Terms of Use — Vela

    Effective date: October 18, 2025

    These Terms govern your access to and use of Vela, provided by Apex Flux Inc., a Delaware C Corporation ("Apex Flux," "we," "us," or "our"). By using Vela, you agree to these Terms.

    1) Eligibility & account

    You are at least 18 and have authority to bind any organization you represent. Keep your credentials confidential; you're responsible for activity occurring under your account.

    2) The Service; reliability of AI

    Vela coordinates scheduling via connected email, SMS, and WhatsApp accounts and calendars. AI-generated suggestions can be wrong; you remain responsible for reviewing outputs and final decisions (e.g., sending a message or confirming a time).

    3) Your content & permissions

    You grant us a limited, revocable, worldwide license to process Customer Content solely to operate and improve the Service's reliability and safety. We do not sell your content or use it to train third-party foundation models. You warrant you have lawful rights to provide the content and to message recipients.

    4) Acceptable use

    You agree not to:

    • send spam, unlawful, or deceptive messages;
    • ignore opt-out requests (SMS STOP, WhatsApp in-thread opt-out, email unsubscribe);
    • interfere with security or reverse engineer the Service;
    • upload malware or infringing/illegal content;
    • use Vela in high-risk contexts where errors could cause harm (e.g., medical decisions, emergency services).

    5a) SMS Communications from Vela

    By using Vela, you consent to receive automated SMS messages from us regarding your account, scheduling confirmations, and service updates to the phone number(s) you provide. Message frequency varies. Message and data rates may apply. Reply STOP to opt out or HELP for assistance. You may update your communication preferences in your account settings at any time.

    5b) Your SMS Compliance Obligations

    When using Vela to send SMS messages to your clients or contacts, you are solely responsible for:

    Obtaining Valid Consent:

    • Securing express consent (written or verbal) from each recipient before Vela sends any messages on your behalf
    • Documenting consent including date, time, method, and what the recipient agreed to
    • Ensuring consent covers automated scheduling messages sent via Vela

    Consent Must Include Disclosure Of:

    • Your business name as the message sender
    • That messages are automated and sent via Vela
    • Message frequency (varies based on scheduling needs)
    • "Message and data rates may apply"
    • Opt-out instructions (Reply STOP)
    • That consent is not a condition of service

    Your Ongoing Responsibilities:

    • Honor all opt-out requests within 24 hours
    • Maintain consent records for at least 4 years
    • Only message for scheduling purposes as disclosed
    • Indemnify Vela for any violations of messaging laws resulting from your failure to obtain proper consent

    You acknowledge that failure to obtain proper consent may result in TCPA violations with penalties up to $1,500 per message. Vela may suspend or terminate your SMS capabilities immediately if we reasonably believe you lack proper consent.

    6) Integrations & third parties

    Integrations (email, calendar, SMS/WhatsApp, payments, auth) are optional and governed by their own terms. We use only essential providers, transmit the minimum necessary data over encrypted channels, and require encryption at rest on their side. We are not responsible for third-party services we don't control.

    7) Plans, fees, taxes, refunds

    Paid features (if any) are billed in advance per subscription term and renew automatically until canceled. Fees are non-refundable except where required by law. You're responsible for applicable taxes.

    8) Term; termination; suspension

    These Terms continue until you or we terminate. You may cancel at any time; access continues through the paid period. We may suspend or terminate immediately for material breach, security risk, legal requirement, or harm to others. Upon termination we disable access and delete or anonymize Customer Content consistent with our Privacy Policy.

    9) Intellectual property; feedback

    We own the Service and all related IP. Providing feedback is voluntary; you grant us the right to use it without restriction.

    10) Confidentiality

    Each party may receive confidential information from the other; each will protect it with at least reasonable care and use it only for the Service. Exclusions apply for information that is public, independently developed, or rightfully obtained.

    11) Privacy & data protection

    Our Privacy Policy forms part of these Terms. We design Vela so your data stays with us, travels only when necessary to deliver messages, and is encrypted in transit and at rest end-to-end across the parts we control.

    12) Beta features

    We may offer Beta features that are experimental and may change or stop at any time. They are provided as-is.

    13) Warranties & disclaimers

    Vela is provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant error-free or uninterrupted operation.

    14) Limitation of liability

    To the fullest extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages; and (b) each party's aggregate liability for all claims is limited to the lesser of US$100 or the amounts you paid to us for the Service in the three (3) months preceding the event giving rise to the claim. These limits do not apply to liability that cannot be limited by law.

    15) Indemnification

    You will defend and indemnify Apex Flux and its affiliates from claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from your (i) misuse of the Service, (ii) Customer Content, or (iii) unlawful messaging or failure to honor opt-out requests.

    16) Export & sanctions

    You will comply with U.S. export control and sanctions laws and will not use Vela in or for the benefit of any embargoed country or prohibited party.

    17) Governing law; dispute resolution

    These Terms are governed by the laws of the State of Delaware (excluding conflict-of-law rules). Any dispute will be resolved by binding arbitration administered by a nationally recognized arbitration provider and held in New Castle County, Delaware, unless the parties agree otherwise. Either party may seek injunctive relief in court for misuse of IP or breach of confidentiality. Class action waiver: disputes must be brought individually.

    18) Changes to these Terms

    If we make material changes, we will provide reasonable notice. Continued use after the effective date constitutes acceptance.

    19) Notices

    Legal notices may be submitted via the Contact link on our website or through the in-product help channel. We will send notices to the email associated with your account.

    20) Miscellaneous

    These Terms (plus policies referenced here) are the entire agreement. If a provision is unenforceable, the remainder stays in effect. Failure to enforce is not a waiver. You may not assign these Terms without our consent; we may assign to an affiliate or in connection with a reorganization or sale. Neither party is liable for delays outside its reasonable control.