Velocity Platform Terms of Service

PLEASE READ THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT") CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (THE "CUSTOMER" OR "USER") AND VELOO LTD., AN ISRAELI CORPORATION ("COMPANY," "WE," OR "US"). BY ACCESSING THE VELOCITY PLATFORM REST API, UTILIZING AN API KEY, OR USING OUR AWS-DEPLOYED RENDERING AS A SERVICE (RaaS) INFRASTRUCTURE (COLLECTIVELY, THE "SERVICES"), YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICES.

1. DESCRIPTION OF SERVICES & MODIFICATIONS

Velocity Platform provides a REST API-driven, AWS-deployed Rendering as a Service (RaaS) infrastructure.

• Service Modification Rights: Company reserves the right to modify, update, suspend, or discontinue any part of the Services at any time, with or without notice, for any reason including maintenance, security, or business purposes. Company shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

2. PILOT PROGRAM ACCESS, CONFIDENTIALITY & FEEDBACK

• Invitation Only & B2B: Access is granted via a unique, non-transferable API key solely for a pre-release, closed beta pilot program.
• User Eligibility: You represent and warrant that you are at least 18 years of age and have the full right, power, and authority to enter into this Agreement on behalf of the business entity you represent.
• Rendering Budget: Customer is allocated a free rendering budget. Once this threshold is met, the API key will be deactivated.
• Confidentiality: Customer acknowledges that the Services contain pre-release, confidential information and trade secrets of Company. Customer agrees not to disclose, publish, or share details regarding the Services' performance, features, or bugs (including screenshots or benchmark data) with any third party without Company's prior written consent.
• Feedback License: You may provide suggestions, comments, or other feedback regarding the Services ("Feedback"). You hereby grant Company a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and exploit such Feedback for any purpose.

3. CUSTOMER MATERIALS AND PROHIBITED CONTENT

• Customer Materials: Company never obtains any ownership over your Customer Materials. You retain all right, title, and interest in files uploaded by you.
• License to Company: Customer grants Company a worldwide, royalty-free, non-exclusive license to use, host, copy, and process Customer Materials solely for the purposes of providing the Services, internal testing, debugging, and platform optimization during the pilot.
• STRICT PROHIBITION ON FONTS: THE UPLOADING OF ANY FONT FILES (INCLUDING BUT NOT LIMITED TO .TTF, OTF, WOFF, AND JSON-WRAPPED FONT DATA) IS STRICTLY PROHIBITED. VIOLATION WILL RESULT IN IMMEDIATE TERMINATION.
• Prohibited Content: You agree strictly NOT to upload, render, or distribute any material that:
  
  • Exploits Minors: Depicts, promotes, or incites the abuse, exploitation, or sexualization of children (CSAM). We have a zero-tolerance policy for CSAM and will report such content to relevant authorities.
  • Nudity & Sexual Content: Contains sexually explicit material, pornography, or nudity.
  • Violence & Hate: Promotes violence, incites hatred, or depicts gratuitous gore.
  • Malicious & Illegal: Contains software viruses, malware, is defamatory, unlawful, or violates third-party rights.
• Right to Review & Remove: Company reserves the right to review Customer Materials and remove any content that violates this Section without prior notice.

4. DATA RETENTION AND TERMINATION

• Account Deletion: Upon the conclusion of the pilot or exhaustion of the rendering budget, Company will delete the Customer account and all associated data from its AWS cloud storage.
• Backup & Download Responsibility: Company is under no obligation to store Rendered Content long-term. Customer is solely responsible for backing up content immediately. Unless otherwise agreed in writing, any Rendered Content remaining on our servers will be permanently deleted thirty (30) days after its creation ("Rolling Retention"), regardless of the Pilot Program duration.
• Pilot-to-Commercial Transition: If Company offers a commercial version of the Services following the pilot program, Company will notify you at least fourteen (14) days prior to the transition. Your continued access will require acceptance of the then-current commercial terms and payment of applicable fees. Nothing in this Agreement obligates Company to offer a commercial version or to provide you with continued access.

5. INTELLECTUAL PROPERTY RIGHTS

• Company IP: Company is the sole owner of the Velocity Platform, including the RaaS infrastructure, API architecture, and proprietary rendering technology.
• Restrictions: You shall not attempt to decompile, disassemble, reverse engineer, or otherwise discern the source code or architecture of the Services.
• Rendered Content: Subject to these Terms, Company grants Customer ownership of the specific video files produced by the Platform during the pilot.

6. EXPORT CONTROL AND SANCTIONS

You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to a United States, United Kingdom, European Union, or Israeli government embargo, or listed on any government list of prohibited or restricted parties.

7. DISCLAIMER OF WARRANTIES ("AS IS")

ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FOR AUSTRALIAN USERS: NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS, OR MODIFIES ANY GUARANTEE, RIGHT, OR REMEDY UNDER THE AUSTRALIAN CONSUMER LAW WHICH CANNOT BE EXCLUDED.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY FOR ALL CLAIMS EXCEED $50.00 USD.

9. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Company from any claims arising out of your use of the Services; your violation of these Terms; your violation of the "No Fonts" or "Prohibited Content" restrictions; or any claim that Customer Materials infringe third-party rights.

10. GOVERNING LAW, JURISDICTION & CLASS ACTION WAIVER

• Governing Law: These Terms are governed by the laws of the State of Israel, subject to any mandatory local consumer laws that cannot be excluded by contract (such as the UK Consumer Rights Act, Quebec Consumer Protection Act, or Australian Consumer Law).
• Jurisdiction: Any legal action will be brought exclusively in the courts located in Tel Aviv, Israel.
• Class Action Waiver: You agree that any claim shall be brought in your individual capacity, and not as a plaintiff or class member in any purported class proceeding.

11. NOTICE OF COPYRIGHT INFRINGEMENT (DMCA)

If you believe material on the Services infringes your copyright, you may submit a notification pursuant to the DMCA by providing our Copyright Agent (info@veloo.io) with the following: (a) Signature of the rights holder; (b) Identification of the work; (c) Identification of the infringing material; (d) Contact information; (e) Statement of good faith belief; and (f) Statement of accuracy under penalty of perjury.

12. FORCE MAJEURE

Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, AWS outages, or internet service provider failures.

13. PUBLICITY

You agree that Company may identify you (by name and logo) as a Velocity Platform customer on Company's website and promotional materials. You may revoke this right at any time by contacting info@veloo.io.

14. CHANGES TO THIS AGREEMENT

Company reserves the right to modify this Agreement at any time. We will provide notice of material changes by email at least fourteen (14) days before such changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the modified terms.

15. MISCELLANEOUS

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
• Assignment: You may not assign or transfer this Agreement or any rights hereunder without Company's prior written consent. Company may assign this Agreement freely without restriction.
• Notices: All notices under this Agreement shall be in writing and sent to info@veloo.io (for Company) or to the email address associated with your account (for Customer). Notices sent by email are deemed received twenty-four (24) hours after sending, provided no delivery failure notification is received by the sender.
• Waiver: The failure of Company to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
• Entire Agreement: This Agreement constitutes the entire agreement between you and Company regarding the Services and supersedes all prior or contemporaneous understandings.