Velora Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you" or "Customer"), and APLOS SOFTWARE, LLC, a Delaware limited liability company, doing business as "Velora" ("Velora", "we", "us", or "our"), concerning your access to and use of the Velora software applications, suites, and any related services (collectively, the "Services").

PLATFORM HIERARCHY & PRECEDENCE: Velora operates an ecosystem of independent and integrated software platforms. These Terms govern your use of all Velora native applications and services other than Aplos, Keela, or Raisely.  If you are accessing or subscribing to Aplos, Keela, or Raisely, your use of those specific platforms is governed by their respective, independent Terms of Service and user agreements and not these Terms.

Please read these Terms carefully. By creating an account, executing an order form, or accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree or do not have such authority, you are expressly prohibited from using the Services.

SECTION 1: TERM, SUBSCRIPTIONS, BILLING, AND TERMINATION

1. Subscription Model. Velora provides its suite of software products and applications (each an individual "Service" or part of the "Services") on a recurring subscription basis. The specific fees, billing frequency (e.g., monthly or annually), and subscription tiers applicable to your account will be determined by the specific product pricing page on our website, our digital checkout interface, or an executed order form at the time of purchase.
2. Term and Renewal. The term of these Terms (the "Term") commences on the date you execute an order form, complete digital checkout, or otherwise first subscribe to a Service and continues for the period set forth on the applicable order form or checkout interface (the "Initial Term"). Thereafter, the Term will automatically renew for successive periods of the same length as the Initial Term, unless either party refuses such renewal by written notice delivered to the other party thirty (30) or more days prior to the expiration of the then-current term.
3. Billing and Payment. By subscribing to a Service, you authorize Velora (via our third-party payment processor) to automatically charge your credit card or designated payment method in advance on a recurring cycle matching your chosen subscription term. Renewals will be billed in accordance with Section 1.2 unless properly canceled.
4. No Refunds. All payments made to Velora are non-refundable. If a subscription to any specific Service ends mid-cycle for any reason other than Velora's uncured material breach, you will retain access to that Service until the end of your current paid billing period, and no partial refunds, credits, or pro-rated balances will be issued for unused days or unused features within a billing cycle.
5. Termination for Cause. Either party may terminate these Terms for the other party's material breach by written notice specifying in reasonable detail the nature of the breach. Termination will be effective in thirty (30) days unless the breaching party first cures the breach within that period, or effective immediately if the breach is not subject to cure.
6. Non-Payment and Account Suspension. If your payment method fails, your billing credentials expire, or your account becomes delinquent, Velora reserves the right to immediately suspend or terminate your access to the affected Service(s), without notice until all outstanding balances are paid in full. Suspension or termination under this section is in addition to, and does not limit, Velora's other rights under these Terms.
7. Effects of Termination. Upon termination or expiration of these Terms or any specific Service subscription, you shall cease all use of the affected Service(s). The following provisions will survive termination or expiration: (a) any obligation of Customer to pay fees incurred before termination; (b) Section 2 (Customer Data Ownership & License) with respect to subsections 1 and 4 only; (c) Section 3 (Data Retention and Deletion); (d) Section 4 (Intellectual Property Rights); (e) Section 6 (Confidentiality); (f) Section 7 (Disclaimer of Warranties); (g) Section 8 (Indemnification); (h) Section 9 (Limitation of Liability); (i) Section 11 (Governing Law and Dispute Resolution); and (j) any other provision of these Terms that must survive to fulfill its essential purpose. Customer Data handling post-termination is governed by Section 3.

SECTION 2: CUSTOMER DATA OWNERSHIP & LICENSE

1. Ownership of Customer Data. Other than the rights expressly granted to Velora in these Terms, Velora has no interest in, and you retain 100% right, title, and ownership over (i) all electronic data, files, text, queries, prompts, organizational records, or other source materials input, uploaded, or submitted by your organization to any of the Services ("Input Data"), and (ii) all outputs, analyses, drafts, recommendations, insights, and other content generated by AI-driven or algorithmic features of the Services in response to your inputs or for your organization's use ("Output Data"). Subject to Customer’s compliance with these Terms, Velora hereby assigns to Customer any right, title or interest it may have in or to Output Data. Input Data and Output Data are collectively referred to as "Customer Data."
2. License to Velora. You hereby grant Velora a limited, worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and analyze your Customer Data, solely as necessary to provide services to you in accordance with these Terms, including providing the platform features of the Services (including AI- and algorithm-driven features that surface insights, analytics, or recommendations to you), delivering customer support, and preventing, detecting, and resolving technical or security issues.
3. Cross-Service Data Flows. Velora operates multiple Services that may interoperate. You authorize Velora to transmit, route, and process Customer Data between and among Velora-operated Services as necessary to provide cross-product features, integrations, or workflows that you have enabled, subscribed to, or initiated. Cross-Service data flows are subject to the same purpose limitations and security obligations set forth in this Section 2.
4. Aggregated and De-identified Data. Notwithstanding anything to the contrary herein, Velora may create, retain, and use aggregated, de-identified, and/or anonymized data derived from Customer Data for purposes including benchmarking, industry research and reporting, product development and improvement, and internal analytics. For purposes of this Section, "aggregated, de-identified and/or anonymized data" means data that has been stripped of personal identifiers and combined with data from other customers such that it cannot reasonably be used to identify any individual, organization, or Customer. Velora will not publish or share aggregated or de-identified data in a form that identifies Customer or any individual without Customer's prior consent.
5. Security Acknowledgment & Hosting Environment. Velora implements industry-standard administrative, physical, and technical safeguards designed to secure your Customer Data. However, you acknowledge that the Services rely on third-party cloud hosting providers and telecommunications networks. Velora does not control the transfer of data over the Internet, and you agree that Velora is not responsible for data exposure, losses, or security incidents to the extent caused by these external infrastructure networks or internet-wide vulnerabilities.

SECTION 3: DATA RETENTION AND DELETION

1. The 30-Day Deletion Window. If your subscription to any specific Service is canceled, terminated, or delinquent for a period of thirty (30) consecutive days or more, Velora reserves the right to permanently erase, overwrite, and destroy all Customer Data uniquely associated with that specific Service without further notice or liability to you.
2. Cross-Service Data. The Velora platform includes integrated data flows between Services. Where Customer Data has been transferred or integrated into another Service to which you maintain an active subscription, that data becomes governed by your active subscription to that Service and is not subject to deletion under Section 3.1 solely because the originating Service has been canceled, terminated, or become delinquent.
3. Customer Responsibility. You are solely responsible for extracting, exporting, and maintaining backup copies of your Customer Data, including any financial, donor, or accounting records required by applicable law or your own record-keeping obligations, using the export tools available within each Service. Velora has no obligation to maintain, recover, or provide your Customer Data to you after the 30-day window described in Section 3.1 has elapsed, and does not act as a system of record for your historical financial or compliance records.

SECTION 4: INTELLECTUAL PROPERTY RIGHTS

1. Velora Ownership. Except for your Customer Data, the Services and all of their underlying software, applications, proprietary algorithms, source code, databases, functionality, user interface designs, logos, and trademarks are owned or licensed by Velora, and are protected by copyright, trademark, and patent laws.
2. Restrictions on Use. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the specific Services you subscribe to. You agree that you will not, and will not attempt to:
   • Copy, modify, or create derivative works of the software code or application interfaces of the Services.
   • Reverse engineer, decompile, or disassemble any aspect of the Services.
   • Frame, mirror, or scrape the Services, including system content, user interface elements, or underlying code, using automated tools or scrapers (this restriction does not limit your ability to access or export your own Customer Data through tools and APIs provided by Velora).
   • Sublicense, rent, lease, or resell any of the Services, in whole or in part, to any third party.
3. Feedback. If you provide suggestions, comments on enhancements or other functionality, or other feedback regarding the Services or other Velora products or services (“Feedback”), you agree that Velora is free to use such Feedback without restriction.

SECTION 5: ACCEPTABLE USE & RESTRICTIONS

You agree to use the Services only for lawful purposes and in accordance with these Terms. You are expressly prohibited from using any of the Services to:

1. Upload or distribute files containing viruses, Trojan horses, worms, logic bombs, or any malicious software designed to disrupt, disable, or damage the Services or other users' systems.
2. Interfere with or disrupt the integrity, security, or performance of the Services or the data contained therein.
3. Attempt to gain unauthorized access to the Services, their related systems, host servers, or interconnected networks (including unauthorized hacking, vulnerability scanning, or penetration testing without explicit written consent).
4. Impersonate any person, entity, or organization, or falsely state or misrepresent your affiliation with a person or entity.
5. Circumvent, bypass, or disable any security features, access restrictions, or content filtering guardrails built into the Services, including any attempts to reverse-engineer or manipulate generative AI interfaces to output prohibited or harmful content.
6. Upload or input into the Services any data, information or other content which infringes or misappropriates any third party intellectual property, privacy or proprietary rights.

SECTION 6: CONFIDENTIALITY

In connection with these Terms, each party (as "Receiving Party") may receive non-public information from the other party (as "Disclosing Party") that is marked confidential or that a reasonable person would understand to be confidential given its nature ("Confidential Information"). Velora's Confidential Information includes, without limitation, the underlying software, algorithms, and architecture of the Services, non-public product features and roadmaps, pricing, and security documentation. Customer's Confidential Information includes, without limitation, non-public business information, financials, donor and constituent records, and Customer Data. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The Receiving Party shall (i) use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms; (ii) protect it with the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; and (iii) not disclose it to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt notice to the Disclosing Party where legally permitted and shall strictly limit its disclosure to such Confidential Information it is legally obligated to disclose. Each party's obligations under this Section survive termination for five (5) years.

SECTION 7: DISCLAIMER OF WARRANTIES

ALL VELORA SERVICES AND APPLICATIONS ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VELORA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR 100% ERROR-FREE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED IMMEDIATELY. YOU ACKNOWLEDGE THAT SERVICES INTEGRATING ARTIFICIAL INTELLIGENCE OR AUTOMATED CONTENT GENERATION ARE DESIGNED FOR ASSISTANCE PURPOSES ONLY; VELORA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR LEGAL COMPLIANCE OF ANY AI-GENERATED OUTPUTS, TEXT DRAFTS, OR DATA SUGGESTIONS. YOUR USE OF THE SERVICES AND OUTPUT DATA IS AT YOUR SOLE RISK.

SECTION 8: INDEMNIFICATION

Customer shall defend, indemnify, and hold harmless Velora and the Velora Associates (as defined below) against any "Indemnified Claim," meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the Services, including without limitation: (a) claims by Customer's employees and its other users of the Services, as well as by Customer's own customers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, privacy, confidentiality or other intellectual property or proprietary right by written material, images, logos or other content uploaded to the Services through Customer's account, including without limitation by Customer Data; and (d) claims that use of the Services through Customer's account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to Customer’s negligence. Customer's obligations set forth in this Section 8 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer's expense and payment of judgments. (The "Velora Associates" are Velora's officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)

Velora shall defend, indemnify, and hold harmless Customer against any third party claim, suit, or proceeding alleging that the Services, when used by Customer in accordance with these Terms, infringe or misappropriate a third party's United States patent, copyright, trademark, or trade secret rights. Velora's obligations under this paragraph do not apply to the extent a claim arises from: (a) Customer Data or content provided by Customer; (b) Customer's use of the Services in combination with anything not provided or authorized by Velora; (c) modifications not made or approved by Velora; (d) Customer's continued use after Velora has provided a non-infringing alternative or asked Customer to discontinue use; or (e) use outside the scope of these Terms or in violation of applicable law. Velora's total liability under this paragraph is subject to the limitation of liability in Section 9.

If the use of the Services by Customer has become, or in Velora's opinion is likely to become, the subject of any claim of infringement, Velora may at its option and expense (a) procure for Customer the right to continue using the Services as set forth hereunder; (b) replace or modify the Services to make them non-infringing without material reduction in functionality; (c) substitute an equivalent for the Services; or (d) if options (a) through (c) are not reasonably practicable, terminate these Terms.

If Customer, Velora, or a Velora Associate (each, an "Indemnified Party") becomes aware of any claim it believes it should be indemnified against under this Section 8, the Indemnified Party will give the other Party (the "Indemnifying Party") prompt written notice of such claim. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and settlement of such claim. Any compromise or settlement of such claim will require the prior written consent of both Parties, such consent not to be unreasonably withheld or delayed.

SECTION 9: LIMITATION OF LIABILITY

IN NO EVENT WILL VELORA, ITS PARENT ENTITY (APLOS SOFTWARE, LLC) OR OTHER AFFILIATES, OR ITS OR THEIR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES—INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR THIS AGREEMENT—EVEN IF VELORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VELORA’S TOTAL LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU TO VELORA FOR THE SPECIFIC SERVICE LINE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

SECTION 10: AI FEATURES

1. Similarity of Output. Due to the nature of AI technology, Customer acknowledges and agrees that Output Data may not be unique across users and the Services may generate the same or similar output for a third party. Other customers and users may also provide similar input and receive the same or similar output. Output that is requested by and generated for other customers or users is not considered Customer Data.
2. Customer Obligations. Customer agrees that: (a) it is responsible for obtaining any consents and permissions necessary to provide Input Data to the Services; (b) it will not falsely represent any Output Data as being human-generated; and (c) it will not use any AI features including in the Services in a manner that could be classified as high-risk or prohibited under applicable laws and regulations.

SECTION 11: GOVERNING LAW AND DISPUTE RESOLUTION

1. Governing Law. These Terms, your use of the Services, and any dispute or claim arising out of or in connection with them shall be governed by, and construed in accordance with, the internal laws of the State of California, without giving effect to any choice or conflict of law provision or rule.
2. Dispute Resolution and Jurisdiction. The parties agree that any legal action, suit, or proceeding arising under or relating to these Terms or the Services must be brought exclusively in the state or federal courts located within the State of California. Each party hereby irrevocably submits to the personal jurisdiction and exclusive venue of such courts.

SECTION 12: AMENDMENTS AND UPDATES

1. Right to Modify. Velora reserves the right to modify, amend, or update these Terms at any time to reflect changes in our business, multi-product suite, or legal obligations.
2. Notice of Changes. When changes are made, we will update the "Last Updated" date at the top of this page. Depending on the scale and importance of the update, we may also provide additional notice to you either via email sent to your primary account address or through a notification displayed directly within the user interface of the applicable Services.
3. Continued Use. Your continued use of any of the Services following the posting or notification of changes constitutes your definitive acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Services and cancel your active subscriptions in accordance with Section 1, subject to the no-refund and end-of-paid-period terms set forth in Sections 1.2 and 1.4.

SECTION 13: GENERAL PROVISIONS

1. Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that specific provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
2. Entire Agreement. These Terms constitute the entire agreement between you and Velora regarding the use of the Services, superseding any prior or contemporaneous oral or written agreements, communications, or understandings across our product portfolio.
3. Assignment. You may not assign or transfer your rights or obligations under these Terms without Velora’s prior written consent. Any assignment or attempted assignment by you in violation of the foregoing will be null and void. Velora may freely assign its rights and obligations under these Terms (such as in the event of a corporate restructuring, merger, acquisition, or sale of a specific service line assets) without your consent or notice. Subject to the foregoing, these Terms will be binding on the parties and their successors and assigns.
4. No Waiver. No failure or delay by Velora in exercising any right or remedy under these Terms shall operate as a waiver of that right or future enforcement of that provision.
5. Injunctive Relief. Customer acknowledges that any unauthorized use of the Services will cause irreparable harm and injury to Velora for which there is no adequate remedy at law. In addition to all other remedies available under these Terms, at law or in equity, Customer further agrees that Velora will be entitled to injunctive relief in the event Customer uses the Services in any way not expressly permitted by these Terms.
6. Force Majeure. Velora will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service, in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters.
7. Notices. All notices required or permitted under these Terms shall be in writing and delivered by email. Notices to Velora shall be sent to the support email address published for the specific Service to which Customer subscribes. Notices to Customer shall be sent to the administrative email addresses on file for Customer's account, and notice to any one such address shall constitute effective notice to Customer. Notices are effective upon successful delivery, as evidenced by a delivery confirmation or the absence of a delivery-failure notification.