Terms and Conditions

These Terms and Conditions (the “Terms”) govern the relationship between Velano LLC (“Velano,” “Provider,” “we,” “us,” or “our”) and the customer identified on any order form, subscription document, or online page that references these Terms (“Customer,” “you,” or “your”). Any such document is an “Order Form.” By executing or accepting an Order Form, the parties agree to be bound by these Terms.

Definitions

Velano / Provider: Velano LLC, the entity providing the Services under the Order Form.
Customer: The individual or legal entity receiving the Services, whether labeled “customer,” “licensee,” “client,” or similar, including any free-trial recipient.
Services: The offerings specified in the Order Form, which may include access to proprietary business information and datasets (the “Licensed Materials”), hosted software and related tools (the “Technology”), APIs, Documentation, integrations, and/or support or professional services.
Licensed Materials: Proprietary datasets, records, and related information made available by Velano as part of the Services.
Licensed Contact: A record of a natural person available within Velano’s datasets, consisting at minimum of that person’s name or company affiliation.
Technology: Velano’s hosted software, platforms, APIs, connectors, utilities, scripts, SDKs, integration tools, and associated interfaces.
Documentation: User guides, help content, specifications, and other materials Velano provides regarding the Services, as updated periodically.
Integration Tools: Features or connectors provided by Velano that enable the Services or Licensed Materials to interoperate with third-party applications.
Authorized User: A natural person designated by Customer and permitted by Velano to access the Services under Customer’s subscription.
Applicable Laws: All laws, regulations, and industry rules applicable to a party’s activities under these Terms.

Third-Party References. Mentions of third-party brands, logos, or products are solely for identification and do not imply endorsement by or of Velano.

1. Services

1.1 Grant of Rights; Access

Subject to these Terms and timely payment of all fees, Velano grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term set forth in the Order Form (the “Term”). Access may be provided via website, password-protected portal, API, or other mutually agreed method.

If “Customer” comprises multiple persons or entities, their obligations are joint and several; actions or notices by any such person bind all.

1.2 Nature of Services; Changes

The Services (including features, functions, Licensed Materials, and Documentation) may evolve over time. Velano may modify, enhance, replace, or remove elements of the Services in its discretion. Licensed Materials may be updated on an ongoing basis; Customer’s right is to access subscribed data as it exists at the time of access. Where parts of the Services depend on third-party licensors, availability may be subject to those licensors’ continued supply.

1.3 Third-Party Applications and Sites

The Technology may interoperate with Customer’s third-party systems (e.g., CRM, marketing automation, sales-enablement tools) via Integration Tools. Velano does not control or assume liability for third-party applications or websites. Customer will not incorporate Licensed Materials into a third-party application in a manner that makes such materials accessible to anyone other than Authorized Users.

1.4 Ownership; Reservation of Rights

As between the parties, Velano and its licensors own all right, title, and interest in and to the Services, Licensed Materials, Technology, Documentation, and all related intellectual property (including datasets, layouts, designs, look-and-feel, and underlying code). No ownership is transferred to Customer; only the limited rights expressly granted in these Terms apply. Customer disclaims any ownership in materials accessed, copied, downloaded, or used from the Services. All rights not expressly granted are reserved.

2. Authorized Users and Use Rules

2.1 Accounts and Credentials

Customer may designate up to the number of Authorized Users stated in the Order Form. Velano will issue unique credentials to each Authorized User. Credentials may not be shared or reused by multiple individuals. Disclosing credentials to additional persons may be treated as a subscription to that many additional Authorized Users, billable at the then-current per-user rate for the remainder of the Term. Customer is responsible for Authorized Users’ compliance with these Terms. Authorized Users may need to provide identifying information and/or accept Velano end-user terms and privacy policy.

2.2 Qualification of Authorized Users

Authorized Users must be natural persons and Customer’s employees unless Velano consents in writing to designate a contractor. When an Authorized User’s employment or engagement with Customer ends, access must cease automatically; Customer will promptly notify Velano and prevent further access. Seat reassignment is permitted in good faith subject to these qualifications.

2.3 Permitted Purpose; Prohibited FCRA Uses

Customer may use the Services only for its internal B2B sales, marketing, recruiting, business development, and event/trade-show activities, in compliance with Applicable Laws. Customer shall not use the Services to determine a consumer’s eligibility for: (a) personal credit or insurance, (b) employment, (c) a government license or benefit, or (d) any purpose regulated by the Fair Credit Reporting Act (FCRA) or similar consumer-reporting laws.

If, through permissible use of Licensed Materials, a Licensed Contact responds or otherwise establishes a relationship with Customer, Customer may retain and use that contact information after termination, provided all further use complies with these Terms and Applicable Laws.

2.4 Technology License; Restrictions

Customer may use the Technology solely to access Licensed Materials as permitted herein. Customer shall not (and shall not permit any third party to):

Use Velano confidential information to build or improve competing products, services, datasets, or documentation.
Reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, or underlying ideas.
Copy, adapt, translate, or create derivative works of the Technology or Documentation.
Distribute or display the Technology or Documentation beyond Authorized Users.
Sell, rent, lease, lend, sublicense, or provide time-sharing/service-bureau access.
Remove or alter proprietary notices.
Publish or disclose benchmark results without Velano’s prior written consent.
Bypass or circumvent account limits, user caps, or technical controls.
Use bots, web scrapers, or similar automated means to access or extract information, except where expressly enabled within the Technology or approved in writing by Velano.

2.5 Responsible Use; Technical Limits

Customer will use the Services professionally and within reasonable usage parameters. Velano may apply technical controls to prevent excessive or abusive activity (e.g., unusually high downloads or screen views suggesting sharing or circumvention of credit limits).

2.6 Identifying Source in Customer Systems

If Customer exports or syncs Licensed Materials to a CRM or similar system, Customer will maintain an attribution field indicating Velano as the original source (e.g., “Lead Source: Velano”).

2.7 Suspension for Suspected Misuse

If Velano reasonably believes there is unauthorized access or other use in violation of these Terms, Velano may suspend access (in whole or in part) until resolved. Suspension does not toll or extend the Term, and fees remain due.

3. Fees, Taxes, and Payment

3.1 Fees; Billing

Customer will pay the subscription and other fees stated in the Order Form (the “Fees”) in advance unless otherwise agreed. By providing payment details (e.g., credit/debit card or ACH), Customer authorizes recurring charges in the amounts and on the schedule specified in the Order Form. Customer will keep payment methods current. All amounts are due without setoff, deduction, or counterclaim.

3.2 Late Payment; Remedies

If any payment is overdue, Velano may (i) suspend or restrict access; (ii) terminate the Agreement; and/or (iii) accelerate all remaining Fees for the Term to become immediately due. Late amounts may accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is lower. Suspension does not stop Fees from accruing.

3.3 Taxes

Fees are exclusive of all taxes. Customer is responsible for sales, use, VAT, GST, and similar taxes (excluding taxes based on Velano’s net income). If Velano must collect such taxes, they will be added to invoices unless Customer provides a valid exemption certificate.

4. Term, Renewal, and Termination

4.1 Term; Non-Cancellable

The initial subscription term is stated in the Order Form (the “Initial Term”). Subscriptions are non-cancellable during the Term, except as expressly provided herein.

4.2 Automatic Renewal

Unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term, the subscription will automatically renew for successive one-year periods (each, a “Renewal Term”). Absent a written amendment: (a) the Services renew at the then-existing configuration; and (b) renewal pricing is as set in the Order Form (or, if not specified, Velano’s then-current rates). Renewal Fees are due in advance or as invoiced.

4.3 Termination for Cause; At-Will Provider Termination

Either party may terminate for material breach not cured within 30 days after written notice. Velano may terminate without cause by email notice effective upon receipt; in that case, Velano will refund any prepaid Fees attributable to the post-termination period on a prorated basis.

4.4 Effect of Termination

4.4.1 Generally. Upon expiration or termination, Customer’s access ends, accounts may be disabled, and Velano may delete Customer-uploaded content from its systems (subject to legal retention obligations). Customer will promptly cease using the Services and Licensed Materials and delete or destroy any copies, except as permitted under Section 2.3 regarding responsive contacts.
4.4.2 Termination for Customer Breach. If Velano terminates for Customer’s uncured breach, all remaining Fees for the Term become immediately due.
4.4.3 Termination for Velano Breach. If Customer terminates for Velano’s uncured breach, Velano will refund prepaid Fees prorated for the post-termination period.

5. Data Protection and Confidentiality

5.1 Privacy

Velano will process personal information in accordance with its posted privacy policy (URL to be supplied by Velano and updated from time to time). Customer will maintain privacy practices consistent with industry standards and Applicable Laws.

5.2 Confidential Information; Exceptions

“Confidential Information” means non-public information disclosed by a party that is marked or should reasonably be understood as confidential (including technical, product, financial, roadmap, and business information). Confidential Information excludes information that: (i) was known without duty of confidentiality; (ii) is independently developed without use of the discloser’s information; (iii) becomes public through no fault of the recipient; or (iv) is rightfully received from a third party without duty of confidentiality. Pricing and access terms are Velano’s Confidential Information.

Each party will protect the other’s Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors who need to know and are bound by confidentiality obligations. Upon request, Confidential Information will be returned or destroyed. A party may disclose Confidential Information if required by law, subpoena, or court order, provided it (where legally permitted) gives prompt notice, limits disclosure, and cooperates in seeking protective measures.

5.3 Personal Data; UK/EU GDPR

Each party is responsible for complying with Applicable Laws when processing personal data. Where Customer accesses personal data subject to the EU GDPR or UK GDPR, each party acts as an independent controller for such data and will comply with applicable controller obligations. Velano’s Controller-to-Controller and/or Controller-to-Processor data processing addenda (as applicable and as updated by Velano from time to time) are incorporated by reference and will govern cross-border transfers and processing details. Customer will process UK/EU personal data only on a valid legal basis (e.g., legitimate interests or consent).

Velano may provide a removal/suppression list of individuals who have requested deletion from Velano’s datasets. Customer will promptly (within three business days) remove such records from its systems unless Customer has an independent lawful basis to retain them.

5.4 Matching, Cleansing, and Deliverability Signals

If Customer submits business contact data to Velano for matching/cleansing, Velano will use commercially reasonable efforts consistent with its research protocols to validate and update such data and may use aggregate deliverability indicators (e.g., bounce signals) to improve data quality and remove invalid records.

5.5 Operational and Telemetry Data (“Related Information”)

Velano may collect and use information about Customer’s configuration and use of the Services (e.g., usage logs, performance metrics) for support, security, compliance, monitoring, product improvement, and recommendations. Velano may create de-identified and/or aggregated insights and derivative works from such information and from Customer feedback, without identifying Customer or any individual.

5.6 Customer Data

Customer is solely responsible for all data, content, and materials it uploads, posts, or otherwise provides in connection with the Services (“Customer Data”). Customer represents it has the rights and consents necessary for Velano to process Customer Data to deliver the Services. Velano may produce de-identified and aggregated outputs derived from Customer Data; such outputs are Velano’s property and will not identify Customer.

6. Representations and Warranties

6.1 Mutual

Each party represents that it is duly organized, validly existing, and has the authority to enter into and perform under these Terms.

6.2 Customer

Customer represents it will comply with Applicable Laws and the usage restrictions herein and will not infringe or violate third-party rights through its use of the Services.

6.3 Velano

Velano represents it has the rights necessary to grant Customer access to the Licensed Materials and Technology as contemplated by these Terms.

7. Remedies

7.1 Cumulative Remedies

Unless expressly stated as exclusive, remedies under these Terms are cumulative and in addition to other remedies available at law or in equity.

7.2 Provisional Relief

Unauthorized disclosure of Confidential Information (and Customer’s unauthorized disclosure or use of Licensed Materials) may cause irreparable harm. The non-breaching party may seek injunctive or other equitable relief without posting bond.

8. Dispute Resolution; Governing Law; Class Waiver; Fees

8.1 Arbitration (Non-Litigation Claims)

Except for Litigation Claims defined below, any dispute, claim, or controversy arising out of or relating to these Terms, including their formation, breach, termination, enforcement, interpretation, or validity, shall be resolved by binding arbitration administered by the Israeli Institute of Commercial Arbitration (IICA) (or any successor) under its then-current rules. A single arbitrator will preside. The seat and venue of arbitration will be Tel Aviv, Israel. The arbitrator may award any relief permitted by law except:
(a) punitive, exemplary, or multiple damages (unless caused by a party’s gross negligence or willful misconduct);
(b) mandatory or prohibitory injunctive relief other than temporary relief in aid of arbitration or to secure payment; or
(c) damages in excess of the limitations in these Terms.

8.2 Litigation Claims

The following claims are excluded from arbitration and must be litigated: (a) third-party claims against a party (and related pass-through claims); (b) misuse or unauthorized disclosure of a party’s Confidential Information; (c) Velano’s actions to collect undisputed Fees; and (d) claims for injunctive relief (other than temporary relief in aid of arbitration).

8.3 Governing Law; Venue

These Terms are governed by the laws of the State of Israel, excluding conflict-of-law principles. Subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the competent courts in Tel Aviv, Israel, and waive objections based on inconvenient forum to the fullest extent permitted by law.

8.4 Class and Representative Action Waiver

Disputes must be brought on an individual basis only. Class, collective, representative, or private attorney-general actions are waived. Arbitrators have no authority to consolidate matters without all parties’ consent.

8.5 Attorneys’ Fees

The prevailing party in any action or proceeding may recover its reasonable costs and attorneys’ fees.

9. Indemnification

9.1 Customer Indemnity

Customer will defend, indemnify, and hold harmless Velano and its affiliates, officers, directors, employees, agents, and permitted assigns from third-party claims arising out of: (i) Customer’s use of the Licensed Materials in violation of law; (ii) Customer’s breach of these Terms; (iii) Customer’s communications to contacts obtained via the Services; or (iv) use by any third party to whom Customer granted access (including via shared credentials).

9.2 Velano IP Indemnity

Velano will defend and indemnify Customer against final damages or approved settlements arising from a third-party claim that the Licensed Materials or Technology, as provided by Velano and used by Customer in accordance with these Terms, infringe such third party’s intellectual-property rights. This obligation does not apply to claims arising from: (i) use with software, data, hardware, or processes not supplied by Velano where the claim would not exist but for such combination; (ii) modifications not made by Velano; or (iii) Customer’s breach of these Terms. This Section states Velano’s exclusive obligation and Customer’s sole remedy for third-party IP claims.

9.3 Indemnification Procedure

The indemnified party must promptly notify the indemnifying party in writing, grant it sole control of the defense and settlement (no settlement imposing liability or admission on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party’s expense.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR A PARTY’S OR ITS AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE, LOST PROFITS, LOST BUSINESS, OR LOSS/CORRUPTION OF DATA DAMAGES, WHETHER OR NOT FORESEEABLE, EVEN IF ADVISED OF THE POSSIBILITY.

Velano’s aggregate liability arising out of or related to these Terms will not exceed the Fees actually paid by Customer to Velano in the twelve (12) months preceding the event giving rise to the claim. Customer’s exclusive remedy for Velano’s uncured material breach is termination and a prorated refund of prepaid Fees for the post-termination period.

11. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, TECHNOLOGY, LICENSED MATERIALS, AND ANY SUPPORT OR OTHER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. No party may make warranties on behalf of the other.

Velano does not represent or warrant that use of the Services will render Customer compliant with any particular law, regulation, standard, or policy. If Customer uses the Services in pursuit of compliance, Customer remains solely responsible for achieving and maintaining such compliance.

Velano is not responsible for failures caused by:
(a) misuse or failure to follow Documentation;
(b) Customer Data;
(c) telecom or network failures outside Velano’s reasonable control;
(d) Customer’s products, services, or acts/omissions;
(e) force majeure events;
(f) scheduled maintenance; or
(g) unauthorized access, breaches, or hacking not caused by Velano’s gross negligence or willful misconduct.

12. Audit

During the Term and for two (2) years thereafter, Customer will maintain accurate records sufficient to demonstrate compliance with these Terms. Upon reasonable notice during normal business hours, Velano (or its designated auditor) may review such records and systems solely to verify compliance. Audits will be at Velano’s expense unless material non-compliance is discovered, in which case Customer will reimburse Velano’s reasonable, documented audit costs.

13. Miscellaneous

13.1 Assignment

Either party may assign these Terms to a successor in connection with a merger, stock or asset sale, corporate reorganization, or similar transaction. Customer’s assignment to a competitor of Velano requires Velano’s prior written consent. Customer must give at least 14 days’ written notice prior to any assignment. Any other assignment without required consent is void.

13.2 Notices

Customer must provide a valid email address for official notices under this Agreement. All notices or communications required or permitted hereunder will be delivered by email to the address designated by each party for such purpose and will be deemed delivered upon transmission. Notices to Velano should be sent to legal@velano.io (or any successor address Velano may designate in writing). If Customer does not supply a notice email, Velano may deliver notices by any reasonable method intended to provide actual notice.

13.3 Currency

All monetary amounts are in U.S. Dollars (USD) unless otherwise stated in the Order Form.

13.4 Marketing; Publicity

Customer authorizes Velano to use Customer’s name and logo in customary customer lists and marketing materials, unless and until Customer revokes this authorization in writing.

13.5 Suggestions and Feedback

Velano may use and incorporate, without obligation, any feedback, suggestions, or ideas provided by Customer or its Authorized Users regarding the Services, provided no Customer Confidential Information is disclosed.

13.6 Entire Agreement; Order of Precedence

The Order Form, any referenced service-specific terms, and these Terms constitute the entire agreement between the parties (the “Agreement”) and supersede prior or contemporaneous understandings on the subject matter. In the event of conflict, these Terms control unless the Order Form expressly states it overrides them.

13.7 Amendments; Waivers

Any amendment or waiver must be in a writing signed (including electronically) by authorized representatives of both parties. No waiver of any breach is a waiver of any other breach.

13.8 Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, labor disputes, power or internet outages, natural disasters, embargoes, governmental actions, terrorism, or war.

13.9 Export Compliance

The Services and derivatives may be subject to export laws and regulations of Israel, the United States, and other jurisdictions. Neither party is on a government denied-party list. Customer will not allow access or use in embargoed regions or in violation of applicable export controls.

13.10 Severability; Survival

If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain in effect. Provisions that by their nature should survive (including Ownership, Termination Effects, Confidentiality, Remedies, Dispute Resolution, Indemnification, Limitations, Disclaimers, Audit, and Miscellaneous) survive termination or expiration.

13.11 Independent Contractors

The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, or employment relationship.

13.12 Interpretation; Headings

“Including” means “including without limitation.” Section headings are for convenience only and do not affect interpretation.

Last updated: September 23, 2025