other users' access or use of the Services, or overload Velocity Payment Solutions's infrastructure disproportionately;

      6. duplicating, changing, adapting, creating derivative works from, displaying, republishing, uploading, posting, transmitting, reselling, or distributing Velocity Payment Solutions's content, information, or Services without authorization;

      7. utilizing the Services through any form of rental, lease, timeshare, service bureau, or similar arrangement;

      8. assigning/transferring the rights provided to you in these General Terms to another party;

      9. using the Services in a manner that could distract you from adhering to traffic or safety regulations;

      10. leveraging the Services to trade firearms, firearm components, ammunition, weapons, or other devices intended to inflict physical harm;

      11. employing the Services for unlawful activities or sales, or in a manner that could expose you, other users of Velocity Payment Solutions, our partners, or Velocity Payment Solutions itself to risk; or

      12. utilizing the Services in ways not explicitly permitted by these Terms.

    2. Should we reasonably believe that your Velocity Payment Solutions Account is being used for unauthorized, illegal, or criminal activities, you hereby explicitly authorize us to disclose information regarding you, your Velocity Payment Solutions Account, and any related transactions to law enforcement authorities.

  4. Support for Mobile Devices and Network Providers. 

    1. There is no guarantee that the Services will function with your mobile device or network provider. Your utilization of the Services might be governed by the agreements you have with the manufacturer of your mobile device or your network service provider. The use of the Services on a device that has been altered in a manner that violates the manufacturer's guidelines for software or hardware, including the deactivation of protective measures—often called "jailbreaking"—is not permitted.

  5. Your Content.

    1. The Services might allow you to upload or contribute ideas, feedback, narratives, images, documents, logos, merchandise, loyalty schemes, promotions, ads, and other types of materials or data (“Content”).

    2. By providing Content, you grant us, our affiliates, and our successors a global, non-exclusive, royalty-free, fully compensated, transferrable, perpetual, irrevocable, and sublicensable license to utilize, copy, alter, evolve, publish, create derivative works from, distribute, perform publicly, and display publicly your Content across the globe through any medium for any purpose, including integrating it into the Services or promoting them. Your ownership of your Content remains intact, subject to the license you've provided us in these General Terms. 

    3. You agree not to upload, submit, or otherwise disseminate through the Services any material that: (a) is deceptive, illegal, obscene, vulgar, pornographic, defamatory, slanderous, threatening, bullying, hateful, or provocative; (b) promotes behavior that could constitute a criminal act or give rise to legal action; (c) violates or infringes on any obligations or rights of any party, including publicity, privacy, or Intellectual Property Rights; (d) includes corrupted files or any harmful, disruptive, or destructive data; (e) promotes goods or services directly competing with those of Velocity Payment Solutions or its partners, as solely determined by us; or (f) is deemed by us, in our sole discretion, to be inappropriate, limits or hinders anyone's use or enjoyment of the Services, or could expose Velocity Payment Solutions, its affiliates, or its users or any other individuals to any type of harm or legal repercussions.

    4. While we are not obligated to monitor Content, we reserve the right to remove any Content at our discretion, at any time, and without notice. Velocity Payment Solutions may also review Content to detect and prevent fraudulent activities or breaches of Velocity Payment Solutions's General Terms. By utilizing the Services, you acknowledge the risk of encountering Content that might be offensive, indecent, or objectionable. We are not liable for any Content, including any damage or loss to any of your Content.

  6. Copyright and Trademark Infringement.

    1. If you believe that any content violates your copyright, please see our Copyright Policy Velocity Payment Solutionsprocessing.com/copyright-policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers. 

  7. Security. 

    1. We have put in place various technical and organizational safeguards aimed at protecting your personal data from accidental destruction, loss, changes, as well as from unauthorized access, usage, modification, or disclosure. Despite these efforts, it is important to acknowledge that no security measures are infallible, and there is always a possibility that such safeguards could be circumvented by unauthorized third parties, potentially leading to the misuse of your personal data. When you submit your personal information, you do so understanding and accepting these risks.

    2. The responsibility for maintaining the confidentiality of your password and controlling access to the Services through your mobile devices and computer(s) rests with you. Should there be any unauthorized use of your password or Velocity Payment Solutions Account, or any other security breach, you are required to inform us immediately. Furthermore, it is imperative that you promptly take all reasonable actions to minimize the impact of any security breach and cooperate fully with Velocity Payment Solutions by providing all necessary information to help address the breach. Any support Velocity Payment Solutions provides in response to a security breach does not imply any admission of fault or liability on Velocity Payment Solutions's part towards you or any third party affected by the breach.

    3. Notwithstanding Sections 21 and 22, in the case of any disagreement among parties regarding the ownership of an account, we reserve the right to make the final decision at our sole discretion. Our resolution, which may include the termination or suspension of any contested Velocity Payment Solutions Account, will be conclusive and binding on all involved parties.

  8. Privacy.

    1. Handling of Your Personal Data: As a user of our Services in the capacity of an Velocity Payment Solutions merchant, you recognize and agree to our data handling practices as detailed in our Privacy Policy https://Velocity Payment Solutionsprocessing.com/privacy-policies (the “Privacy Policy"). This document elucidates the manner in which Velocity Payment Solutions gathers, utilizes, and safeguards the personal information you entrust to us, both in the provision of Services to you and for Velocity Payment Solutions's internal use. Prior to utilizing the Services, it is imperative that you review and understand the Privacy Policy.

    2. Privacy of Customer and Employee Data: As part of our services to you, Velocity Payment Solutions will manage specific personal data related to your customers or employees acting as a data processing partner (“Data Processor”). Under these conditions, you consent to adhere to all relevant data protection regulations that pertain to you. Furthermore, you commit to informing data subjects about how their personal data is processed in a manner that meets the clarity and fairness standards set by these regulations, ensuring that data handling is conducted honestly, lawfully, and transparently. For entities based in California, Colorado, Connecticut, Utah, or Virginia, additional details are provided in Section 28.

  9. Communications.

    1. By registering for an Velocity Payment Solutions account or by updating your contact details within your account, you agree to receive communications from us. These may be delivered via email, text messages, telephone calls, or push notifications to the mobile number you've provided. The range of communications could include, but is not limited to, secondary authentication requests, transaction receipts, reminders, updates about your account or support needs, along with messages related to marketing or promotions. It's important to note that consenting to receive marketing texts or calls is not a prerequisite for using our Services. Communications via calls and texts may be issued through automated dialing systems, and your mobile carrier's standard rates for messages and data may apply.

    2. Should you wish to not receive our promotional emails, you can opt-out by utilizing the unsubscribe feature present in those emails. To stop receiving promotional calls, simply inform the caller of your preference not to receive future promotional calls. To opt-out from receiving text messages from Velocity Payment Solutions, reply with "STOP". Be aware that choosing to opt-out from our communications could influence your ability to utilize the Services effectively.

    3. Velocity Payment Solutions offers Services that enable you to send text messages (SMS) directly to your clients ("Seller-Initiated SMS Services"). When using these services, you commit to adhering to these Terms, along with all relevant laws and regulations applicable to the location from where the messages are sent and received.

  10. Paid Services.

    1. The offerings from Velocity Payment Solutions Services consist of services that require payment ("Paid Services") alongside those that are available without extra charges ("Free Services"). Among the Paid Services, some are intended for ongoing subscriptions ("Subscription Services"), while others are based on usage ("A La Carte Services"). Engaging with Subscription Services entails agreeing to periodic fees and terms. By opting into a Subscription Service, post any trial period offered at no charge, you are committing to pay the stipulated subscription fee along with any applicable taxes ("Subscription Fee"). A La Carte Services, on the other hand, may lead to charges based on usage and terms, such as the amount of transactions. By utilizing an A La Carte Service, you agree to pay the incurred fees and taxes at the point of service ("A La Carte Fees", and together with Subscription Fees, "Paid Service Fees").

    2. Generally, Paid Service Fees can be settled through debit card, credit card, or deducted from your transaction earnings; however, fees related to hardware must be paid via debit card or credit card. If you have a debit or credit card linked to your account, you authorize us to collect Paid Service Fees by debiting your linked debit card or charging your linked credit card. Regardless of the payment method, we reserve the right to collect Paid Service Fees by deduction from your transaction proceeds, the funds (as outlined in the Payment Terms) in your Velocity Payment Solutions Account, or your linked bank account.

    3. Unless specified differently in the terms for a Subscription Service, Subscription Fees are billed on the first day of each month until cancellation. You can cancel a Subscription Service prior to the end of your applicable term for a fee by contacting Velocity Payment Solutions Support at info@Velocity Payment Solutionsprocessing.com. If you cancel a Subscription Service, you will retain access to that service until the end of the current billing cycle, but you will not receive a refund or credit for any Subscription Fees that are pending or have been paid. We retain the right to modify our Subscription Fees with a thirty (30) days’ notice in advance. Your continued use of the Subscription Services following a notice of change in our Subscription Fees indicates your acceptance of such changes.

  11. Taxes.

    1. Within the context of these Terms, "Tax" and "Taxes" refer to all current or future taxes, fees, levies, or assessments of any kind, including but not limited to income, telecommunications, value-added, sales and services taxes, or similar levies, stamp duties, gross receipts, excise, property, sales, withholding, social security, occupation, usage, severance, environmental, licensing, net worth, payroll, employment, franchise, transfer, and recording fees, imposed by any jurisdiction, whether domestic or international, along with any penalties, interest, or additional amounts related to taxes (collectively referred to as "Taxes").

    2. Unless specified otherwise, all fees for Paid Services do not include any Taxes. It is your duty and obligation to determine and compute all Taxes that must be assessed, incurred, collected, paid, or withheld for your utilization of the Services. Furthermore, it is your responsibility to (a) ascertain whether Taxes are applicable to your transactions, including sales of goods and services, payments made or received, and any other activities resulting from your use of the Services, (b) register with the relevant tax authorities where required by law, and (c) accurately calculate, collect, report, and remit the correct Taxes to the appropriate tax authority. Velocity Payment Solutions explicitly denies any responsibility for such Taxes, and you agree to indemnify, defend, and exonerate Velocity Payment Solutions from any such Taxes and any associated costs or expenses. Despite anything to the contrary in these Terms, you acknowledge that we are not defined as a marketplace facilitator, provider, or similar entity under any tax laws pertaining to sales, use, or similar Taxes, and that the Services do not constitute a marketplace or similar entity. You also agree not to assert any contradictory tax positions, including in any tax filings, audits, or proceedings.

    3. Velocity Payment Solutions may, as mandated by law, apply Taxes to the Services, which you agree to pay unless you provide Velocity Payment Solutions with timely and accurate documentation that meets the legal and tax requirements to prove that the applicable Tax is not chargeable by Velocity Payment Solutions. You also agree to indemnify, defend, and hold Velocity Payment Solutions harmless from any Taxes levied due to incorrect application of Taxes resulting from your failure to provide valid proof of exemption.

    4. Velocity Payment Solutions may need to report certain information to tax authorities ("Tax Information") regarding your use of the Services. Upon request, you must supply Velocity Payment Solutions with the required information for such Tax Information reporting and reaffirm this information as needed by law, or in relation to any tax audit or examination. By using our Services, you acknowledge that we may report to tax authorities the necessary Tax Information, including total transactions and amounts received within the reporting period. While we may choose to provide you with this Tax Information, we are not obligated to do so.

    5. If applicable, Velocity Payment Solutions reserves the right to deduct any applicable withholding Taxes or other Taxes from payments due to you, to the extent that Velocity Payment Solutions is required to remit these Taxes on your behalf to the tax authority. Such deductions shall be considered as paid for all intents and purposes under these Terms, and Velocity Payment Solutions is not required to increase or adjust any payments to account for these withholdings.

    6. You recognize and agree that Velocity Payment Solutions does not offer Tax advice, and any information provided by Velocity Payment Solutions should not be interpreted as such. For any Tax-related questions or concerns in connection with the Services or these Terms, you are encouraged to consult with your own tax or legal advisor.

  12. Modification.

    1. We and our licensed third-party processors retain the authority to discontinue these General Terms or any Additional Terms, or to put on hold or end your Velocity Payment Solutions Account or your privileges to any Service, at any juncture and for any rationale. We are entitled to introduce or withdraw, put on hold, cease, eliminate, halt, or enforce conditions on Services or any element or characteristic of a Service. We will endeavor to provide you with notice of such discontinuation or various changes to the Services through email or upon your subsequent attempt to access your Velocity Payment Solutions Account. Likewise, you have the liberty to discontinue the General Terms and Additional Terms associated with your Velocity Payment Solutions Account by deactivating your Velocity Payment Solutions Account whenever you wish.

  13. Effect of Termination. 

    1. Upon the termination or suspension of these General Terms or your Velocity Payment Solutions Account for any reason: (a) any licenses or rights granted to you under these Terms will cease, (b) you are required to immediately stop using all Services and deactivate any related applications or services, (c) we reserve the right (though are not obligated) to remove any of your data and account information from our systems, and (d) we will not bear any responsibility towards you or any third party for any claims, refunds, or damages related to the cessation or suspension of the Services, or for the erasure of your data or account information. Beyond any financial responsibilities outlined in the Payment Terms, the following clauses of these General Terms will continue to be effective and enforceable according to their stipulations post-termination: 5 (Your Content), 6 (Copyright and Trademark Infringement), 7 (Security), 8 (Privacy), 13 (Effect of Termination), 15 (Ownership), 16 (Indemnity), 17 (Representations and Warranties), 18 (No Warranties), 19 (Limitation of Liability and Damages), 20 (Third Party Products), 21 (Disputes), 22 (Binding Individual Arbitration), 23 (Governing Law), 24 (Limitation on Time to Initiate a Dispute), 25 (Assignment), 26 (Third Party Service and Links to Other Web Sites), and 29 (Other Provisions).

  14. Your License.

    1. We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Paid Services, and a royalty-free, limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the Free Services as authorized in these General Terms. We may make updates to the Services available to you, which you must accept to continue using the Services. Any such updates may be subject to additional terms made known to you at that time.

  15. Proprietary Rights.

    1. Any rights not explicitly conferred upon you within these General Terms are reserved by us. The Services are safeguarded by copyright, trademark, patent, and additional legal provisions in the United States and abroad. We retain complete ownership and interest in the Services and all versions thereof. These General Terms do not convey to you any entitlement to our trademarks or service marks.

    2. Within the context of these General Terms, "Intellectual Property Rights" encompasses all rights related to patents, copyrights, mask works, moral rights, rights of publicity, trademarks, trade dress and service marks, goodwill, trade secrets, and any other types of intellectual property rights, existing currently or established hereafter, along with all filings, registrations, renewals, and extensions, under the legal frameworks of any state, nation, territory, or jurisdiction.

    3. You are welcome to provide suggestions, comments, or ideas regarding the Services ("Ideas"). Offering Ideas is completely optional, and we reserve the right to utilize such Contributions as we deem appropriate, without any obligations towards you.

  16. Obligation to Indemnify.

    1. You agree to indemnify, defend, and absolve us and or our licensed third-party processors (including our and their respective employees, directors, agents, affiliates, and representatives) from any and all claims, liabilities, losses, damages, judgments, tax liabilities, penalties, interest, and expenses (including but not limited to reasonable legal fees) that arise from or are related to any allegations or proceedings brought by any individual or entity that stem from or are connected to: (a) your purported or actual non-compliance with your declarations, guarantees, or commitments outlined in these Terms; (b) your unauthorized or incorrect utilization of the Services; (c) your infringement of any third-party rights, including but not limited to privacy, publicity, or Intellectual Property Rights; (d) your breach of any laws, regulations, or rules in the United States or elsewhere, or any misrepresentations in the Tax Information you've provided; (e) any claims from third parties, particularly your customers or Buyers, concerning Velocity Payment Solutions's handling of their Personal Information while offering you the Services; (f) the access and/or use of the Services by any individual using your unique identifier, password, or other security measures; and (g) any transactions, purchases, goods, or services linked to the payment processing services Velocity Payment Solutions provided to you under these Terms.

  17. Representations and Warranties.

    1. You represent and warrant to us that: (a) you have reached the age of majority, specifically eighteen (18) years old; (b) your location is within the United States; (c) you possess the eligibility to sign up for and utilize the Services and hold the authority, capacity, and capability to agree to and abide by these General Terms; (d) all the information you supply in relation to the Services, including the name of your business, is a true and accurate reflection of your business or personal identity under which you conduct sales of goods and services; (e) you and any activities you initiate will adhere to all relevant federal, state, and local laws, regulations, and rules that pertain to you and/or your business, including but not limited to the Health Insurance Portability and Accountability Act (“HIPAA”); (f) you will refrain from employing the Services for any unauthorized or illegal activities, nor will you use the Services in a way that disrupts their functionality; and (g) your engagement with the Services will be in alignment with these Terms.

  18. No Warranties.

    1. THE USE OF “Velocity Payment Solutions” IN SECTIONS 18 AND 19 MEANS Velocity Payment Solutions, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).

    2. THE SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, Velocity Payment Solutions SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

    3. Velocity Payment Solutions DOES NOT WARRANT, REPRESENT OR GUARANTEE IN ANY WAY THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR FIT FOR ANY PARTICULAR PURPOSE.

    4. Velocity Payment Solutions does not warrant, endorse, guarantee, or assume responsibility or liability for any product or service advertised or offered by a third party. Velocity Payment Solutions does not have control of, or liability for, goods or services that are paid for using the Services.

  19. Limitations of Liability and Damages.

    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Velocity Payment Solutions OR OUR LICENSED THIRD-PARTY PROCESSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, Velocity Payment Solutions WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

    2. UNDER NO CIRCUMSTANCES WILL Velocity Payment Solutions OR OUR LICENSED THIRD-PARTY PROCESSORS BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR Velocity Payment Solutions ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

    3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF Velocity Payment Solutions IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.

    4. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Velocity Payment Solutions HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

  20. Third Party Products.

    1. Any third-party hardware or products that are bundled with or sold alongside the Services are subject to the terms, conditions, and warranties provided by their respective manufacturers, who bear exclusive responsibility for their support and maintenance. Should you require assistance with service, support, or warranty matters, it is recommended that you reach out directly to the product's manufacturer. Velocity Payment Solutions DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING ANY SUCH THIRD-PARTY PRODUCTS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR SUITABILITY FOR A PARTICULAR PURPOSE.

  21. Disputes.

    1. The term "Disputes" encompasses all forms of claims, conflicts, or disagreements that arise between you and Velocity Payment Solutions, including its processors, suppliers, or licensors (as well as their respective affiliates, agents, directors, or employees), irrespective of whether they occur prior to or throughout the duration of these Terms. This includes any claims, conflicts, or disagreements stemming from actions taken by either you or Velocity Payment Solutions before these Terms came into effect, and covers issues related to these Terms, the Services, or any other element of our interaction.

  22. Binding Individual Arbitration.

    1. Overview. Both you and Velocity Payment Solutions consent to resolve any Disputes, with the exception of those settled informally or adjudicated in a small claims court, through arbitration by an impartial arbitrator authorized to grant the same individual compensations and reliefs that a court can. ARBITRATION PURSUANT TO THESE GENERAL TERMS MUST BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY; THE USE OF CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, MASS ACTIONS, OR CONSOLIDATION WITH OTHER ARBITRATIONS IS PROHIBITED. YOU RENOUNCE THE RIGHT TO A JURY TRIAL AND TO ENGAGE IN CLASS ACTIONS AGAINST Velocity Payment Solutions. This clause does not inhibit you or Velocity Payment Solutions from participating in class, representative, or consolidated dispute settlements. Should any portion of this arbitration clause in Section 22 be deemed unenforceable, the non-enforceable portion will be excluded, with the remainder being upheld (excluding any class, consolidated, mass, or representative action arbitration).

    2. Pre-Arbitration Dispute Resolution Requirement. Prior to initiating arbitration, you and Velocity Payment Solutions commit to first seeking an informal resolution to avoid the expenses associated with formal dispute processes. Both parties acknowledge the significance of this step, and failing to adhere to this requirement constitutes a significant breach of the Terms. To facilitate this, before starting arbitration, engaging in small claims court proceedings, or filing a lawsuit (as allowed by this arbitration clause), each party must send a written Notice ("Notice") to the other and personally engage in an effort to amicably resolve the Dispute. Notices to Velocity Payment Solutions should be directed to Velocity Payment Solutions Innovations Inc., Attention: Matthew Devereaux, 3878 Rochester Rd, Troy, MI 48083. Notices sent to you will be dispatched to your account's registered address. The Notice must: (i) include your name, address, account name, associated email, and phone number; (ii) detail sufficient information to assess the claim's merit and to explore amicable resolutions; (iii) specify the sought relief, including a genuine estimate of the disputed amount, calculated in US Dollars; and (iv) bear your or Velocity Payment Solutions's signature, as applicable. A valid Notice must represent an individual party; Notices representing multiple parties are deemed invalid. Both parties agree to a 60-day period from Notice receipt to engage in informal negotiations, requiring a personal meeting or telephonic/video conference to attempt Dispute resolution. Participation in such a conference is mandatory before proceeding with arbitration or litigation (where permissible). This informal negotiation period tolls any applicable statute of limitations.

    3. Following the 60-day period, and not before, after conducting the informal resolution meeting, either party may choose, via a written Notice as described, to pursue the matter in either small claims court or arbitration. The notified party has seven (7) days to respond, including opting for small claims court jurisdiction. Post this seven-day window, and not prior, arbitration may commence if not proceeding in small claims court. Adhering to the informal resolution process is a prerequisite for initiating arbitration or small claims court action. Failure to meet this condition allows the opposing party to request immediate dismissal of the case and reimbursement for incurred costs. Opting for small claims court confines the Dispute to that forum, barring arbitration. State courts in Wayne County, Michigan, or the federal court for the Eastern District of Michigan have the authority to enforce this pre-arbitration requirement and to adjudicate any claims previously settled.

    4. Arbitration Scope. If informal negotiation or small claims court resolution is unattainable, all Disputes will be definitively settled through individual arbitration by a sole arbitrator ("Arbitrator") under the American Arbitration Association ("AAA") Commercial Arbitration Rules and Mediation Procedures (https://www.adr.org/sites/default/files/Commercial-Rules_Web.pdf), with a substitute arbitrator appointed by court order under 9 U.S.C. § 5 if AAA is unavailable. Apart from Disputes eligible for small claims court, the Arbitrator is charged with deciding all threshold issues of arbitrability, including enforceability and any objections to arbitration.

    5. Small Claims Court. Subject to jurisdictional limits, either party may opt for small claims court for individual Dispute resolution, provided the case remains within that court's scope. If arbitration has been initiated but an Arbitrator has not been appointed and the Dispute qualifies for small claims court, written notification can redirect the case to small claims court, leading to administrative case closure by the arbitration provider once all fees are settled.

    6. Arbitration Process. The arbitration, governed by the Federal Arbitration Act and consistent with AAA Rules, primarily involves document submission to the Arbitrator. If a hearing is deemed necessary by the Arbitrator, it will be conducted remotely unless an in-person hearing is essential, in which case it will be held near your residence. Early or summary motions are permissible, with the Arbitrator's decision being final and enforceable in competent courts. Confidentiality is paramount, especially regarding financial data, with declaratory or injunctive relief limited to individual parties as needed. The Arbitrator's ruling has no precedential impact on other disputes.

    7. Cost of Arbitration. The initiating party bears the filing fee, with arbitration costs being non-consumer based as the Services are not for personal or household use. Arbitrator fees are split equally, and references to you and Velocity Payment Solutions include affiliated entities and authorized users.

    8. Opt-Out Provision. You may reject this arbitration clause, restricting dispute resolution to court proceedings. Opt-out notices must be sent to Velocity Payment Solutions Innovations Inc., Attn: Arbitration Agreement, 3878 Rochester Rd, Troy, MI 48083, within 30 days of account creation or terms update acceptance. Opting out does not affect other Terms, Services, or future arbitration agreements.

    9. Judicial Proceedings. Without waiving the arbitration clause, any court actions (excluding small claims) will be filed in Wayne County, Michigan state courts or the Eastern District of Michigan federal court, to which you consent for jurisdiction and venue.

  23. Applicable Law. The Federal Arbitration Act, as previously detailed, along with the laws of the State of Michigan and relevant federal statutes, shall dictate the interpretation and enforcement of these General Terms and the resolution of any Disputes, disregarding any principles of conflicts of law. 

  24. Time Restriction for Filing Disputes. You must initiate any legal actions or proceedings pertaining to a Dispute within one year from the date when the cause of action accrues.

  25. Assignment. Without explicit approval from Velocity Payment Solutions, you are not permitted to transfer or assign these General Terms or any rights and licenses provided herein. Any attempt to do so without authorization will be considered invalid and without effect.

  26. Usage of Third Party Services and External Website Links. You might encounter offerings, products, and promotions from third parties not affiliated with Velocity Payment Solutions, including third-party developers leveraging Velocity Payment Solutions’s platform ("Third Party Services"). Should you opt to engage with Third Party Services, it's your duty to acquaint yourself with and comprehend their terms and conditions. We bear no responsibility for the functionality or outcomes of any Third Party Services. Additionally, any disputes between you and a third-party provider over Third Party Services should be settled directly with the third party, adhering to the terms of that specific agreement, without involving Velocity Payment Solutions. The Services might include links to websites operated by third parties. The presence of such links does not signify Velocity Payment Solutions's endorsement or validation of these websites. These third-party sites do not fall under the purview of these General Terms. You navigate to and use these external sites at your sole risk. We categorically deny any responsibility for the content or practices of such sites. Upon following a link from the Services to an external site, the protections of our Privacy Notice cease to apply. Your interactions with any external site, including those linked within the Services, are governed by the terms and policies specific to that site.

  27. Third-Party Beneficiaries. None of the provisions within these General Terms, along with any relevant Additional Terms, are designed or intended to confer any rights or benefits on third parties regarding the subject matter of these General Terms and any applicable Additional Terms.

  28. State-Specific Privacy Terms. If your operations classify you as a "Business" under the California Consumer Privacy Act of 2018 ("CCPA"), or as a "Controller" under the privacy laws of Colorado, Connecticut, Utah, or Virginia (together referred to as "State Privacy Regulations"), then the stipulations of provision 28 are applicable to you. Within the context of this Section 28, terms such as "process", "sell", and "business purpose(s)" are understood as defined by the State Privacy Regulations.

    1. Under this Section 28, "Buyer Personal Data" refers to any data that can identify, relate to, describe, be potentially linked with, or could logically be associated with a specific consumer or household, which Velocity Payment Solutions handles in the course of providing its Services to you. This does not encompass data about your customers ("Buyers") collected for the use of Velocity Payment Solutions's digital receipt services, customer directory, and email marketing tools ("Velocity Payment Solutions Buyer Features").

    2. We may collect Personal Information from Buyers to execute Services on your behalf as outlined in these General Terms. We commit to only processing Buyer Personal Data obtained, managed, stored, or accessible in the execution of these General Terms, and any other Relevant Terms of Service mentioned previously, solely for your benefit and to deliver the Services detailed in these Terms and any other related terms based on the services you utilize. We understand that we are restricted from: (i) commercializing the Buyer Personal Data; (ii) retaining, employing, or revealing the Buyer Personal Data for any purposes other than those Services explicitly described in these General Terms, and any other Relevant Terms of Service. To support and enable the Services, Velocity Payment Solutions may (i) anonymize or aggregate Buyer Personal Data; (ii) utilize the Buyer Personal Data for operational needs, which include but are not limited to, ensuring or enhancing the quality and safety of the Services; refining, updating, or augmenting the Services for either your benefit or our clientele at large; identifying and preventing fraud, safeguarding the integrity and security of our Services, and fulfilling our legal responsibilities; and (iii) in the context of Velocity Payment Solutions Go, process the Buyer Personal Data following the Consumer's directives. You acknowledge and consent that Buyer Personal Data disclosed to Velocity Payment Solutions is for mutual business purposes.

    3. We maintain the discretion to delete Personal Information retained under these General Terms as part of our regular business operations, in line with our document retention policies.

  29. Other Provisions. The entirety of the agreement between you and Velocity Payment Solutions concerning the Services is encapsulated within these General Terms, alongside any relevant Additional Terms or Policies. Should there be any discrepancy between these General Terms and any other contract or Policy from Velocity Payment Solutions, the stipulations of these General Terms shall take precedence and govern the dispute. Should any part of these General Terms or any Additional Term be deemed invalid or not enforceable by law, such part shall be modified and interpreted to achieve the intent of the original provision to the fullest extent allowed by law, while the rest of the provisions shall remain effective and enforceable. The rights of Velocity Payment Solutions under trade secret, copyright, patent, and other legal statutes are not restricted by these General Terms. A waiver of any condition in these General Terms does not imply a continued or subsequent waiver of such condition or any other condition.