Terms of Service

By creating an account or using the Velura platform, Clinic agrees to these Terms of Service ("Terms"). If you accept on behalf of an organization, you represent you are authorized to bind it.

Velura provides software for appointment scheduling and client management, including optional messaging features that transmit messages on Clinic's behalf. Velura is a software and technology provider, not a healthcare provider, and not the sender of Clinic's customer messages.

Clinic is responsible for its account, its users, role assignments, and for the acts of its users. Certain actions (including enabling SMS and accepting the SMS Responsibility Agreement) are restricted to owner/administrator roles.

Clinic is responsible for: the accuracy and lawfulness of data it enters or imports (including customer phone numbers); obtaining any required consents from its customers; its use of the service in compliance with applicable law; and its message content and recipient lists.

5.1 Messaging features are governed by a separate SMS Responsibility Agreement, which Clinic must accept via a standalone clickwrap (during onboarding or in Settings → SMS) before SMS can be enabled.

5.2 As summarized there and incorporated here: Clinic is the sender / end business; Velura is the software/messaging platform only; Clinic is responsible for customer consent, for retaining proof of consent, for manually created, appointment-created, and imported/migrated customers, and for phone-number accuracy; and Clinic indemnifies Velura for messaging-related claims. In the event of conflict on SMS matters, the SMS Responsibility Agreement controls.

5.3 Cooperation and audit.Upon Velura's request (including in response to a customer complaint, carrier, or messaging-provider inquiry), Clinic will provide proof of a recipient's consent within twenty-four (24) hours. Failure to do so is a breach and may result in suspension of messaging.

Clinic will not use the service unlawfully; will not send prohibited, harassing, deceptive, or infringing content; and will comply with applicable carrier rules and the messaging provider's policies. Velura may suspend the service or messaging for actual or suspected violations.

7.1 For customer personal data Clinic processes through the platform, Clinic is the business/data controller and Velura acts as a service provider/processor on Clinic's instructions, as described in the Privacy Policy. Velura may make additional data-processing terms available to Clinic where required by applicable law.

7.2 Clinic represents it has a lawful basis (including required SMS consent) for data it provides.

Fees, billing, taxes, and payment terms apply as set out in Clinic's order or plan. Fees may include the pass-through or reimbursement of carrier, messaging-provider, or penalty charges attributable to Clinic — see Sections 8A and 10.

8A.1 Reimbursement. Clinic will reimburse Velura within fifteen (15) days of an itemized invoice or written notice for any fine, penalty, carrier or messaging-provider charge, settlement, legal cost, or other cost Velura incurs that is attributable to Clinic (including SMS consent failures, inaccurate or reassigned numbers, message content, or misuse).

8A.2 Payment method on file. Clinic will maintain a valid payment method on file. For undisputed amounts that remain unpaid after the 15-day period, Clinic authorizes Velura to charge the payment method on file.

8A.3 No silent charging of disputed amounts. Velura will not charge any amount the Clinic disputes in good faith within the 15-day period. Disputed amounts are handled under Section 15; the undisputed portion remains due and chargeable.

8A.4 Collection mechanism, not sole remedy.Charging the payment method on file is a collection convenience and does not limit Velura's other remedies (invoicing, set-off, debt collection, legal action, or suspension). Larger or contested amounts may be pursued as a debt rather than charged to the payment method.

8A.5 Suspension independent of payment. Velura may suspend or disable SMS immediately to address carrier/messaging-provider or account-protection risk regardless of any outstanding amount; suspension does not depend on collection.

8A.6 Payment-processor note (non-binding): card-network and payment-processor rules may apply to charges for penalties, legal costs, or indemnity amounts. Velura will confirm with its payment processor before relying on card-on-file charges for such amounts.

Velura retains all rights in the platform. Clinic retains its data. Clinic grants Velura a limited license to process Clinic data to provide the service.

10.1 Clinic will defend, indemnify, reimburse, and hold harmless Velura and its officers, employees, affiliates, and agents from claims, fines, penalties, statutory damages (including TCPA), carrier or messaging-provider fees, settlements, and costs (including reasonable attorneys' fees) arising from: Clinic's data, content, or recipient lists; Clinic's consent failures or inaccurate numbers; or Clinic's breach of these Terms or applicable law.

10.2 Velura may, at its option, require Clinic to assume the defense with counsel reasonably acceptable to Velura.

10.3 This Section and the SMS Responsibility Agreement's indemnity survive termination.

The service is provided "as is" and "as available" to the fullest extent permitted by law. Velura disclaims implied warranties. Velura does not guarantee message delivery, which depends on carriers and third parties.

To the fullest extent permitted by law, Velura's aggregate liability is limited to the total fees paid by Clinic to Velura in the twelve (12) months preceding the event giving rise to liability, and Velura is not liable for indirect, incidental, consequential, special, or punitive damages.

Velura may suspend or terminate for non-payment, breach, or actual/suspected non-compliance (including messaging non-compliance). Obligations that by nature survive (including indemnity, fees owed, and limitations of liability) survive termination.

Velura may update these Terms; material changes will be notified, and continued use constitutes acceptance. Where required, re-acceptance may be requested.

Governed by the laws of the State of Minnesota, United States, without regard to conflict-of-laws rules. The state and federal courts located in Minnesota have exclusive jurisdiction over disputes, except where applicable law provides otherwise.

O.B Consulting LLC, 1320 W Lake St, Minneapolis, MN. Legal/support contact: oribadani28@gmail.com.