The terms common to every VeloTech product. Each product adds a short schedule of its own.
1.1 This Master Subscription Agreement (the "Agreement") is between VeloTech Systems Inc. ("VeloTech", "we", "us") and the organization identified at checkout or on an Order Form ("Customer", "you"). It governs your use of every VeloTech product you subscribe to.
1.2 The agreement stack. Your contract is made up of this Agreement; a Product Schedule for each product you buy, setting out what that product is and how it is metered and priced; the Data Processing Agreement and its annex for each product; and an Order Form where one is signed. Each Product Schedule and DPA annex is incorporated into this Agreement for each product you subscribe to, and only for that product.
1.3 The Legal Centre. VeloTech publishes the current and superseded versions of every document above at velotechsys.ai/legal. Each carries a version identifier and an effective date, and each superseded version remains retrievable there.
1.4 How you accept. You accept this Agreement, the applicable Product Schedules, and the DPA by any of: (a) completing VeloTech's online subscription flow, where you are shown the applicable documents and their versions and must affirmatively indicate acceptance before payment; (b) signing an Order Form that references this Agreement; or (c) accessing or using a VeloTech product. The person accepting represents that they are authorized to bind the Customer.
1.5 What we record. When you accept online, VeloTech records the version identifier of each document presented, the date and time of acceptance, the identity of the accepting person, and the technical details of the acceptance. That record is the evidence of what you agreed to and is available to you on request.
1.6 One acceptance covers the products you buy. Where you subscribe to more than one VeloTech product, you accept this Agreement once. Adding a further product adds that product's Schedule and DPA annex; it does not require you to re-accept this Agreement unless a new version applies under section 19.
1.7 Order of precedence. If terms conflict: (1) a signed Order Form; (2) the DPA and its applicable annex, on matters of personal-information processing; (3) the applicable Product Schedule; (4) this Agreement.
"Product" — a VeloTech software-as-a-service application identified in a Product Schedule. "Service" — the Products you subscribe to, including their AI features, APIs, and documentation we make generally available. "Customer Data" — all data, content, and records that you or your Users submit to, or generate in, the Service. "User" — an individual authorized by you to access the Service under your account. "Order Form" — a document signed by both parties identifying the Products, quantities, term, and fees. "Subscription Term" — the period for which you have paid, as described in section 17. "AI Credit" — the unit in which AI usage is metered, as defined in the applicable Product Schedule.
3.1 Right to use. Subject to this Agreement and payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Products you subscribe to, during the Subscription Term, for your internal business purposes.
3.2 What we will do. We will provide the Service in accordance with this Agreement and will not materially reduce its core functionality during a paid Subscription Term. We will maintain the safeguards described in the DPA and the applicable annex.
3.3 Reservation. We retain all rights not expressly granted.
3.4 Changes to the Service. We improve the Service continuously and may add, modify, or remove features. If we discontinue a feature you materially rely on during a paid Subscription Term, and the change materially degrades the Service for you, you may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the remainder of that term, as your sole remedy.
4.1 Your account. You are responsible for your account, for the acts and omissions of your Users, and for keeping credentials secure. Tell us promptly at security@velotechsys.ai if you believe your account has been compromised.
4.2 Units of subscription. Products are priced per Seat, per organization, or on another basis stated in the applicable Product Schedule. Where a Product is priced per Seat, the Schedule defines how Seats are counted and trued up.
4.3 No sharing. Where a Product is licensed per named individual, that entitlement may be reassigned when a person leaves or changes role, but may not be shared concurrently.
5.1 VeloTech does not offer free trials. A subscription, and billing, begin when you complete checkout or on the start date in your Order Form, unless an Order Form expressly grants a trial on the terms it states.
6.1 Fees. You will pay the fees for the Products, plans, and quantities presented at checkout or set out in your Order Form. Current list pricing for each Product is in its Product Schedule; the pricing in effect for you is the pricing you accepted.
6.2 Payment. Payments are processed by our payment processor, Stripe Payments Canada, Ltd. We do not receive or store your full payment-card details. You authorize us and our payment processor to charge your payment method for all amounts due, including quantity true-ups and usage overage.
6.3 Billing cycle and renewal. Subscriptions bill monthly or annually in advance, as selected, and renew automatically for successive periods of the same length unless cancelled under section 17. Annual pricing reflects a discount against monthly rates and is not refundable mid-term except as expressly stated.
6.4 Non-payment. If a charge fails, we may retry it and will notify you. If fees remain unpaid 15 days after the due date, we may suspend the Service under section 17.4. Suspension does not relieve you of the obligation to pay. Overdue amounts bear interest at 1.5% per month (19.56% per year), or the maximum rate permitted by law if lower, from the due date until paid.
6.5 Taxes. Fees are exclusive of taxes. VeloTech is registered for Canadian GST/HST and will charge GST/HST on taxable supplies to Canadian customers at the applicable rate, shown separately on your invoice. You are responsible for all other sales, use, QST, VAT, and similar taxes arising from your purchase, other than taxes on our net income. If you are exempt, or hold a registration that shifts the collection obligation, provide valid documentation before the charge.
6.6 Price changes. We may change list pricing on 30 days' notice, effective at the start of your next Subscription Term. A price change never takes effect mid-term. If a change increases your fees by more than 10%, you may decline by cancelling before the new term begins.
6.7 Currency. Fees for customers with a Canadian billing address are stated and charged in Canadian dollars (CAD). Fees for all other customers are stated and charged in US dollars (USD). An Order Form may specify a different currency. not yet implemented in billing — see checklist
7.1 Where a Product includes AI functionality, it is metered in AI Credits. Credits are measured from the AI processing your use of the Product consumes, so more complex actions use more Credits than simple ones. Indicative consumption is published in the Product; the applicable Product Schedule states how Credits are measured for that Product.
7.2 Each plan includes a monthly allotment of AI Credits, which resets at the start of each billing period and does not roll over. Whether the allotment is per Seat, per organization, or pooled is stated in the Product Schedule.
7.3 The Service notifies your administrators as consumption approaches the allotment.
7.4 Usage in a calendar month above the included allotment may be charged at the overage rate in the applicable Product Schedule, or the rate in your Order Form, in arrears after the month ends: on your next invoice for a monthly subscription, or on a separate invoice charged to your payment method for an annual subscription.
7.5 We may adjust how Credits are measured to reflect the actual cost of AI processing. Where an adjustment materially increases the Credits consumed by a feature you use, we will give 30 days' notice. Measurement changes never apply retroactively.
7.6 AI features are provided for ordinary business use of the Service. We may apply rate limits to protect the Service and will tell you if a limit affects you.
8.1 You own the outputs. As between the parties, you own the content the AI features generate for you from your Customer Data ("Output"), subject to our rights in the Service itself. Output is treated as Customer Data.
8.2 Accuracy. AI Output is probabilistic and may be inaccurate, incomplete, or unsuitable for your purpose. It is a draft for a human to review, not a decision. You are responsible for reviewing Output before relying on it, sending it to a third party, or acting on it. Do not use the Service as the sole basis for any decision that has legal or similarly significant effects on an individual.
8.3 No training on your data. We do not use Customer Data to train, fine-tune, or improve any generative AI model, and our AI subprocessor is contractually bound not to do so. We may use aggregated, de-identified operational metrics to operate, secure, bill for, and improve the Service; such metrics do not contain Customer Data.
8.4 AI subprocessor. AI features are powered by models operated by Anthropic, PBC. Customer Data submitted to an AI feature is transmitted to that subprocessor solely to return the Output. The commitment in 8.3 is backed by that subprocessor's commercial terms, which prohibit it from training models on customer content. Subprocessors are listed on the sub-processor page and in the DPA.
8.5 Similar outputs. AI systems may generate similar or identical Output for different customers. Nothing in 8.1 gives you rights in another customer's Output or restricts our ability to provide the Service to others.
9.1 You own it. As between the parties, you own all Customer Data. We claim no ownership in it.
9.2 Our licence. You grant us a limited, worldwide, non-exclusive licence to host, copy, transmit, display, and process Customer Data solely as needed to provide, secure, support, and bill for the Service, and as instructed by you.
9.3 Your responsibility. You are responsible for the accuracy and legality of Customer Data and for having the rights and, where required, the consents necessary for us to process it. Restrictions on the categories of data you may submit to a particular Product are in the DPA annex for that Product.
9.4 Data protection. Where Customer Data includes personal information, the VeloTech Data Processing Agreement and the annex for each Product apply and are incorporated into this Agreement. The DPA is listed in the Legal Centre and provided on request. publish the DPA once each annex passes its publication gate — until then online checkout cannot present it as §1.4(a) requires, so sell by Order Form
9.5 Location. We host Customer Data in Amazon Web Services' Canada (Central) (ca-central-1) region. Limited processing may occur elsewhere through subprocessors identified in the DPA, subject to the safeguards described there.
9.6 Retrieval and deletion. You may export Customer Data through the Service at any time during your subscription. On termination, section 18 applies.
10.1 The Service can connect to third-party services you choose to enable.
10.2 You decide. These integrations are optional and are activated by you. When you enable one, you authorize us to exchange Customer Data with it as needed for the integration to work. Your use of a third-party service is governed by your agreement with that provider, not this one.
10.3 Not our service. We do not control third-party services, do not warrant them, and are not liable for their acts, omissions, availability, or handling of data once it reaches them. If a third-party service changes or becomes unavailable, the corresponding integration may stop working; that alone is not a breach of this Agreement.
You will not, and will not permit any User or third party to:
We may suspend access under section 17.4 for a breach of this section.
12.1 Each party may receive non-public information of the other ("Confidential Information"). Customer Data is your Confidential Information. The Service's non-public features, pricing not publicly listed, and security documentation are ours.
12.2 The receiving party will protect Confidential Information with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and advisors who need it and are bound by comparable obligations.
12.3 These obligations do not apply to information that is or becomes public without breach, was known without duty of confidence, is independently developed, or is rightfully received from a third party. Disclosure compelled by law is permitted if, where lawful, the receiving party gives prompt notice.
12.4 Obligations continue for 3 years after disclosure, except that they continue for Customer Data for as long as we hold it, and for trade secrets for as long as they remain trade secrets.
13.1 We own the Service and all intellectual property in it, including all improvements. You own Customer Data and Output as set out in sections 8 and 9.
13.2 If you give us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free licence to use it without restriction or obligation to you.
13.3 Publicity. We may identify you as a customer, using your name and logo, on our website and in customer lists and marketing materials, unless you tell us in writing at the notice address in section 21.1 that you do not want us to. We will stop within 30 days of that notice. Otherwise neither party may use the other's name or marks publicly without prior written consent.
14.1 Mutual. Each party warrants that it has the authority to enter into this Agreement.
14.2 Our warranty. We warrant that each Product will perform materially in accordance with its documentation. If it does not, your remedy is for us to correct the non-conformity or, if we cannot do so within a reasonable time, to terminate the affected subscription and refund prepaid fees for the unused portion of the term.
14.3 Availability. We use commercially reasonable efforts to keep the Service available, and we schedule planned maintenance to minimize disruption. This Agreement makes no availability commitment — it states no uptime percentage and provides no service credits or other remedy for downtime. An Order Form may include a binding service-level commitment and associated remedies; where it does, that Order Form governs availability for that subscription.
14.4 Disclaimer. Except as expressly stated in this Agreement, the Service is provided "as is", and we disclaim all other warranties, express, implied, statutory, or otherwise, including merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted or error-free, or that AI Output will be accurate. This section does not limit any warranty or condition that cannot be excluded under applicable law.
15.1 By VeloTech. We will defend you against a third-party claim that the Service, used as permitted, infringes that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. If the Service becomes, or we believe it may become, the subject of such a claim, we may procure the right to continue using it, modify it to be non-infringing, or terminate the affected subscription and refund prepaid unused fees. We have no obligation for claims arising from Customer Data, use in breach of this Agreement, or combination with anything not supplied by us.
15.2 By Customer. You will defend us against a third-party claim arising from Customer Data or from your use of the Service in breach of this Agreement or applicable law, and will pay damages finally awarded or agreed in settlement.
15.3 Process. The indemnified party must give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation. No settlement imposing liability or an admission on the indemnified party without its consent.
16.1 Cap. Except as stated in 16.3 and 16.3A, each party's total aggregate liability arising out of or related to this Agreement will not exceed the fees paid or payable by you to us under this Agreement in the twelve (12) months preceding the event giving rise to the liability.
16.2 Exclusion of indirect damages. Except as stated in 16.3A, neither party is liable for lost profits, lost revenue, loss of business, loss of goodwill, or any indirect, incidental, special, consequential, or punitive damages, however caused and regardless of the theory of liability, even if advised of the possibility.
16.3 Enhanced cap. For (a) a Data Protection Breach — our breach of section 9.4, the DPA, or section 12 as it applies to Customer Data, including any unauthorized access to, or disclosure or loss of, Customer Data resulting from that breach — and (b) the indemnity obligations in section 15, each party's total aggregate liability will not exceed three (3) times the fees paid or payable by you to us under this Agreement in the twelve (12) months preceding the event giving rise to the liability. This enhanced cap is in place of, not in addition to, the cap in 16.1 for those matters.
16.3A Exclusions from the caps. The limits in 16.1 to 16.3 do not apply to: (a) your obligation to pay fees; (b) either party's breach of section 12 other than a Data Protection Breach; (c) a party's gross negligence, wilful misconduct, or fraud; and (d) any liability that cannot be limited under applicable law.
16.4 Basis of the bargain. These limits reflect an allocation of risk, are an essential basis of the bargain, and the fees would be materially higher without them.
16.5 One cap across Products. Where you subscribe to more than one Product, 16.1 and 16.3 each apply once to all of them in aggregate, calculated on the total fees paid under this Agreement.
17.1 This Agreement starts when you first accept it and continues while you have an active subscription to any Product.
17.2 Subscriptions renew automatically under 6.3.
17.3 Cancellation. You may cancel a subscription to any Product at any time, effective at the end of the then-current Subscription Term. Cancellation stops renewal; it does not refund fees already paid, except where expressly provided.
17.4 Suspension. We may suspend the Service, in whole or in part, on notice where (a) fees are overdue under 6.4, (b) your use breaches section 11 or poses a security risk to the Service or other customers, or (c) we are required to by law. We will restore access promptly once the cause is resolved, and, where practical and lawful, will give notice first and limit the suspension to what is necessary.
17.5 Termination for cause. Either party may terminate this Agreement and any subscription if the other materially breaches and does not cure within 30 days of written notice, or immediately on the other's insolvency or comparable proceeding.
17.6 Effect. On termination, your right to access the Service ends and all unpaid fees for the terminated term become due. If we terminate for cause under 17.5, or you terminate under 3.4, 14.2, or 15.1, you receive a pro-rata refund of prepaid unused fees.
17.7 Per-Product termination. Terminating a subscription to one Product does not terminate this Agreement or your subscriptions to other Products, unless the terminating party says so.
17.8 Survival. Sections 2, 8.1, 8.5, 9.1, 12, 13, 14.4, 15, 16, 18, 20, and 21 survive termination.
18.1 For 30 days after termination or expiry, we will make Customer Data available for export through the Service or, on request, in a structured machine-readable format.
18.2 After that period, we will delete Customer Data from active systems within 30 days and from backups in the ordinary course of backup rotation, except where retention is required by law. The DPA controls where the two differ.
18.3 We may retain aggregated, de-identified data that does not identify you or any individual.
19.1 We may update this Agreement, a Product Schedule, or the DPA. Every version is published in the Legal Centre with its version identifier and effective date, and superseded versions remain retrievable there.
19.2 When changes take effect. An updated version takes effect when it is posted in the Legal Centre, or on any later effective date it states. For changes that materially affect you, we will also notify your account administrators by email or in the Service. Your continued use of the Service after a change takes effect is acceptance of it. If you do not agree to a change, your remedy is to cancel under section 17.3. counsel: confirm change-on-posting is enforceable for Canadian B2B customers
19.3 Fees are not changed this way. Changes to the fees for your subscription are governed by section 6.6, and an Order Form can be changed only by a document signed by both parties.
20.1 This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
20.2 The parties submit to the exclusive jurisdiction of the courts of Ontario, sitting in Toronto.
20.3 Nothing prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
21.1 Notices. To VeloTech: legal@velotechsys.ai. To you: the email address on your account. Notices are effective on delivery.
21.2 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, on notice. Any other attempted assignment is void.
21.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.
21.4 Independent contractors. Nothing creates a partnership, agency, or employment relationship.
21.5 No third-party beneficiaries.
21.6 Severability. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest remains in effect.
21.7 Waiver. A failure to enforce is not a waiver.
21.8 Entire agreement. This Agreement, together with the applicable Product Schedules, the DPA and its annexes, and any Order Form, is the entire agreement and supersedes all prior discussions. Any purchase order or vendor portal terms you issue are of no effect, even if we acknowledge them.
21.9 Export controls and sanctions. Each party will comply with export-control and economic-sanctions laws applicable to it. You will not use the Service in, or make it available to any person located in, a country or region subject to comprehensive Canadian or United States sanctions, or to any person on a Canadian, United States, or United Nations sanctions list.
21.10 Anti-bribery. Each party will comply with applicable anti-corruption laws, including the Corruption of Foreign Public Officials Act (Canada), in connection with this Agreement.
21.11 Language. This Agreement and all related documents are drawn up in English. Where Customer’s billing address is in Quebec, the parties conclude this Agreement only through an Order Form whose terms are open to negotiation, and they confirm their express wish that this Agreement and all related documents be drawn up in English only. Les parties confirment leur volonté expresse que la présente convention et tous les documents qui s’y rattachent soient rédigés en anglais seulement. counsel: confirm that a signed Order Form on these standard terms is outside the s.55 contract-of-adhesion rule — if the terms are not genuinely negotiable it may still be a contract of adhesion, and a French version would be required first
VeloTech Systems Inc. — legal@velotechsys.ai
Registered address — registered address required