These Terms have two parts. Part A applies to everyone who visits velonyxsystems.com or talks to our AI assistant. Part B applies to businesses that buy the Velonyx AI Front Desk ("Customers"). Customers who sign a Master Services Agreement (MSA) are governed by the MSA where it conflicts with Part B.
Part A — Website and AI Assistant Terms of Use
1. Who we are
Velonyx Systems LLC ("Velonyx," "we," "us") is a California limited liability company based in San Diego County. We build and operate AI front-desk systems for businesses.
2. You are talking to an AI
Our website chat, text-message line, phone line, and demo playground are answered by an AI assistant. It will tell you it is an AI, and you can ask for a person at any time. Phone calls with the assistant are transcribed to text so it can respond; the greeting says so. Conversation content is stored as described in our Privacy Policy.
3. What the AI is not
The assistant answers questions about Velonyx and helps you book a call. It is not legal, financial, medical, tax, or other professional advice, and it can be wrong. Do not rely on it for decisions that need a professional. If it quotes a price or a date, the written quote or booking confirmation from a human at Velonyx controls.
4. Acceptable use of the site and demo
Do not: attempt to break, overload, or reverse-engineer the site, the AI, or the demo; use the AI to generate unlawful, harassing, or infringing content; scrape or harvest data; submit someone else's phone number to receive texts; or use the demo to test attacks (prompt injection, toll fraud, spam). We may block access for abuse.
5. Text messages from us
If you tick the SMS consent box on our forms or text our number, we may text you about your inquiry (confirmations, replies, reminders, follow-ups). Message frequency varies; message and data rates may apply; reply STOP to opt out, HELP for help. Consent is not a condition of purchase. Full terms: our SMS Terms & Consent page.
6. Content and intellectual property
The site, the AI system, our template, and our brand are owned by Velonyx or its licensors. You may view the site for your own information. Nothing here grants you a license to our template code (see Part B, Section 12 for what Customers receive).
7. Privacy
Our Privacy Policy explains what we collect and why. When you talk to the AI front desk of one of our Customers (a business using our platform), that business is responsible for your data; we process it only on their behalf.
8. Disclaimer and liability for the site
The site and demo are provided "as is." To the extent permitted by law, Velonyx is not liable for indirect, incidental, or consequential damages arising from your use of the site or demo, and our total liability to a site visitor is limited to USD 100. Some jurisdictions do not allow certain warranty disclaimers or liability limits for consumers; where that is the case, this section applies only to the extent permitted.
Part B — Customer Terms (Velonyx AI Front Desk)
9. The Service
The Service is a done-for-you AI front desk: a branded website plus an AI assistant that answers on the channels enabled for you (web chat, SMS, voice calls, Instagram DM, Facebook Messenger, WhatsApp), qualifies leads, books appointments on your Google Calendar, sends SMS confirmations and follow-ups, and an owner portal (installable as an app) with a unified inbox, a Take Over button, push notifications, and a monthly report. Exact deliverables and enabled channels are in your Statement of Work (SOW).
The Service is delivered as an isolated instance stamped from Velonyx's master template: your own deployment, your own database, your own configuration.
10. Fees — one monthly price, no large upfront fee
You choose a plan — Essentials, Growth, or Elite — and pay one monthly price. The plans, what each includes, and their prices are those published at velonyxsystems.com/#pricing when you order, and they are restated in your Statement of Work (SOW), which controls.
- How the monthly price is made up during your first 12 months. Each of your first 12 monthly payments covers two things: your share of the one-time build of your instance (the "Build Portion") and that month's hosting, AI usage, and support (the "Service Portion"). Your SOW states both amounts. After 12 monthly payments the Build Portion is fully paid; you may take ownership of your instance (Section 12), and if you keep the Service the price drops to the Service Portion alone, month to month.
- Add-ons (for example the AI Video add-on) are added to the monthly charge and can be dropped at the end of any billing period. Annual prepay, when offered: pay 10 months' price for 12.
- Included usage (fair use). Each plan includes a generous monthly allowance of AI conversations, text segments, and (Elite) voice minutes, stated in your SOW. Above it, your instance pauses at its daily spend cap and alerts you (the default) or, if you elect in the SOW, the extra third-party usage is passed through at cost plus 20% on your next invoice.
- All prices in US dollars, exclusive of taxes. Prices for existing subscriptions change only with 30 days' written notice, and you may cancel before a change applies.
- Billing is not yet self-serve. Until online checkout is live, fees are invoiced and paid by the method agreed on your call. When Stripe checkout is live, card payments are processed by Stripe; we never store card numbers.
11. Term, renewal, and cancellation
- Initial term: 12 months from go-live, paid monthly. Then the subscription continues month to month until cancelled. Before you pay we show these terms — the monthly amount, the 12-month initial term, what happens if you cancel early, and how to cancel — next to a checkbox where you agree to them, separately from your agreement to these Terms, and we email you a copy you can keep.
- You can cancel online at any time with the Cancel button in the owner portal (Settings → Subscription) or by emailing admin@velonyxsystems.com from your account email — no phone call, no reason required, no hoops. If you email, we confirm within one business day.
- Cancelling during the first 12 months. Your service runs to the end of the period you have paid for and then stops. Because the build of your instance was financed into your monthly price, the unpaid balance of the Build Portion becomes due (Build Portion × months remaining in the 12) — that is the only early-termination amount; no further Service Portion is charged. Example: if your Build Portion is $58 and you cancel after month 4, the balance is 8 × $58 = $464.
- Cancelling after month 12. Cancel any time; nothing further is owed after your current period. We do not prorate partial months.
- Reminders. We email you 15–45 days before your 12-month term ends to remind you what you are subscribed to, what it costs afterward, and how to cancel; and once a year after that. If we ever change your price we tell you at least 30 days before it applies, in writing, with cancellation instructions.
- Velonyx may suspend the Service for non-payment after 10 days' written notice, and may terminate for a material breach not cured within 15 days of notice.
- What happens to your data and your instance after cancellation is in Section 13.
12. Ownership — what is yours, what is ours, and the month-12 transfer
Yours, always: your business content (logo, copy, images, knowledge-base answers), your customer data (conversations, leads, bookings), your domain, your phone number, your social accounts, and your Google Calendar. We use them only to run your Service.
Ours: the Velonyx master template — the platform code, prompts, architecture, portal, and know-how — and the Velonyx brand. During the subscription you have a non-exclusive, non-transferable license to use your instance for your business.
The month-12 transfer. After your 12th monthly payment (the Build Portion fully paid, account current), you may request that Velonyx transfer your instance to you. Within 30 days of your request Velonyx will:
- transfer the code repository for your instance to your GitHub account (full history);
- transfer the database (your Supabase project — data, auth users, scheduled jobs) to your Supabase organization;
- hand over your configuration and walk you through re-hosting on your own Vercel account, your own Google Cloud service account, and, if you are leaving Velonyx entirely, porting your Twilio number and moving your Meta app;
- rotate or delete every credential Velonyx held for your instance, on a screen-share.
You then own that stamped copy outright, and Velonyx grants you a perpetual, royalty-free, non-exclusive license to the Velonyx template code embodied in it — you may run it, modify it, and hire anyone to maintain it. You may not resell the template as a product to others. Velonyx keeps the master template and may keep using it for other clients. After transfer, third-party costs (hosting, database, telephony, AI usage — roughly USD 15–40 per month at typical volumes, more with heavy voice use) are yours; you may keep paying Velonyx for a maintenance plan instead. Counting the 12 payments: a payment counts when made in full; if you fall behind, the count pauses and resumes when you are current — it does not reset. Transfer requires your account to be paid up at the time of the request. Paying the remaining Build Portion balance early also completes the count.
12A. Business continuity — if Velonyx cannot continue
Velonyx is a small company, and you deserve to know what happens if it cannot carry on. If Velonyx ceases operations, or is unable to operate your Service for more than 30 consecutive days for reasons within its control (for example the founder's incapacity), then regardless of how many payments you have made: (a) your instance is transferred to you under Section 12 at no charge, and any unpaid Build Portion balance is waived; (b) your data remains exportable throughout; (c) Velonyx's designated continuity contact — a person holding emergency access to Velonyx's credentials and the written handoff procedure — will contact you within 14 days and complete the transfer within 30 days, or, at your request, hand your instance to a developer you name. Your domain, phone number, social accounts, calendar, and customer data are yours at all times and are never part of Velonyx's estate.
13. What happens when you cancel before month 12
- Your instance stops serving at the end of the paid period.
- For 30 days after that, you can export your customer data (conversations, leads, bookings) from the portal or by request, and we will hand over your domain, phone number, and social-account access. We do not transfer the code or database before month 12.
- After the 30-day window we delete your instance and its data (except records we must keep by law, such as SMS consent and opt-out logs). Details: our Data Processing Agreement.
14. Refunds
Summarized here; the Refund Policy controls.
- Within 48 hours of your first payment and before kickoff: cancel and everything you paid is refunded; nothing further is owed.
- After kickoff: you can cancel any time (Section 11); months already used are not refunded, and during the first 12 months the unpaid Build Portion balance is due because the engineering hours were spent building your instance.
- If we fail to deliver an instance that meets your SOW within 30 days after the target date for reasons within our control, you may cancel and receive a full refund of everything paid.
- If we fail to deliver a paid month of Service (instance down for more than 72 consecutive hours for reasons within our control), we credit that month.
- Ask us before you file a chargeback; we will make it right where the policy applies. Nothing here limits rights you have under consumer-protection law that cannot be waived.
15. Your responsibilities as the business using the AI
You are the business your customers are dealing with. You are the sender of every text and the controller of your customers' data. Specifically, you agree to:
- Consent for texts and DMs. Only send SMS or DM follow-ups and campaigns to people who gave prior express written consent to receive them from your business (TCPA / CTIA rules and their equivalents where you operate). The portal will not start a campaign until you attest that consent exists; that attestation is your representation, and it is your job to keep the consent records. You decide who receives a campaign, what it says, and when it goes — Velonyx does not choose recipients or content. People can revoke consent by any reasonable means (STOP, "stop texting me," a reply, an email); STOP is honored automatically, and you must honor other revocations within 10 business days by adding the number to the suppression list in the portal.
- Calls. Comply with call-recording and transcription laws where you and your callers are located. The AI voice greeting discloses that the caller is speaking with an AI and that the call is transcribed; do not remove that notice.
- AI disclosure. The AI identifies itself as an AI at the start of every phone call (within the greeting), in its first reply in every text or DM conversation, and whenever someone asks. Do not configure it to claim to be human or remove those disclosures. Some states (for example Utah, Maine, Texas, and Colorado from 2027) have their own AI-disclosure rules; the built-in disclosures are designed to satisfy them, and you are responsible for any additional requirement where you operate.
- Knowledge base accuracy. The AI answers from what you give it. You are responsible for the accuracy and legality of your business content, prices, and claims, and for reviewing what the AI says (the portal shows every conversation; the Take Over button lets you step in).
- Sensitive data — read this. The Service is not designed for protected health information (HIPAA), data of children under 16, payment-card data, biometric data, or other sensitive categories. Velonyx does not sign HIPAA Business Associate Agreements. Do not route these categories through the Service unless you have a separate written agreement with Velonyx. If you are a medical, dental, mental-health, or similar business, tell us on the call — we can build the front desk to take appointment requests without collecting health details, but you must not instruct it to collect them.
- Accounts and access. Keep your portal login secure; the portal is restricted to the owner emails you tell us to allowlist. Give us the access we need (Google Calendar, Meta Business, Twilio if you bring your own) and keep your third-party accounts in good standing.
- Lawful use. No unlawful, deceptive, harassing, or infringing use; no use to send unsolicited bulk messages; no attempt to override the AI's safety or spend limits.
16. What Velonyx does and does not promise about the AI
- The AI can be wrong. It can misunderstand, mis-quote, hallucinate a fact, or book the wrong slot. We design against this (it answers only from your knowledge base, it books only real free slots, every conversation is visible in your portal), but we do not warrant that any individual answer is accurate.
- The AI gives no professional advice on your behalf. If your business gives advice (legal, medical, financial), the AI is a front desk, not the professional.
- The Service depends on third parties (Anthropic, Twilio, Meta, Google, Supabase, Vercel, and others listed in the DPA). We are not responsible for their outages, policy changes, or rejections (for example, Meta app review or carrier A2P registration decisions).
- We provide the tooling for lawful use — STOP/HELP handling, suppression lists, consent checkboxes, campaign consent attestation, AI and transcription disclosures — but you are responsible for using it lawfully.
17. Warranty
We warrant that we will perform the build and operate the Service in a professional and workmanlike manner and materially as described in your SOW. Your remedy for breach is re-performance or, if we cannot fix it, a refund of the affected fees. Otherwise the Service is provided "as is," and we disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by law.
18. Indemnities
- You will defend and indemnify Velonyx against third-party claims arising from: texts, DMs, or calls sent by or through your instance without the required consent; your content or knowledge base; your violation of law; or your breach of Section 15.
- Velonyx will defend and indemnify you against third-party claims that the Velonyx template code, as delivered by us and unmodified, infringes a US patent, copyright, or trademark. This does not cover your content, third-party services, modifications not made by us, or combinations we did not supply. If such a claim arises we may fix or replace the affected code or, if that is not commercially reasonable, end the Service and refund prepaid unused fees.
19. Limitation of liability
To the extent permitted by law: neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits or revenue; and each party's total liability under these Terms is capped at the fees you paid or owed Velonyx in the 12 months before the event giving rise to the claim. For claims that Velonyx breached its data-security or data-processing obligations under the DPA, the cap is instead three times that amount. Neither the exclusions nor the caps apply to your payment obligations, either party's indemnities, breach of confidentiality, or gross negligence, fraud, or wilful misconduct.
20. Confidentiality
Each party keeps the other's non-public business information confidential and uses it only for the Service. Your customer data is covered by the DPA, not just this clause.
21. Portfolio use
Unless you opt out in writing, we may name you as a customer and show your public site in our portfolio. We will never show your customer conversations or data.
22. Changes to these Terms
We may update these Terms. For Customers, changes take effect at your next billing period after we email you at least 30 days in advance; material adverse changes give you the right to cancel before they apply.
23. Governing law and disputes
These Terms are governed by California law (the UN Convention on Contracts for the International Sale of Goods does not apply). Before filing any claim, the parties will try to resolve it by good-faith negotiation for 30 days.
Arbitration and class waiver. If we cannot resolve it, any dispute will be decided by binding individual arbitration administered by the American Arbitration Association under its Consumer or Commercial Rules (as applicable), by video or in San Diego County, California; the arbitrator may award the same relief a court could, to you individually. You and Velonyx each waive the right to a jury trial and to bring or join a class, collective, or representative action. Either party may instead bring an individual claim in small-claims court, and either may seek an injunction in court to protect intellectual property or confidential information. Nothing prevents you from seeking public injunctive relief where California law requires that option to remain available. You may opt out of arbitration by emailing admin@velonyxsystems.com within 30 days of first agreeing to these Terms; if you do, disputes go to the state or federal courts in San Diego County, California, and both parties consent to that venue.
24. General
Entire agreement (with your SOW, the MSA if signed, the DPA, the Refund Policy, and the Privacy Policy — in that order of precedence in a conflict); no assignment by you without consent except to a successor of your business; force majeure; severability; notices by email to the addresses on file; independent contractors.
25. Contact
Velonyx Systems LLC · admin@velonyxsystems.com · (877) 317-8643 · velonyxsystems.com