Terms of Service

Terms and Conditions

‍1. Parties and Definitions

These Terms of Service and Master Services Agreement (the "Agreement") are entered into by and between Velv Lab LLC, a Nevada limited liability company doing business as Velv Leads ("Velv Leads," "Velv," "we," "us," or "our"), and the individual or entity that accesses the Site or purchases Services ("Client," "you," or "your"). Velv Leads and Client are each a "Party" and together the "Parties." The terms "Velv Leads" and "Velv" are used interchangeably throughout this Agreement and both refer to Velv Lab LLC.

"Site" means the website located at velvleads.com and all associated web pages, dashboards, portals, and subdomains operated by Velv Leads.

"Services" means the advertising, lead generation, campaign management, search engine optimization, listing synchronization, website design and development, CRM implementation, consulting, and related services that Velv Leads provides to Client, whether ordered through the Site, through a written order form or proposal, or otherwise.

"Client Accounts" means the advertising, analytics, hosting, telephony, customer relationship management, and related third-party platform accounts owned or controlled by Client, in or through which Velv Leads performs the Services.

"Advertising Spend" means amounts charged by a third-party advertising platform for the delivery of advertising, billed directly to Client by that platform. Advertising Spend is not a fee paid to Velv Leads.

"Order" means the plan selection, checkout page, subscription, order form, proposal, or statement of work under which Client purchases Services.

2. Acceptance of this Agreement

2.1 Assent. By checking the box or clicking the button indicating acceptance of this Agreement at sign-up or checkout, by executing an Order that references this Agreement, or by accessing or using the Services, Client agrees to be bound by this Agreement. If Client does not agree, Client must not purchase or use the Services.

2.2 Authority. If Client accepts this Agreement on behalf of a company or other legal entity, Client represents that it has authority to bind that entity, and "Client" refers to that entity.

2.3 Record of acceptance. Velv Leads maintains a record of the date, time, and version of this Agreement accepted by Client. Client agrees that such record is admissible evidence of acceptance.

2.4 Scope. Part I of this Agreement governs Client’s use of the Site. Part II governs the Services. Part III applies to both. For the avoidance of doubt, the disclaimers, limitations of liability, and indemnities in this Agreement apply to the Services as well as to the Site.

PART I — WEBSITE TERMS OF USE

3. License and Permitted Use

Client is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Site in accordance with this Agreement. Client will not use the Site for any unlawful or prohibited purpose, and will not damage, disable, overburden, or impair the Site or interfere with any other party’s use of it. Client will not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site.

4. Client Account Security

Client is responsible for maintaining the confidentiality of its account credentials and for all activity occurring under its account. Client may not assign or transfer its account to any other person or entity. Velv Leads is not responsible for third-party access to Client’s account resulting from theft or misappropriation of credentials, or from Client’s failure to secure them. Velv Leads reserves the right to refuse or cancel service, terminate accounts, or remove or edit content in its sole discretion.

5. Minors

The Site and Services are intended for business use by persons aged eighteen (18) or older. Velv Leads does not knowingly collect personal information from persons under the age of thirteen (13), online or offline. Persons under eighteen (18) may use the Site only with the permission and supervision of a parent or legal guardian.

6. Intellectual Property in Site Content

All content forming part of the Site, including text, graphics, logos, images, compilations, and software, is the property of Velv Leads or its suppliers and is protected by copyright, trademark, and other intellectual property laws. Client will not modify, publish, transmit, reverse engineer, sell, transfer, create derivative works from, or otherwise exploit Site content, in whole or in part, and will not remove or alter any proprietary notices. Velv Leads content is not for resale. No license to Velv Leads’ intellectual property is granted except as expressly stated in this Agreement. All product and company names are trademarks or registered trademarks of their respective holders.

7. Third-Party Sites and Services

The Site may contain links to third-party websites that Velv Leads does not control. Velv Leads is not responsible for the content of any linked site and provides such links only as a convenience. Inclusion of a link does not imply endorsement or association. Certain functionality available through the Site is delivered by third-party providers, and Client consents to Velv Leads sharing information with such providers to the extent necessary to deliver the requested functionality.

8. Electronic Communications

Visiting the Site or sending email to Velv Leads constitutes electronic communication. Client consents to receive communications from Velv Leads electronically, and agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that they be in writing.

9. Privacy

Client’s use of the Site and Services is subject to the Velv Leads Privacy Policy, available at velvleads.com/privacy, which is incorporated into this Agreement by reference and describes how Velv Leads collects, uses, and discloses information.

10. International Users

The Site and Services are controlled, operated, and administered by Velv Leads from within the United States. Clients accessing the Site or Services from outside the United States are responsible for compliance with all applicable local laws, and will not use Velv Leads content in any country or manner prohibited by applicable law.

PART II — SERVICES AGREEMENT

11. Services

11.1 Scope. Velv Leads will perform the Services described in the applicable Order with reasonable skill and care. The Order controls the specific deliverables, channels, and service levels. Services not described in an Order are outside the scope of this Agreement.

11.2 Means of performance. Velv Leads determines the methods, tools, personnel, and subcontractors used to perform the Services. Velv Leads may engage subcontractors and remains responsible for their performance under this Agreement.

11.3 Independent contractor. Velv Leads is an independent contractor. Nothing in this Agreement creates a joint venture, partnership, employment, franchise, or agency relationship between the Parties.

11.4 Professional judgment; third-party and automated recommendations. Velv Leads exercises its own professional judgment in determining which actions are necessary or appropriate to perform the Services. Client may submit recommendations, audits, scores, task lists, or proposed changes from any source, including generative artificial intelligence tools and chatbots, automated auditing, grading, or scoring software, platform-generated recommendations, consultants, contractors, employees, or other agencies. Velv Leads will consider such materials in good faith, but is under no obligation to adopt or implement them, to respond to them on an item-by-item basis, or to justify any decision not to implement them. No such submission expands or modifies the scope of Services set out in an Order, creates a deliverable or obligation, or establishes a standard of care or performance against which the Services are measured.

11.5 Nature of automated output. Client acknowledges that output generated by artificial intelligence tools and automated auditing software may be inaccurate, outdated, or generic; is typically produced without access to Client Accounts, campaign history, conversion data, account structure, or platform-level context; and may recommend actions that conflict with platform policy, with the campaign strategy, or with Client’s own stated objectives. Such output is not evidence of a deficiency, error, or breach by Velv Leads, and Velv Leads’ decision not to implement it is not a failure to perform the Services.

11.6 Client-directed changes. Where Client directs Velv Leads in writing to implement a specific change that Velv Leads has not recommended or has advised against, Velv Leads may, at its election: (a) implement the change at Client’s direction and risk; (b) decline to implement it; or ( c ) treat it as a request for services outside the scope of the current Order, subject to separate scoping and additional fees. Velv Leads is not liable for any decline in performance, increase in cost, loss of data or campaign history, platform policy violation, or other loss arising from a change implemented at Client’s direction, and Section 22 applies to any such claim.

11.7 Volume of requests. If the volume, frequency, or nature of Client’s requests, revisions, or review items materially exceeds what is reasonably contemplated by the Order, Velv Leads may require that the additional work be scoped and quoted separately before it is performed.

12. Term, Renewal, and Cancellation

12.1 Term. This Agreement begins on the date Client accepts it and continues until all Orders have expired or been terminated.

12.2 Subscription renewal. Subscription Services renew automatically for successive periods equal to the initial subscription period until cancelled in accordance with this Section. Client authorizes Velv Leads to charge Client’s payment method on file for each renewal at the then-current rate.

12.3 Cancellation by Client. Client may cancel at any time by (a) logging into the Client dashboard and following the cancellation steps; (b) emailing contact@velvleads.com with the subject line "Service Cancellation Request"; ( c ) telephoning our office during business hours; or (d) texting a cancellation request to Client’s account manager. Client should include its full name, registered email address, and account details. Cancellation requests are effective at the end of the then-current billing period. Client remains responsible for fees already incurred and for the current billing period. Velv Leads will confirm cancellation in writing; if Client does not receive confirmation within two (2) business days, Client should contact us, as an unconfirmed request may not have been received.

12.4 Termination by Velv Leads. Velv Leads may suspend or terminate the Services immediately on written notice if Client fails to pay amounts when due, breaches this Agreement, initiates a chargeback, violates a third-party platform policy, or engages in conduct that exposes Velv Leads to legal or reputational risk. Velv Leads may otherwise terminate for convenience on thirty (30) days’ written notice.

12.5 Effect of termination. On termination, Client’s right to receive the Services ends. Sections concerning fees, ownership and offboarding, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution survive termination.

13. Fees, Payment, and Chargebacks

13.1 Fees. Client will pay the fees set out in the applicable Order. Unless the Order states otherwise, fees are billed in advance, are stated in U.S. dollars, and are exclusive of taxes. Client is responsible for all applicable sales, use, and similar taxes.

13.2 Payment authorization. Client authorizes Velv Leads to charge the payment method on file for all fees when due, including renewals. Client will keep payment information current.

13.3 Late payment. Amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, from the due date until paid. Velv Leads may suspend the Services for non-payment without liability, and Client remains responsible for fees accruing during suspension.

13.4 No refunds. Except where a refund is required by applicable law, all fees paid to Velv Leads are non-refundable, and all sales are final. This reflects the digital nature of the Services, which are delivered and consumed on an ongoing basis and cannot be returned once performed. Cancellation stops future billing; it does not generate a refund of amounts already paid.

13.5 Chargebacks. Client agrees to contact Velv Leads to resolve any billing dispute before initiating a chargeback or payment dispute with its card issuer or bank. Client will not initiate a chargeback for Services that were performed. If Client initiates a chargeback in breach of this Section, Velv Leads may (a) suspend or terminate the Services; (b) recover the disputed amount, any chargeback or processor fees assessed, and the reasonable costs of responding, including attorneys’ fees; and ( c ) refer the balance for collection. Client’s obligation to pay for Services performed is not discharged by a chargeback.

13.6 Collection costs. Client will reimburse Velv Leads for all reasonable costs of collecting past-due amounts, including collection agency fees, court costs, and attorneys’ fees.

14. Advertising Spend

14.1 Billed directly to Client. Advertising Spend is charged by the applicable advertising platform directly to Client’s payment method on Client’s own platform account. Velv Leads does not hold, receive, or disburse Client’s Advertising Spend, and Advertising Spend is separate from and additional to Velv Leads’ fees.

14.2 Budget authority. Client sets and approves all budgets and budget caps. Velv Leads implements the budget as instructed and may recommend changes, but Client is responsible for the level of spend authorized in Client Accounts.

14.3 Non-recoverable. Advertising Spend, once delivered by a platform, is consumed and is not recoverable by Velv Leads. Velv Leads does not refund, credit, or reimburse Advertising Spend under any circumstance, including where spend is alleged to have been misdirected, overspent, wasted, or ineffective. Any refund of Advertising Spend is a matter solely between Client and the applicable platform.

15. Client Responsibilities and Verification

15.1 Accuracy of Client-supplied information. Client is solely responsible for the accuracy, completeness, and legality of all information furnished to Velv Leads, including but not limited to: budgets and budget caps; geographic and location targeting parameters; business addresses; telephone numbers and call-tracking numbers; landing page and destination URLs; hours of operation; service areas; product and pricing data; promotional terms and offers; conversion tracking specifications; and all claims contained in advertising copy. Velv Leads will implement such information as provided and has no obligation to independently investigate, audit, or verify it.

15.2 Client Account access and transparency. The Services are performed within Client Accounts, which are owned and controlled by Client. Client retains full administrative access to Client Accounts at all times and may inspect any campaign setting, budget, targeting parameter, creative asset, tracking configuration, or billing record at any time and without notice to Velv Leads. Client acknowledges that this access structure exists specifically so that Client may independently verify the accuracy of all configurations; that Client has the same visibility into Client Accounts as Velv Leads does; that this access is the means by which Client informs itself of the status and configuration of the Services; and that Velv Leads is under no obligation to notify Client separately of each launch, change, or implementation.

15.3 Anticipated implementation dates. Where the Parties discuss, agree, or communicate a date on which a campaign is expected to launch or a requested change is expected to be implemented (an "Anticipated Date"), that date is a good-faith estimate and not a guaranteed deadline, and time is not of the essence. An Anticipated Date may be communicated by email, text message, chat message, project board, shared document, proposal, or written recap of a call or meeting. Velv Leads may implement before, on, or after an Anticipated Date without further notice to Client.

15.4 Review period. Client will review all settings, targeting, budgets, contact details, tracking configurations, and creative within seventy-two (72) hours of the earliest of: (a) notice from Velv Leads that a campaign has launched or a change has been implemented; (b) the Anticipated Date; or ( c ) the date on which the launch or change first becomes observable in Client Accounts. Where implementation occurs after the Anticipated Date, Client's obligation to review is continuing from the Anticipated Date onward, and the seventy-two (72) hour period runs from the date the launch or change first becomes observable in Client Accounts.

15.5 Deemed approval. Any configuration not disputed by Client in writing within the period stated in Section 15.4 is deemed reviewed, verified, and approved by Client, and that deemed approval applies to all Advertising Spend incurred thereafter. For the avoidance of doubt, notice from Velv Leads under Section 15.4(a) is not a precondition to deemed approval, and Client's obligation to review arises independently under Sections 15.4(b) and 15.4( c ).

15.6 Continuing duty to monitor. Client's obligation to review is ongoing and is not limited to launch. Client will promptly notify Velv Leads on discovering any error, discrepancy, misconfiguration, or unintended result, and in no event later than seventy-two (72) hours after the condition first becomes reasonably discoverable in Client Accounts. Where no Anticipated Date was communicated and Velv Leads gave no notice, this Section 15.6 governs the time within which Client must raise the matter. Velv Leads is not liable for any loss that would have been avoided or mitigated by Client's timely review and notice.

15.7 Form of dispute. To be effective under Sections 15.4 through 15.6, a dispute or error report must be made in writing, by email to contact@velvleads.com or by written message to Client's assigned account manager, and must identify the specific setting, configuration, or item in question and the correction Client seeks. A general expression of dissatisfaction, without identification of the item in question, does not preserve Client's rights under this Section.

15.8 Client cooperation. Client will provide timely access, approvals, assets, and information reasonably required for Velv Leads to perform the Services. Velv Leads is not responsible for delays, underperformance, or additional cost caused by Client's failure to do so.

15.9 Changes by Client and others. Client will notify Velv Leads before making, or permitting any third party to make, changes to Client Accounts, websites, tracking, or telephone numbers used in the Services. Velv Leads is not responsible for the consequences of changes it did not make.

16. Third-Party Platforms

Velv Leads does not own, control, or operate Google, Meta, Microsoft, TikTok, LinkedIn, or any other advertising, analytics, hosting, telephony, or customer relationship management platform. Velv Leads is not responsible for:

• platform policy, algorithm, or feature changes;
• ad disapprovals, account suspensions, restrictions, or bans;
• billing errors, overcharges, or invoicing discrepancies by a platform;
• automated or machine-applied changes, including auto-applied recommendations and platform-controlled automation features;
• data, reporting, or attribution discrepancies between platforms or over time;
• outages, latency, throttling, or delivery failures; or
• changes made to Client Accounts by Client, Client’s personnel, or any third party with access.

17. No Guarantee of Results; Earnings Disclaimer

17.1 No guarantee. Advertising and marketing performance depends on market conditions, competition, seasonality, Client’s offer, pricing, sales process, staffing, responsiveness, website, and other factors outside Velv Leads’ control. Velv Leads makes no representation, warranty, or guarantee regarding impressions, clicks, leads, calls, conversions, sales, revenue, cost per acquisition, return on ad spend, search ranking, or any other outcome.

17.2 Individual results vary. Any results, case studies, examples, or projections described by Velv Leads are illustrative only and are not a promise that Client will achieve similar results. Results vary according to individual capacity, work ethic, business skill and experience, economic conditions, local market pricing, competition, algorithm updates, and other factors specific to Client.

17.3 Client decisions. Client is solely responsible for its own business decisions and actions and will conduct its own due diligence. Any reliance on statements by Velv Leads is at Client’s own risk. As with any business activity, there is an inherent risk of loss of capital, and there is no guarantee that Client will earn any money as a result of the Services.

17.4 Not financial or legal advice. Velv Leads is not a financial adviser, accountant, or law firm, and nothing provided under this Agreement is financial, tax, accounting, or legal advice. Velv Leads is not responsible for Client’s finances or financial condition, and is not responsible for the closure, insolvency, or failure of Client’s business. Client should consult qualified professionals regarding its financial and legal affairs.

17.5 Right to pause. Client may pause or stop the Services at any time in accordance with Section 12 if the Services do not meet Client’s expectations.

18. Ownership, Licenses, and Offboarding

18.1 Client materials. Client retains all right, title, and interest in materials it supplies, including trademarks, logos, photographs, product information, and customer data. Client grants Velv Leads a non-exclusive, royalty-free license to use, reproduce, modify, and display those materials solely to perform the Services.

18.2 Client Accounts and data. Client owns its Client Accounts and the data within them, including campaign history, lead records, and analytics data. Velv Leads will not remove or withhold Client’s administrative access to Client Accounts.

18.3 Deliverables. Subject to full payment of all amounts due, Velv Leads assigns to Client its rights in the advertising copy, creative assets, and website content created by Velv Leads specifically for Client under an Order ("Deliverables"). Until Client has paid in full, Velv Leads retains ownership of the Deliverables and grants Client only a revocable license to use them.

18.4 Velv Leads materials. Velv Leads retains all right, title, and interest in its own methodologies, processes, templates, frameworks, software, code libraries, dashboards, reporting tools, and general know-how, including any improvements to them, and in any component not created specifically for Client. Nothing in this Agreement transfers ownership of those materials. Where a Deliverable incorporates Velv Leads materials, Velv Leads grants Client a perpetual, non-exclusive, non-transferable license to use them as part of that Deliverable.

18.5 Third-party components. Deliverables may incorporate third-party software, templates, fonts, stock media, or platform components licensed rather than owned. Client’s rights in those components are governed by the applicable third-party license, and continued use may require Client to maintain a subscription or license directly.

18.6 Telephone numbers. Call-tracking numbers provisioned by Velv Leads through a telephony provider remain with that provider. On termination, Client may request porting of a tracking number, and Velv Leads will reasonably cooperate at Client’s cost, subject to the provider’s requirements. Client should not use a Velv Leads-provisioned tracking number as its primary published business number.

18.7 Offboarding. On termination and provided Client’s account is paid in full, Velv Leads will, on Client’s written request made within thirty (30) days of termination, remove its personnel’s access from Client Accounts and provide reasonable assistance in transitioning the Services. Velv Leads has no obligation to retain Client data after that thirty (30) day period and may delete it.

18.8 Portfolio use. Velv Leads may identify Client as a client and display Client’s name, logo, and non-confidential examples of work performed in its portfolio, case studies, and marketing materials, unless Client objects in writing.

19. Client Compliance Representations

19.1 General compliance. Client represents and warrants that its business, products, services, offers, advertising claims, and use of the Services comply with all applicable laws, regulations, and third-party platform policies.

19.2 Telephone, text, and email outreach. Client is solely responsible for its own communications with leads and customers. Client represents and warrants that its calling, texting, voicemail, and email practices comply with the Telephone Consumer Protection Act, the Telemarketing Sales Rule, applicable state telemarketing and automated-messaging laws, the CAN-SPAM Act, the CTIA messaging principles, and all applicable do-not-call and consent requirements, including obtaining and documenting any required prior express written consent. Velv Leads does not provide legal advice on these requirements and does not make calls, texts, or emails to leads on Client’s behalf unless expressly stated in an Order.

19.3 Advertising claims. Client is responsible for the truthfulness and substantiation of all claims, pricing, offers, guarantees, endorsements, testimonials, and disclosures in its advertising, including compliance with Federal Trade Commission rules and any industry-specific licensing or disclosure requirements applicable to Client.

19.4 Regulated industries. If Client operates in a regulated industry, Client is responsible for ensuring that the Services and all advertising comply with the rules of its regulator and any applicable platform certification requirements.

19.5 Rights in materials. Client represents and warrants that it owns or has licensed all rights necessary for Velv Leads to use the materials Client supplies, and that those materials do not infringe any third party’s intellectual property, privacy, or publicity rights.

20. Data Protection

20.1 Roles. As between the Parties, Client is the business or controller of personal information processed in connection with the Services, and Velv Leads acts as a service provider or processor. Velv Leads will process personal information only to perform the Services and for no other purpose.

20.2 Service provider obligations. Velv Leads will not sell or share personal information received from Client, will not retain, use, or disclose it outside the direct business relationship between the Parties or for any purpose other than performing the Services, and will not combine it with personal information from other sources except as permitted by applicable law. Velv Leads will implement and maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the information.

20.3 Client obligations. Client is responsible for providing all legally required notices to, and obtaining all legally required consents from, individuals whose personal information is collected through the Services, including any tracking, pixel, recording, or session-capture technology deployed on Client’s website, and for maintaining a compliant privacy policy.

20.4 Consumer requests. Velv Leads will provide reasonable assistance, at Client’s cost, in responding to verified consumer requests to access, correct, delete, or opt out, to the extent Velv Leads holds the relevant information and Client cannot fulfil the request itself.

21. Confidentiality

Each Party may receive non-public information of the other that is designated confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Each Party will protect the other’s Confidential Information using at least reasonable care, will use it only in connection with this Agreement, and will not disclose it to third parties except to its personnel and subcontractors who need it and are bound by comparable obligations. These obligations do not apply to information that is or becomes public without breach, was rightfully known without restriction, is independently developed, or is rightfully received from a third party. A Party may disclose Confidential Information where required by law, court order, or regulator, after giving the other Party reasonable notice where legally permitted. These obligations continue for three (3) years after termination, and indefinitely for trade secrets.

22. Limitation of Liability

22.1 DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, THE SERVICES, AND ALL DELIVERABLES, INFORMATION, SOFTWARE, PRODUCTS, AND RELATED GRAPHICS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OR CONDITION OF ANY KIND. VELV LAB LLC AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VELV LEADS DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF INACCURACIES OR TYPOGRAPHICAL ERRORS.

22.2 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VELV LEADS AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST SALES, LOST OR MISDIRECTED LEADS OR CALLS, LOST BUSINESS OR BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR REPUTATION, LOSS OF DATA, BUSINESS INTERRUPTION, OR WASTED, MISALLOCATED, OVERSPENT, OR UNRECOVERABLE ADVERTISING SPEND, ARISING OUT OF OR RELATING TO THE SITE, THE SERVICES, OR THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF VELV LEADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES TO ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OR ALTERATION OF RECORDS.

22.3 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF VELV LEADS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, OR THE SERVICES WILL NOT EXCEED THE TOTAL MANAGEMENT AND SERVICE FEES, EXCLUDING ADVERTISING SPEND AND THIRD-PARTY PASS-THROUGH COSTS, ACTUALLY PAID BY CLIENT TO VELV LEADS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

22.4 Sole and exclusive remedy. Where a deficiency in the Services is attributable to Velv Leads, Client’s sole and exclusive remedy is, at Velv Leads’ election: (a) correction of the deficiency; (b) re-performance of the affected Services; ( c ) revision of the campaign strategy at no additional service fee; or (d) a credit against future service fees in an amount not exceeding the service fees paid for the affected Services. Client must notify Velv Leads of the claimed deficiency in writing within the periods stated in Section 15 for the remedy to be available. This remedy is subject to Sections 22.2 and 22.3.

22.5 Exceptions. Nothing in this Agreement limits or excludes liability for gross negligence, willful misconduct, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to Client.

22.6 Allocation of risk. Client acknowledges that the fees charged by Velv Leads reflect the allocation of risk set out in this Section and in Sections 15 through 17, that these limitations are an essential basis of the bargain, and that Velv Leads would not enter into this Agreement on these commercial terms without them. These limitations apply even if a limited remedy is found to have failed of its essential purpose, and survive termination or expiration of this Agreement.

23. Indemnification

23.1 Client indemnity. Client will indemnify, defend, and hold harmless Velv Lab LLC and its members, officers, directors, employees, contractors, and agents from and against any claim, demand, action, penalty, fine, loss, liability, cost, or expense, including reasonable attorneys’ fees, arising out of or relating to: (a) inaccurate or incomplete information supplied by Client; (b) claims, offers, pricing, or representations contained in advertising approved or deemed approved by Client; ( c ) Client’s products, services, or business practices; (d) Client’s use or misuse of Client Accounts; (e) Client’s communications with leads or customers, including any claim under the Telephone Consumer Protection Act, state telemarketing or automated-messaging laws, or the CAN-SPAM Act; (f) Client’s breach of this Agreement or violation of any law, regulation, or platform policy; or (g) Client’s violation of any third party’s intellectual property, privacy, or publicity rights.

23.2 Procedure. Velv Leads will notify Client of any claim subject to indemnification and may, at its own cost, assume the exclusive defense and control of any such matter, in which event Client will cooperate fully in asserting available defenses. Client will not settle any claim in a way that imposes an obligation or admission on Velv Leads without Velv Leads’ prior written consent.

24. Force Majeure

Neither Party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, government action, labor dispute, utility or internet failure, cyberattack, or the act, omission, outage, or policy change of a third-party platform or supplier.

PART III — DISPUTE RESOLUTION AND GENERAL PROVISIONS

25. Informal Resolution

Before initiating arbitration, the Party raising a dispute will send the other a written notice describing the dispute and the relief sought, to the notice address in Section 33. The Parties will attempt in good faith to resolve the dispute informally for thirty (30) days from receipt of that notice. This requirement does not prevent either Party from seeking injunctive relief under Section 26.5.

26. Binding Arbitration

26.1 Agreement to arbitrate. Except as provided in Sections 26.5 and 26.6, any dispute, claim, or controversy arising out of or relating to this Agreement, the Site, or the Services, whether in contract, tort, statute, or otherwise, that is not resolved under Section 25 will be resolved exclusively by final and binding arbitration, and not in court.

26.2 Rules and forum. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single neutral arbitrator, seated in Clark County, Nevada. The Parties may agree in writing to a different location or to a different arbitration provider. The arbitration may be conducted by videoconference or on documents alone where the Rules permit. Judgment on the award may be entered in any court of competent jurisdiction.

26.3 Governing statute and scope. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator will decide all issues, including the scope, applicability, and enforceability of this arbitration provision, except that a court will decide any challenge to the class action waiver in Section 27.

26.4 Fees. Each Party bears its own attorneys’ fees and costs except as provided in Section 31. Administrative and arbitrator fees will be allocated under the applicable AAA rules. If the arbitrator determines that the filing fees would be prohibitively expensive for Client compared with the cost of litigation, Velv Leads will pay such portion of those fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

26.5 Exceptions. Either Party may (a) bring an individual claim in a small claims court of competent jurisdiction; and (b) seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property or breach of confidentiality obligations, pending the outcome of arbitration. Either Party may also apply to a court to compel arbitration or to enforce an arbitration award.

26.6 Opt-out. Client may opt out of this arbitration provision and the class action waiver by sending written notice to contact@velvleads.com, with the subject line "Arbitration Opt-Out," within thirty (30) days of first accepting this Agreement. The notice must include Client’s name, registered email address, and a statement that Client opts out of arbitration. Opting out will not affect any other provision of this Agreement or Client’s use of the Services.

26.7 Survival. This Section survives termination of this Agreement.

27. Class Action Waiver

ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY. CLASS ARBITRATIONS AND CLASS, COLLECTIVE, CONSOLIDATED, AND REPRESENTATIVE ACTIONS ARE NOT PERMITTED. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, INCLUDING ANY PRIVATE ATTORNEY GENERAL ACTION. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

If this class action waiver is found unenforceable as to a particular claim or request for relief, that claim or request will be severed from the arbitration and may be brought in the courts identified in Section 28, and all other claims will remain subject to arbitration.

28. Governing Law and Venue

This Agreement is governed by the laws of the State of Nevada, without regard to its conflict of laws principles. Subject to the arbitration provisions in Section 26, which control any dispute within their scope, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada for any action permitted under Sections 26.5 or 27, any action to compel arbitration or enforce an arbitration award, and any dispute not subject to arbitration. Each Party waives any objection to that venue. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement.

29. Order of Precedence

If there is a conflict between documents, the following order of precedence applies: (a) a signed order form, statement of work, or master agreement executed by both Parties; (b) Part II of this Agreement; ( c ) Part III of this Agreement; (d) Part I of this Agreement; and (e) any other policy incorporated by reference. Where a provision in Part I and a provision in Part II both address liability arising from the Services, Part II controls.

30. Changes to this Agreement

30.1 Notice. Velv Leads may modify this Agreement. For material changes, Velv Leads will provide at least thirty (30) days’ advance notice by email to the address associated with Client’s account, by notice in the Client dashboard, or by posting a revised version with a new effective date. Non-material changes take effect on posting.

30.2 Prospective effect. Changes apply prospectively only and do not apply to any dispute arising from events occurring before the effective date of the change. Continued use of the Services after the effective date constitutes acceptance. If Client does not accept a material change, Client’s remedy is to cancel under Section 12 before the change takes effect.

30.3 Version records. Velv Leads will retain prior versions of this Agreement and the date on which each took effect, and will make the version applicable to Client available on request.

31. Attorneys’ Fees

In any arbitration, action, or proceeding arising out of or relating to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief awarded.

32. Assignment

Client may not assign or transfer this Agreement, in whole or in part, without Velv Leads’ prior written consent. Velv Leads may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. This Agreement binds and benefits the Parties and their permitted successors and assigns.

33. Notices

Notices to Velv Leads must be sent to contact@velvleads.com and to Velv Lab LLC, 6000 S Eastern Ave, Suite 6C, Las Vegas, NV 89119. Notices to Client may be sent to the email address associated with Client’s account or delivered through the Client dashboard. Notices are deemed received on the date sent by email, or three (3) business days after mailing if sent by post.

34. Severability and Reformation

If any provision of this Agreement is held invalid or unenforceable, including any warranty disclaimer or limitation of liability, that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original, and the remainder of this Agreement will continue in full force and effect.

35. Waiver

No failure or delay by either Party in exercising any right under this Agreement operates as a waiver of that right, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by the waiving Party.

36. Entire Agreement

This Agreement, together with any Order and any policy incorporated by reference, constitutes the entire agreement between the Parties with respect to the Site and the Services, and supersedes all prior and contemporaneous communications, proposals, and agreements, whether electronic, oral, or written. A printed version of this Agreement and of any notice given in electronic form is admissible in judicial, administrative, or arbitral proceedings to the same extent as other business records originally generated and maintained in printed form. It is the express wish of the Parties that this Agreement and all related documents be written in English.

37. Contact

Velv Lab LLC

6000 S Eastern Ave, Suite 6C, Las Vegas, NV 89119

Email: contact@velvleads.com

Telephone: (725) 239-8358

Effective March 01, 2024. Version 2.0.