Terms and Conditions

Agreement to These Legal Terms

Vello Digital LLC (“Vello,” “Company,” “we,” “us,” or “our”) is a Pennsylvania limited liability company with a business mailing address at 146 East King St, Unit #1036, Lancaster, PA 17602.

We operate https://www.velloworks.com (the “Site”) and provide review-request automation, review monitoring and related review-management services described in these Terms (collectively, the “Services”).

You may contact us by email at [email protected] or by mail at 146 East King St, Unit #1036, Lancaster, PA 17602.

These Terms and Conditions (“Terms”) form a legally binding agreement between Vello and the person or entity accessing or using the Services (“you” or “Client”). If you accept these Terms on behalf of a business or other entity, you represent that you have authority to bind that entity, and “you” and “Client” refer to that entity.

By creating an account, purchasing or using the Services, clicking to accept these Terms, or signing an Order Form that incorporates them, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not access or use the Services.

These Terms include a binding arbitration provision and class-action waiver, as described in Section 18.

The Services are intended for business use by persons at least 18 years old. They are not intended for personal, family, or household use. Persons under 18 may not register for or use the Services.

Any Order Form, proposal, checkout page, service description, data processing addendum, or supplemental terms expressly incorporated into these Terms becomes part of the agreement between Vello and Client. If an Order Form conflicts with these Terms, the Order Form controls only as to the specific commercial or service terms it expressly changes. A signed data processing addendum controls with respect to its subject matter.

We recommend that you save or print a copy of these Terms for your records.

1. Our Services

The Services are designed to help businesses request, monitor, manage, and make permitted use of genuine customer reviews and feedback. Features may include SMS and email review requests, review-reactivation campaigns, automated follow-ups, integrations with customer relationship management systems and other business software, Google Business Profile and other review-platform integrations, review monitoring and alerts, assistance with review responses, social-media or marketing repurposing of reviews, and website review widgets. The features included in your subscription are those identified in your applicable plan, checkout page, proposal, or Order Form.

Unless an Order Form expressly says otherwise, these Terms govern only Vello’s review-automation and related review-management Services. Other products or services that may be mentioned on the Site, including AI receptionist, website, hosting, search-engine optimization, quoting, advertising, or general CRM services, are not included merely because they appear on the Site.

The Services may not be lawful or appropriate in every jurisdiction or industry. Anyone accessing or using the Services from another location does so on their own initiative and is responsible for compliance with all laws and rules applicable to that location, industry, data, and communication. Unless Vello agrees otherwise in writing, the Services are offered for use in the United States.

2. Intellectual Property Rights

Our intellectual property

Vello or its licensors own all right, title, and interest in and to the Services and their components, including software, source and object code, workflows, databases, functionality, designs, interfaces, text, graphics, audio, video, templates, documentation, and other content (collectively, “Vello Content”), as well as Vello’s names, logos, trademarks, and service marks (collectively, “Vello Marks”). Vello Content and Vello Marks are protected by intellectual-property and unfair-competition laws.

Subject to your timely payment of all fees and compliance with these Terms, Vello grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during your subscription term to access and use the Services and Vello Content solely for your internal business purposes.

Except as expressly allowed by these Terms, you may not copy, reproduce, modify, translate, distribute, sell, sublicense, publicly display, publish, create derivative works from, reverse engineer, or otherwise exploit the Services, Vello Content, or Vello Marks without Vello’s prior written permission. No rights are granted by implication. Vello reserves all rights not expressly granted.

Client ownership

As between the parties, Client retains ownership of Client Data, Client Content, Client Marks, and any intellectual-property rights Client held before using the Services. The licenses in Sections 9 and 32 do not transfer ownership to Vello.

Feedback

If you provide ideas, suggestions, enhancement requests, or other feedback about the Services, you grant Vello a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable right to use and commercialize that feedback without restriction or compensation, provided that Vello does not identify you publicly as the source without permission.

Any material breach of this Section is a material breach of these Terms and may result in immediate suspension or termination.

3. User Representations

By accessing or using the Services, you represent and warrant that:

1. all registration, billing, and business information you provide is true, accurate, current, and complete;
2. you will keep that information accurate and current;
3. you are at least 18 years old and have legal capacity to enter into these Terms;
4. if acting for an entity, you have authority to bind it;
5. you will use the Services only for legitimate business purposes and in compliance with these Terms, all Applicable Laws, and applicable third-party rules;
6. you will not use the Services to contact anyone when you lack the consent, permission, or other lawful authority required for that communication;
7. you have all rights and authorizations necessary to provide Client Data and Client Content to Vello and to direct Vello and its service providers to process them as contemplated by the Services;
8. you are not subject to sanctions or legally prohibited from receiving the Services; and
9. your use of the Services will not infringe or violate another person’s rights.

If any information you provide is false, outdated, incomplete, or misleading, Vello may suspend or terminate your account and refuse current or future use of the Services.

4. User Registration and Account Security

You may be required to create an account. You are responsible for safeguarding all usernames, passwords, multi-factor authentication methods, API credentials, and access tokens associated with your account. You are responsible for activity conducted through your account by you and your authorized users.

You must promptly notify Vello at [email protected] of suspected unauthorized access, credential compromise, or other security incident involving your account. You may not share accounts with unauthorized persons, circumvent user limits, or permit a competitor to access the Services for benchmarking or competitive purposes.

You are responsible for managing user permissions and promptly removing access for personnel who no longer require it. Vello may require reasonable verification before changing account ownership, processing sensitive requests, or restoring access.

5. Purchases and Payment

Payments are processed through Stripe or another payment processor Vello makes available. The payment methods available at checkout may change. By providing a payment method, you authorize Vello and its payment processor to charge all subscription fees, setup or onboarding fees, usage-based charges, taxes, and other amounts disclosed at purchase or in an Order Form.

You agree to provide accurate and complete purchase, billing, and payment information and to promptly update it. Unless stated otherwise, fees are quoted and payable in U.S. dollars. Applicable sales, use, excise, or similar taxes may be added, excluding taxes based on Vello’s net income.

Pricing and included usage may vary by Client, plan, negotiated proposal, usage, or Order Form. If your use exceeds plan limits, Vello may charge disclosed overage fees, require an upgraded plan, limit the affected feature, or obtain your approval for additional charges, as stated in the applicable plan or Order Form.

Vello may correct pricing or billing errors. If a correction would increase an amount already charged, Vello will provide notice and, when legally required, obtain authorization before collecting the difference. Vello may decline or cancel a purchase for suspected fraud, error, unlawful activity, or material risk.

6. Subscriptions, Cancellation, and Refunds

Automatic renewal

Unless an Order Form states a different term, subscriptions are billed monthly and automatically renew for successive one-month periods until canceled. You authorize Vello and its payment processor to charge the payment method on file at the beginning of each renewal period without separate authorization for each recurring charge.

Setup and onboarding fees

Vello may charge a setup, implementation, migration, or onboarding fee when disclosed before purchase or in an Order Form. Unless otherwise stated in writing, such a fee is due when charged and becomes non-refundable once onboarding or implementation work begins, except where a refund is required by law.

Cancellation

You may cancel at any time through the account platform. If platform cancellation is unavailable, you may request cancellation by emailing [email protected]. A cancellation request must be made by the verified account owner or an authorized administrator, and Vello may require reasonable verification.

Cancellation takes effect at the end of the then-current paid billing period. You will retain access through that date unless the account is suspended or terminated for cause. Canceling does not reverse or refund charges already incurred and does not relieve you of amounts accrued before cancellation.

Refund policy

Except as expressly stated in an Order Form or required by law, all subscription fees, setup or onboarding fees, usage-based fees, and other charges are non-refundable and non-creditable once charged. Vello does not provide prorated refunds or credits for partial billing periods, unused features, unused message capacity, disconnected integrations, or early cancellation.

If Vello terminates the Services for convenience under Section 34, Vello will refund any prepaid subscription fees allocable to the period after termination. If Vello terminates or suspends for cause, no refund is due. Nothing in this Section limits a remedy that cannot lawfully be excluded.

Failed payments

If a charge fails or becomes overdue, Vello may retry the charge, suspend the Services, stop scheduled messages, downgrade functionality, or terminate the account. You remain responsible for all unpaid amounts and reasonable collection costs permitted by law.

Fee changes

Vello may change recurring fees by giving reasonable advance notice. A fee increase will ordinarily apply no earlier than your next renewal after the notice period, unless the change results from taxes, carrier fees, third-party pass-through costs, or usage you authorize.

7. Prohibited Activities

You may use the Services only for their intended business purpose. You may not, directly or indirectly:

1. violate Applicable Laws, carrier requirements, review-platform rules, or third-party terms;
2. send unlawful, unsolicited, deceptive, harassing, threatening, discriminatory, defamatory, obscene, or abusive communications;
3. upload purchased, scraped, harvested, fabricated, or unlawfully obtained contact lists;
4. contact a person who has opted out, withdrawn consent, or otherwise asked not to be contacted;
5. conceal or falsify sender identity, routing information, business identity, consent records, or message purpose;
6. engage in review gating, including selectively asking only customers expected to leave favorable reviews while diverting or excluding customers expected to leave unfavorable reviews;
7. create, purchase, solicit, arrange, or publish fake or misleading reviews or testimonials;
8. offer compensation or an incentive conditioned on a review expressing a particular sentiment, rating, or viewpoint;
9. suppress, manipulate, threaten, retaliate against, or improperly seek removal of genuine negative reviews;
10. submit insider reviews without any disclosure required by law or platform policy;
11. use review content, names, likenesses, or personal information without the rights or permission required for the intended use;
12. use the Services for unrelated bulk marketing, lead generation, debt collection, political messaging, or other campaigns not approved by Vello;
13. transmit malware, malicious code, or material designed to disrupt or compromise systems;
14. probe, scan, test, bypass, disable, or interfere with security, rate limits, access controls, or technical restrictions;
15. scrape or systematically extract data or content except through an authorized export function;
16. reverse engineer, decompile, disassemble, copy, frame, mirror, or create derivative works from the Services except to the limited extent a restriction is prohibited by law;
17. use bots, scripts, or automated tools to access the Services except through interfaces Vello expressly authorizes;
18. impersonate another person or entity or misrepresent affiliation;
19. use the Services to compete with Vello, benchmark for a competing product, resell access without permission, or build a competing database or service;
20. overload the Services or use message volumes materially outside normal business practice or plan limits;
21. upload highly sensitive data not reasonably necessary for review requests, including Social Security numbers, payment-card data, account passwords, government identifiers, or protected health information, unless Vello has expressly agreed in writing to support that data and the parties have executed any required agreement; or
22. direct Vello or its providers to take any action that would violate law or third-party policy.

Vello may investigate suspected violations and remove, block, or preserve relevant material; suspend campaigns; notify affected providers; and cooperate with lawful governmental requests.

8. Client Content and Other Contributions

The Services may allow you to submit message templates, business information, customer lists, logos, reviews, responses, images, social posts, comments, instructions, or other material (collectively, “Client Content”). Client Content may be transmitted to End Customers or published through connected third-party platforms at your direction.

You are solely responsible for Client Content. You represent and warrant that:

1. you own Client Content or possess all rights, licenses, consents, and permissions necessary for Vello to process and use it as directed;
2. Client Content is accurate in all material respects and is not deceptive;
3. its creation, upload, transmission, publication, and use do not violate law, third-party terms, intellectual-property rights, publicity rights, or privacy rights;
4. any testimonials, endorsements, review excerpts, incentives, and material connections are handled and disclosed as required by law; and
5. Client Content does not contain prohibited or unnecessary sensitive data.

Vello is not obligated to pre-screen Client Content, but may refuse, remove, edit, or disable content it reasonably believes violates these Terms, law, provider policy, or the rights or safety of any person. Vello’s review or suggested edit does not transfer responsibility for Client Content to Vello.

9. Content License; Marketing and Publicity Rights

Service-operation license

You grant Vello and its subcontractors a worldwide, non-exclusive, royalty-free license during the term, and for a reasonable wind-down or retention period afterward, to host, copy, format, transmit, display, modify, and otherwise process Client Content and Client Data only as reasonably necessary to provide, secure, support, improve, and administer the Services; comply with your instructions; enforce these Terms; and satisfy legal obligations.

When you direct Vello to publish, respond, or repurpose content through a third-party platform, this license includes the right to transmit and format that content for the requested destination. You remain responsible for confirming that the proposed use is permitted, including any use of an End Customer’s review in advertising or social-media content.

Marketing and publicity rights

Unless you opt out by emailing [email protected], you grant Vello permission to use your business name, logo, trademarks, and general or aggregated performance results from the Services in Vello’s customer lists, case studies, presentations, website, social media, and other promotional materials. Vello will use commercially reasonable efforts to honor an opt-out prospectively.

This permission does not authorize Vello to publicly disclose your confidential customer list, private message content, or non-public End Customer personal information. Vello will not use an identifiable End Customer’s review or testimonial in Vello’s own advertising unless Vello reasonably believes the use is authorized or permitted by law and applicable platform terms.

10. Connected Accounts and Integrations

You may connect the Services to Google Business Profile, customer relationship management systems, scheduling or field-service platforms, accounting tools, social networks, review platforms, email services, telephone or messaging providers, integration services such as Zapier, and other third-party accounts (each, a “Connected Account”).

By connecting an account, providing an access token, approving an authorization screen, or instructing Vello personnel to configure an integration, you represent that you are authorized to grant access and instruct Vello to retrieve, process, synchronize, post, or transmit information as needed for the selected feature.

Where available, you should connect accounts through the third party’s authorization process rather than disclosing your account password. If you voluntarily provide credentials or temporary access for setup, you authorize Vello to use them only for the requested purpose and should revoke or change them when no longer necessary.

Your relationship with a Connected Account provider is governed by that provider’s terms and privacy practices. You are responsible for maintaining valid permissions, credentials, API keys, tokens, subscriptions, and configurations. You may disconnect an integration through available settings or by contacting Vello, but disconnection may limit or stop affected Services.

Vello is not responsible for failures caused by expired permissions, changed third-party APIs, provider outages, account restrictions, or your failure to maintain a Connected Account.

11. Third-Party Services and Content

The Services rely on third parties, which may include Stripe, GoHighLevel, SMS or telephone providers, email-delivery providers, cloud-hosting providers, Google, social networks, review platforms, CRM providers, carriers, and integration services such as Zapier. The Site or Services may also link to third-party websites or display third-party content.

Vello does not control and is not responsible for third-party services, content, availability, security, accuracy, policies, acts, or omissions. A link or integration does not imply endorsement. Your use of a third-party service may require a separate agreement and may be subject to fees, limits, or policies imposed by that provider.

Vello may replace, discontinue, or modify an integration if a provider changes its service, policy, price, API, or access. Vello is not liable for resulting limitations, delay, nondelivery, suspension, or data loss beyond any nonwaivable responsibility imposed by law.

12. Services Management

Vello reserves the right, but not the obligation, to:

1. monitor use of the Services for compliance, security, support, and performance;
2. investigate suspected violations;
3. refuse, restrict, throttle, suspend, or disable access, campaigns, integrations, content, or files;
4. remove content or data that is unlawful, harmful, excessive, or burdensome;
5. establish or modify reasonable technical and usage limits;
6. take action to protect Vello, its providers, the Services, End Customers, and third parties; and
7. report apparent unlawful conduct or respond to lawful process.

Vello’s failure to monitor or act does not waive any right and does not make Vello responsible for Client’s conduct.

13. Privacy Policy

Please review Vello’s Privacy Policy at https://www.velloworks.com/privacy-policy. The Privacy Policy explains how Vello collects, uses, discloses, and otherwise processes personal information and is incorporated into these Terms by reference.

For End Customer data processed by Vello on Client’s behalf, Client generally determines the purposes and means of processing and Vello acts as Client’s service provider or processor to the extent those concepts apply. Client remains responsible for its own privacy notices, legal basis, consumer requests, and instructions. If the parties execute a data processing addendum, it controls over these Terms and the Privacy Policy for conflicts within its scope.

The Services are operated from the United States, and information may be processed in the United States and other locations used by Vello’s service providers, subject to Applicable Laws and contractual safeguards where required.

14. Copyright Infringement Notices

Vello respects intellectual-property rights. If you believe material available through the Services infringes a copyright you own or control, email [email protected] with sufficient information to identify the copyrighted work, the allegedly infringing material and its location, your contact information, a statement of your good-faith belief, a statement under penalty of perjury that your notice is accurate and you are authorized to act, and your physical or electronic signature.

Vello may forward a notice to the person who supplied the material. Knowingly making a material misrepresentation in an infringement notice may create liability. If you are unsure whether material is infringing, consult qualified counsel.

15. Term and Termination

These Terms begin when you first accept them, create an account, purchase, or use the Services and continue while you access or use the Services or have an active subscription.

You may terminate by canceling under Section 6 and ceasing all use. Vello may suspend or terminate as described in Sections 12 and 34. Upon termination, your license to use the Services ends, subject to any paid access period Vello permits after cancellation.

Termination does not affect accrued rights or payment obligations. Sections that by their nature should survive—including ownership, confidentiality, payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, and data-retention provisions—survive termination.

16. Modifications and Interruptions

Vello may modify, update, replace, limit, suspend, or discontinue all or part of the Services. When a change materially reduces core paid functionality during a current billing period, Vello will use commercially reasonable efforts to provide notice or a reasonable substitute, unless the change is needed for security, legal compliance, provider requirements, or circumstances outside Vello’s control.

The Services may be unavailable because of maintenance, updates, network or carrier issues, provider outages, cyber incidents, force majeure events, or other technical problems. Vello does not guarantee uninterrupted or error-free access and has no obligation to maintain any particular integration, feature, provider, or version indefinitely.

17. Governing Law and Court Venue

These Terms and any dispute arising out of or relating to them, the Services, or the parties’ relationship are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles, except that the Federal Arbitration Act governs the interpretation and enforcement of Section 18.

For any dispute not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state courts located in Montgomery County, Pennsylvania, or, if federal subject-matter jurisdiction exists, the United States District Court serving Montgomery County, Pennsylvania. Each party waives objections based on personal jurisdiction, venue, or forum non conveniens.

18. Dispute Resolution; Binding Arbitration; Class-Action Waiver

Informal resolution first

Before starting arbitration or a court proceeding, the complaining party must send written notice describing the dispute, supporting facts, amount or relief sought, and contact information. Notices to Vello must be sent to [email protected] and 146 East King St, Unit #1036, Lancaster, PA 17602. The parties will attempt in good faith to resolve the dispute for 30 days after receipt. Any limitations period is tolled during that 30-day period to the extent permitted by law.

Binding arbitration

Except for the limited exceptions below, any claim, controversy, or dispute arising out of or relating to these Terms, the Services, or the relationship between Client and Vello—including disputes concerning formation, enforceability, interpretation, breach, termination, or validity—will be finally resolved by binding arbitration, not in court.

The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. If JAMS is unavailable or declines to administer, the arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. If neither administrator is available, a court of competent jurisdiction may appoint an administrator or arbitrator.

The arbitration will:

1. be heard by one neutral arbitrator;
2. have its legal seat in Montgomery County, Pennsylvania, although the arbitrator may permit remote appearances or another mutually agreed hearing location;
3. be conducted in English;
4. allow the arbitrator to award any individual remedy available in court, subject to these Terms and any lawful limits on damages; and
5. result in a written, final, and binding award that may be entered in any court with jurisdiction.

Arbitration filing, administration, and arbitrator fees will be allocated under the administrator’s applicable rules, unless Applicable Law requires a different allocation. Each party will bear its own attorneys’ fees and costs unless a statute, these Terms, or the arbitrator permits an award to the prevailing party.

BY AGREEING TO ARBITRATION, EACH PARTY WAIVES THE RIGHT TO HAVE A JUDGE OR JURY DECIDE COVERED DISPUTES IN COURT.

Limited exceptions

Either party may:

1. bring an individual claim seeking less than $1,000 in a small-claims or comparable court if that court has jurisdiction;
2. seek temporary or preliminary injunctive relief in court to prevent actual or threatened infringement or misuse of intellectual property, unauthorized access, data misuse, or a security threat, without waiving arbitration of the merits; or
3. pursue a claim in court when Applicable Law prohibits arbitration of that claim.

Class-action and representative-action waiver

ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING, JOIN, OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION OR ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT PARTY’S INDIVIDUAL CLAIM.

If the class-action waiver is finally held unenforceable as to a particular claim or requested remedy, that claim or remedy will be severed and decided by a court under Section 17 after all arbitrable claims are resolved. If a final decision holds the waiver unenforceable in a manner that cannot be severed, the arbitration requirement will not apply to the affected proceeding.

19. Corrections

Information on the Site or in the Services may contain typographical errors, inaccuracies, omissions, or outdated descriptions concerning pricing, features, availability, or other matters. Vello may correct or update such information at any time. If a correction materially changes a completed purchase, Vello will provide any notice or remedy required by law.

20. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, VELLO CONTENT, TEMPLATES, AUTOMATIONS, INTEGRATIONS, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CLIENT USES THEM AT ITS OWN RISK.

VELLO DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

VELLO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR COMPATIBLE WITH EVERY SYSTEM; THAT DEFECTS WILL BE CORRECTED; THAT MESSAGES WILL BE DELIVERED, OPENED, OR ACTED ON; THAT THIRD-PARTY PLATFORMS WILL REMAIN AVAILABLE; OR THAT ANY REVIEW, RATING, REPUTATIONAL, REVENUE, OR BUSINESS RESULT WILL OCCUR.

TEMPLATES, AUTOMATED SUGGESTIONS, COMPLIANCE FEATURES, AND SUPPORT MATERIALS ARE PROVIDED FOR CONVENIENCE AND DO NOT CONSTITUTE LEGAL ADVICE. CLIENT IS RESPONSIBLE FOR OBTAINING ADVICE FROM QUALIFIED COUNSEL ABOUT ITS INDUSTRY, JURISDICTIONS, CONSENT PRACTICES, MESSAGE CONTENT, PRIVACY NOTICES, AND USE OF REVIEWS.

NO ORAL OR WRITTEN INFORMATION FROM VELLO CREATES A WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

21. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, VELLO AND ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONTRACTORS, AND PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, SAVINGS, OPPORTUNITY, GOODWILL, OR REPUTATION; LOSS OR CORRUPTION OF DATA; COST OF SUBSTITUTE SERVICES; OR DAMAGES ARISING FROM THIRD-PARTY SERVICES, END CUSTOMER CONDUCT, MESSAGE NONDELIVERY, REVIEWS, RATINGS, PLATFORM ACTIONS, REGULATORY ACTION, OR CLIENT’S FAILURE TO COMPLY WITH LAW, REGARDLESS OF THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, VELLO’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR THE PARTIES’ RELATIONSHIP WILL NOT EXCEED THE LESSER OF: (A) THE FEES CLIENT ACTUALLY PAID TO VELLO DURING THE ONE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) $500 USD.

The foregoing exclusions and cap apply collectively to all claims and are an essential basis of the bargain. They do not limit liability to the extent a limitation is prohibited by Applicable Law. Some jurisdictions do not allow certain exclusions or limitations, so some provisions may not apply.

Nothing in these Terms expands any remedy otherwise available under law. Client may not recover the same loss more than once under different theories.

22. General Indemnification

To the fullest extent permitted by law, Client will defend, indemnify, and hold harmless Vello and its affiliates, officers, directors, members, employees, agents, contractors, and service providers (collectively, “Vello Indemnified Parties”) from and against third-party claims, demands, investigations, proceedings, liabilities, judgments, settlements, damages, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

1. Client’s or an authorized user’s access to or use of the Services;
2. Client Data or Client Content;
3. Client’s breach of these Terms, an Order Form, or a representation or warranty;
4. Client’s violation of law, third-party terms, or another person’s rights;
5. Client’s products, services, business practices, or relationship with an End Customer; or
6. harmful, fraudulent, negligent, or willful acts or omissions by Client or anyone using Client’s account.

Vello will provide reasonable notice of a covered claim. Vello may assume control of the defense with counsel of its choosing at Client’s expense, and Client will reasonably cooperate. Client may not settle a claim in a manner that admits fault by, imposes obligations on, or fails to fully release a Vello Indemnified Party without Vello’s prior written consent.

23. Client Data and Backups

Vello may maintain Client Data and usage data as needed to provide and administer the Services. Although Vello or its providers may perform routine backups, the Services are not a backup or archival service unless expressly stated in an Order Form.

Client is responsible for maintaining independent copies of customer lists, consent records, suppression lists, content, reports, and other data it needs. Vello does not guarantee that all data can be recovered after deletion, cancellation, provider failure, or account termination.

To the fullest extent permitted by law, Vello is not liable for loss or corruption of Client Data except to the extent caused by Vello’s conduct for which liability cannot lawfully be excluded, and any liability remains subject to Section 21.

24. Electronic Communications, Transactions, and Signatures

Visiting the Site, using the Services, sending email, completing online forms, clicking buttons, and conducting transactions electronically constitute electronic communications and actions. You consent to receive agreements, invoices, receipts, notices, disclosures, and other communications electronically through email, the Site, the platform, or another electronic method associated with your account.

You agree that electronic records, signatures, click-through acceptances, and notices satisfy legal requirements that a communication or signature be in writing, to the extent permitted by law. You are responsible for maintaining a valid email address and equipment capable of retaining electronic records.

25. SMS and Email Messaging

Messages to End Customers

When Vello sends SMS, MMS, email, or other electronic communications to End Customers at Client’s direction, Client is the business on whose behalf the communication is sent and is responsible for the campaign, recipient selection, lawful authority, content, timing, and follow-up, subject to Vello’s independent legal obligations.

Client must comply with all Applicable Laws and industry rules, which may include the Telephone Consumer Protection Act, FCC regulations, state telemarketing and privacy laws, the CAN-SPAM Act, carrier and messaging-provider policies, and platform requirements. Client must maintain evidence sufficient to prove the source and scope of any required consent or other lawful basis.

Opt-outs

The Services are intended to recognize common SMS opt-out words such as STOP and to provide or support email unsubscribe functionality. Client acknowledges that automated tools may not capture every request. Client must promptly notify Vello of opt-out or revocation requests received outside the Services and must not re-add, override, or contact a suppressed recipient unless lawful consent has been validly re-established and documented.

Vello may send a single non-promotional confirmation of an SMS opt-out when permitted by law. Vello may block messaging to a recipient or campaign to honor an opt-out, provider requirement, or legal obligation.

Message and data rates

Message and data rates may apply to SMS or MMS messages. Rates are determined by the recipient’s carrier and plan. Message frequency may vary based on the applicable campaign and Client’s approved settings.

Vello account and service messages

Vello may send Client transactional or service-related messages about its account, security, billing, support, subscriptions, or legal notices. If Client separately consents to Vello marketing messages, Client may opt out of marketing SMS by replying STOP and may unsubscribe from marketing email using the provided mechanism. Opting out of marketing does not prevent necessary transactional or service communications.

For assistance concerning Vello messages, contact [email protected].

26. California Users and Residents

California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210. Hearing-impaired persons may use 711 or (800) 735-2929 (TTY).

Nothing in these Terms waives a right or remedy that cannot be waived under California law or other Applicable Law.

27. Miscellaneous

Entire agreement

These Terms, the Privacy Policy, each applicable Order Form, and any expressly incorporated supplemental terms or data processing addendum constitute the entire agreement between Client and Vello concerning the Services and supersede prior or contemporaneous discussions, statements, and agreements on that subject.

Order of precedence

In a conflict: (1) a signed data processing addendum controls for data-protection matters within its scope; (2) a signed Order Form controls for specific commercial and service terms it expressly changes; (3) these Terms control; and (4) the Privacy Policy controls as to Vello’s general privacy practices. A purchase order or Client form does not modify the agreement unless Vello expressly signs it.

Assignment

Client may not assign or transfer these Terms, by operation of law or otherwise, without Vello’s prior written consent. Vello may assign these Terms to an affiliate or in connection with a merger, reorganization, financing, sale of equity, or sale of all or substantially all assets relating to the Services. An impermissible assignment is void.

Relationship

The parties are independent contractors. These Terms do not create a partnership, joint venture, franchise, fiduciary, employment, or agency relationship, except that Client appoints Vello as its limited service provider solely to perform the actions Client authorizes through the Services. Neither party may bind the other except as expressly stated.

Third-party beneficiaries

There are no third-party beneficiaries of these Terms. End Customers do not acquire contractual rights under these Terms. This sentence does not eliminate any independent, nonwaivable right an End Customer may have under Applicable Law.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, fire, epidemic, war, terrorism, civil unrest, labor disputes, governmental acts, power failures, internet or telecommunications outages, carrier actions, cyberattacks not caused by a party’s failure to use reasonable safeguards, or third-party platform outages. This provision does not excuse payment obligations for Services already provided.

Severability and reformation

If any provision is invalid or unenforceable, it will be enforced to the maximum extent permitted and modified to the minimum extent necessary; if modification is not possible, it will be severed. The remaining provisions continue in effect, subject to the specific severability rule in Section 18.

Waiver

A waiver must be in writing and signed by the waiving party. Failure or delay in exercising a right is not a waiver. A waiver on one occasion is not a waiver on another.

Interpretation

Headings are for convenience only. “Including” means “including without limitation.” The singular includes the plural and vice versa. These Terms will not be construed against a party merely because that party drafted them.

28. Definitions

“Applicable Laws” means all laws, regulations, orders, codes, and binding rules applicable to a party, the Services, Client Data, Client Content, or communications, including as applicable privacy, data-protection, consumer-protection, electronic-communications, telemarketing, advertising, endorsement, and review laws.

“Client Content” has the meaning in Section 8 and includes materials, messages, instructions, and content supplied, selected, or approved by Client.

“Client Data” means data submitted to, collected through, synchronized with, or processed by the Services on Client’s behalf, including End Customer contact and transaction information, campaign settings, message records, and integration data.

“Client Marks” means Client’s names, logos, trademarks, service marks, and brand elements.

“Connected Account” has the meaning in Section 10.

“CRM” means a customer relationship management or similar business system used to store or manage customer information or activity.

“Default Messaging Preferences” means the templates, timing, cadence, follow-up rules, destination links, and other campaign settings supplied by Vello or selected in the Services unless Client customizes them.

“End Customer” means an individual or entity that is or was a customer, client, patient, patron, lead, or user of Client’s products or services and whose information is processed or used for a communication through the Services.

“Google Business Profile” means Google’s business-listing service, formerly known as Google My Business, and includes any successor service.

“Order Form” means a proposal, order, checkout page, statement of work, or similar document accepted by the parties that identifies Services, fees, term, or other specific conditions.

“Review Gating” means selectively soliciting public reviews from persons expected to provide positive feedback while diverting, discouraging, excluding, or withholding the review opportunity from persons expected to provide negative or neutral feedback, or any substantially similar practice prohibited by law or platform policy.

“Services” has the meaning in the introductory provisions and Section 1.

29. Scope of Services

Subject to the purchased plan or Order Form, Vello may provide:

1. Review-request campaigns: automated or assisted SMS and email requests inviting End Customers to provide honest reviews or feedback;
2. Review reactivation: campaigns using an existing customer list supplied by Client;
3. Ongoing automation: review requests triggered by job completion, payment, appointment, CRM status, or another configured event;
4. Follow-ups: reminder messages based on Default Messaging Preferences or Client-selected cadence;
5. List import and setup: Client uploads through the platform, integration-based synchronization, or Vello personnel importing data Client provides or authorizes Vello to access;
6. Integrations: connections with CRM, field-service, accounting, Google Business Profile, social-media, messaging, and other supported systems, including connections configured for Client’s existing software through a native connector or an integration service such as Zapier, limited to the data and events that connection makes available;
7. Review monitoring and alerts: collection or display of available review activity from supported sources;
8. Review-response assistance: suggested, automated, or human-assisted response drafting and, when authorized, posting responses through a Connected Account;
9. Review repurposing: creation of social posts, graphics, excerpts, highlight content, or other marketing assets from reviews Client identifies or authorizes and, on plans that include it, posting them to Client’s social-media Connected Accounts in Client’s name, subject to rights and platform rules; and
10. Review widgets and reporting: website display tools, dashboards, reports, and analytics related to review activity.

Vello may use employees, contractors, affiliates, and subprocessors to provide the Services. Features may be introduced, changed, limited, or retired as described in these Terms.

Unless expressly included in an Order Form, the Services do not include legal advice, legal-compliance audits, crisis communications, dispute mediation with End Customers, guaranteed removal of reviews, paid advertising, general social-media management, AI receptionist services, websites or hosting, search-engine optimization, or unrelated CRM administration. Review posting under item 9 and integrations under item 6 are review-management features. They do not include creating or managing other social-media content or accounts, or administering, customizing, migrating, or maintaining Client’s CRM or other software beyond the connection itself.

30. Client Responsibilities

Client is responsible for the following:

Lawful collection and messaging authority

Before providing End Customer information or directing any communication, Client must have lawfully collected the information, provided all required privacy notices, and obtained and documented all consent, permission, or other lawful authority required for Vello and its providers to process the data and send the specific type of communication on Client’s behalf.

The required authority may vary by message type, technology, content, recipient, jurisdiction, and relationship. Client may not rely on these Terms, a Default Messaging Preference, or Vello’s software settings as proof of legal compliance.

Accurate data and records

Client must provide accurate, current data; promptly correct errors; maintain consent and source records; check applicable do-not-contact and suppression lists; and take reasonable steps to avoid messaging reassigned, incorrect, or stale numbers and addresses.

Opt-outs and revocation

Client must honor all opt-outs, withdrawals of consent, and do-not-contact requests, including requests received by phone, email, voicemail, in person, through another system, or by any other method that Applicable Law requires Client to recognize. Client must promptly communicate off-platform requests to Vello and preserve suppression status.

Privacy and data rights

Client is responsible for its privacy notices, responses to End Customer rights requests, retention instructions, data minimization, and any industry-specific restrictions. Client must not provide data that the Services are not designed or contractually approved to process.

Review integrity and platform compliance

Client must solicit honest feedback without requiring a positive sentiment. Client may not engage in Review Gating; purchase or fabricate reviews; condition compensation on positive or negative sentiment; suppress lawful negative reviews; retaliate against reviewers; or violate Google, Meta, Yelp, or another platform’s review and content policies.

If Client offers an incentive for a review where legally and contractually permitted, Client is solely responsible for ensuring the incentive is not conditioned on sentiment, is disclosed as required, and is permitted by the destination platform.

Content and approvals

Client is responsible for message content, sender identity, timing, cadence, links, review responses, and repurposed content. Client must ensure all factual claims are accurate and all legally required disclosures, physical addresses, sender identifications, and opt-out instructions are included.

Integrations and cooperation

Client must maintain valid Connected Accounts, permissions, tokens, and subscriptions; provide timely information and approvals; designate authorized contacts; and reasonably cooperate with setup, support, investigation, and compliance requests.

Industry-specific obligations

Client is solely responsible for laws and professional obligations specific to its industry, including health, financial, legal, education, children’s, or regulated-service requirements. Client may not submit protected health information or other specially regulated data unless Vello expressly agrees in writing and all required agreements and safeguards are in place.

31. Messaging Content and Automation

Vello may provide standard SMS and email templates and a recommended cadence. Unless otherwise agreed, Vello may configure Default Messaging Preferences during onboarding. Client’s activation, continued use, or failure to request changes after a reasonable opportunity to review constitutes approval of those templates and settings.

Client may request or make changes, subject to technical, legal, carrier, and platform limitations. Vello may reject, edit, pause, or refuse content or cadence that Vello reasonably believes is unlawful, deceptive, abusive, likely to generate complaints, inconsistent with provider rules, or harmful to the Services.

Client acknowledges that:

1. Client is the sender or business on whose behalf End Customer messages are sent;
2. automated messages may be sent without individual review once a trigger occurs;
3. incorrect integrations, duplicate records, delayed status changes, or Client configuration may cause unintended or duplicate messages;
4. Client must test and monitor automations and promptly report problems;
5. Vello does not independently verify each recipient’s consent or each message’s legal compliance; and
6. default templates and automated opt-out features reduce operational burden but do not transfer Client’s legal responsibility to Vello.

For review responses, Client authorizes Vello to draft content based on available review text and Client-provided information and, unless Client’s account settings provide otherwise, to post those responses automatically through Client’s Connected Accounts for reviews at or above the star rating set for Client’s account. Client does not need to review each response before it is posted. By allowing automatic posting, Client accepts the risk that a response may be posted without individual review, and Client remains responsible for the accuracy, tone, confidentiality, professional obligations, and legal compliance of responses posted in its name. If Client allows social posts under Section 29 to publish without approving each one, Client accepts the same risk for those posts.

32. Data Use, Storage, and Deletion

Authorized processing

Client instructs and authorizes Vello and its service providers to collect, import, access, organize, store, transmit, analyze, and otherwise process Client Data as necessary to provide the Services, including importing a CSV or other file supplied by Client and accessing data from a Connected Account at Client’s direction.

Vello will use Client Data to provide, secure, maintain, support, and improve the Services; prevent fraud and abuse; comply with law; enforce agreements; and create aggregated or de-identified information that does not reasonably identify Client or an End Customer. Vello may use aggregated or de-identified information for analytics, service improvement, benchmarking, and business purposes permitted by law.

Security

Vello will use commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the information Vello processes. No system or transmission method is completely secure, and Vello does not guarantee absolute security.

Retention after cancellation

After cancellation or termination, Vello may retain Client Data and account settings for a reasonable period under its then-current retention practices to facilitate reactivation, maintain records, resolve disputes, prevent fraud, comply with law, and complete backup cycles. Access may be disabled during this period.

Client may request permanent deletion by emailing [email protected]. Subject to identity and authority verification, legal obligations, dispute holds, security needs, and backup limitations, Vello will take reasonable steps to delete or irreversibly de-identify covered data. Residual copies may remain in backups until overwritten in the ordinary course and will remain protected.

Client should export any needed data before cancellation. Vello is not obligated to retain or provide data after the applicable retention period.

33. Service Limitations and No Guarantees

No guarantee of reviews or outcomes

Vello does not guarantee any number of reviews, response rate, rating, review sentiment, ranking, search position, revenue, leads, reputation improvement, or other business result. End Customers decide whether and how to respond, and review platforms decide whether to publish, filter, rank, retain, or remove content.

Examples, projections, testimonials, and case studies are illustrative and not promises of future performance.

Review monitoring and responses

Monitoring may be delayed, incomplete, or unavailable depending on third-party APIs and platform access. Vello cannot monitor every website or mention. Response assistance does not guarantee resolution of complaints, removal of reviews, or acceptance by a platform. Vello does not adjudicate factual disputes between Client and an End Customer.

Review integrity

The Services are intended to request genuine, honest reviews without regard to sentiment. Vello does not guarantee reviews will be positive and may refuse a campaign or workflow that appears to involve Review Gating, suppression, manipulation, or another prohibited practice.

Delivery and availability

SMS and email delivery depends on carriers, filters, sender registration, reputation, recipient devices, third-party providers, and other factors outside Vello’s control. Messages may be delayed, blocked, filtered, or undelivered. Vello does not guarantee uninterrupted access or a particular uptime unless an Order Form expressly provides a service-level commitment.

Third-party changes and fees

Client is responsible for disclosed third-party fees associated with its own accounts or systems. A third party may change APIs, policies, prices, eligibility, or availability, which may reduce or eliminate a feature. Vello is not responsible for those changes and may modify the Services in response.

34. Termination and Suspension Procedures

Termination by Client

Client may cancel as provided in Section 6. Unless otherwise stated, cancellation is effective at the end of the current paid period. Client should export desired data before access ends.

Suspension or termination by Vello for cause

Vello may suspend or terminate some or all Services if:

1. fees are overdue or a payment is reversed;
2. Client breaches these Terms or an Order Form;
3. Client sends or attempts to send unlawful messages or lacks required messaging authority;
4. Client violates opt-outs, engages in Review Gating, manipulates reviews, or violates provider or platform policy;
5. Client’s use creates security, deliverability, reputational, legal, or operational risk;
6. Client exceeds limits or uses resources in an abusive or unreasonable manner;
7. a third-party provider suspends or restricts a required account, number, domain, integration, or campaign;
8. Vello reasonably suspects fraud, unauthorized access, or illegal activity; or
9. suspension or termination is required by law or governmental order.

When reasonable and legally permitted, Vello will provide notice and an opportunity to cure. Vello may act immediately without advance notice for urgent legal, security, provider, deliverability, or safety concerns.

Effect of termination

Upon termination, Vello may stop scheduled communications, disconnect integrations, disable access, and delete or retain data under Section 32. Client remains responsible for accrued charges. No refund is due when Vello terminates for cause.

Reactivation

Vello may, but is not obligated to, reactivate a suspended or terminated account after the issue is resolved. Reactivation may require payment of outstanding amounts, updated verification or consent records, configuration changes, a reactivation fee disclosed in advance, and acceptance of then-current terms.

Termination by Vello for convenience

Vello may discontinue the Services or terminate an account for convenience with at least 30 days’ notice when reasonably practicable. Vello will refund prepaid subscription fees covering the period after the effective termination date. That refund is Client’s exclusive monetary remedy for a termination for convenience, except where law requires otherwise.

35. Messaging and Data Indemnification

Without limiting Section 22, Client will defend, indemnify, and hold harmless the Vello Indemnified Parties from and against any third-party or governmental claim, investigation, demand, action, liability, loss, damage, judgment, settlement, fine, penalty, cost, or expense, including reasonable attorneys’ fees, arising out of or relating to:

1. Client’s failure to obtain, document, or maintain any consent, permission, notice, or lawful authority required to collect, disclose, process, or message an End Customer;
2. Client’s upload, import, disclosure, or authorization of access to unlawfully obtained, inaccurate, purchased, scraped, or unauthorized contact information;
3. any message sent through the Services at Client’s direction or from Client’s account, including its content, timing, cadence, sender identity, or recipient selection;
4. failure to honor an opt-out, withdrawal, revocation, do-not-contact request, or suppression requirement;
5. alleged violation of the TCPA, FCC rules, CAN-SPAM Act, state telemarketing laws, privacy or data-protection laws, carrier rules, or similar requirements;
6. Review Gating, fake or misleading reviews, sentiment-conditioned incentives, undisclosed insider reviews, suppression, retaliation, or other review manipulation by Client;
7. Client’s publication, response to, or repurposing of a review without necessary rights, disclosures, or permissions; or
8. acts or omissions of Client’s owners, personnel, contractors, agents, authorized users, customers, or anyone acting through Client’s account or at Client’s direction.

This indemnity applies regardless of the legal theory asserted and survives cancellation or termination. It does not require Client to indemnify a Vello Indemnified Party to the extent a final, nonappealable decision determines the loss was caused solely by that party’s gross negligence or willful misconduct and Applicable Law prohibits indemnification for that conduct.

36. Additional Contract Terms

Changes to these Terms

Vello may update these Terms by posting the revised version and changing the “Last updated” date. For material changes, Vello will provide reasonable notice by email, in-product notice, or another reliable method. Unless an immediate change is required for law, security, abuse prevention, or third-party requirements, a material change will apply to an existing paid subscription no earlier than its next renewal after notice.

Continued use after the effective date constitutes acceptance. If Client does not agree, Client must stop using the Services and cancel before the change becomes effective. Changes to arbitration for a dispute of which Vello had actual notice before the change will not apply to that dispute without mutual agreement.

Notices

Vello may send notices to the email address, account, or business contact on file. Notices to Vello must be sent to [email protected], and legal notices concerning disputes must also be mailed to 146 East King St, Unit #1036, Lancaster, PA 17602. Email notice is deemed received when sent unless the sender receives a delivery failure; postal notice is deemed received three business days after mailing by a trackable method.

Confidentiality

Each party may receive non-public business, technical, pricing, security, or customer information of the other (“Confidential Information”). The receiving party will use Confidential Information only to perform or exercise rights under the agreement and protect it with at least reasonable care. Confidential Information does not include information that the receiving party can document was lawfully known without restriction, independently developed, publicly available without breach, or lawfully received from a third party.

A receiving party may disclose Confidential Information to personnel and service providers who need to know it and are bound by appropriate obligations, or when required by law after providing notice when legally permitted. Client Data remains subject to the more specific data provisions of these Terms and the Privacy Policy.

37. Contact Us

For questions, complaints, cancellation assistance, or more information about the Services or these Terms, contact:

Vello Digital LLC
146 East King St
Unit #1036
Lancaster, PA 17602
United States
[email protected]
https://www.velloworks.com

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