VelocIQ · Terms of Service


VelocIQ

VelocIQ LLC · Houston, Texas

Terms of Service

Effective Date: July 7, 2026

These Terms of Service govern access to and use of the VelocIQ platform and services. By connecting your Microsoft 365 tenant or otherwise accessing the VelocIQ platform, you agree to these Terms.


1. Definitions

"Platform" means the VelocIQ organizational intelligence software, including all AI-powered analysis pipelines, briefing delivery systems, dashboards, APIs, and related services provided by VelocIQ LLC.

"Client" or "you" means the business entity that has executed a VelocIQ service agreement or otherwise authorized access to the Platform.

"Authorized Users" means the owner(s) and employees of Client who are granted access to the Platform pursuant to Client's subscription.

"Communications Data" means the email, Microsoft Teams messages, calendar data, meeting records, and other Microsoft 365 content ingested by the Platform pursuant to Client's authorization.

"Intelligence Output" means briefings, scores, signals, suggested questions, and other analytical content generated by the Platform from processing Communications Data.

"VelocIQ," "we," "us," or "our" means VelocIQ LLC, a Texas limited liability company.



2. Acceptance and Eligibility

By authorizing VelocIQ to connect to your Microsoft 365 tenant, executing a VelocIQ service agreement, or accessing the Platform in any manner, you represent that: (a) you are authorized to bind the entity on whose behalf you are acting; (b) your organization is a validly formed legal entity; and (c) your use of the Platform will comply with all applicable laws, regulations, and these Terms.

If you do not agree to these Terms in their entirety, you must not access or use the Platform.



3. The Platform and Services

3.1 Description

VelocIQ ingests your organization's Communications Data through a Microsoft 365 integration, processes that data through a multi-stage AI pipeline, and produces Intelligence Output — including a Monday morning briefing designed to surface what the owner does not know. The Platform is positioned as a fractional COO function, not a software tool.

3.2 License Grant

Subject to your compliance with these Terms and payment of applicable fees, VelocIQ grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during your subscription period solely for your internal business purposes.

3.3 Restrictions

You shall not: (a) resell, sublicense, or transfer your access to any third party; (b) reverse engineer, disassemble, or attempt to derive the source code, signal detection logic, scoring models, or prompt architecture of the Platform; (c) use the Platform to develop competing products or services; (d) access the Platform by automated means except through VelocIQ-approved integrations; or (e) remove or alter any proprietary notices, labels, or marks on the Platform.

3.4 Platform Evolution

VelocIQ may modify, update, or discontinue features of the Platform at any time. During alpha and beta periods, the Platform is under active development and may be incomplete, subject to change, and may contain errors. VelocIQ will provide reasonable notice of material changes that affect existing functionality.



4. Data and Privacy

4.1 Your Data

You retain all right, title, and interest in and to your Communications Data. VelocIQ's access constitutes a limited, revocable license solely to provide the Platform services. No ownership interest in your data is transferred to VelocIQ under any circumstances.

4.2 Authorization

By connecting your Microsoft 365 tenant, you represent and warrant that: (a) you have legal authority to authorize VelocIQ's access; (b) you have complied with all applicable employee notice requirements regarding workplace monitoring under federal, state, and local law; and (c) you have informed your employees of the nature and scope of communications monitoring in a manner sufficient to satisfy applicable legal requirements.

4.3 Data Processing

VelocIQ processes your Communications Data to generate Intelligence Output, calibrate signal detection thresholds, and improve briefing quality. VelocIQ will not sell your identifiable data or disclose your Communications Data to third parties except as required by law or as described in VelocIQ's Privacy Notice.

4.4 Security

VelocIQ maintains the following minimum security controls: (a) AES-256 encryption at rest in a per-tenant dedicated storage container; (b) TLS 1.2 or higher for all data in transit; (c) OAuth 2.0 authentication — no client credentials stored; and (d) access credentials stored exclusively in Azure Key Vault.

4.5 Deletion

Upon written request or termination of your agreement, VelocIQ will delete all identifiable Communications Data and derived Intelligence Output from its systems within thirty (30) days and will provide written confirmation of deletion upon request.



5. Employee Monitoring Compliance

The Platform processes internal communications, including emails and messages sent and received by your employees. You are solely responsible for: (a) ensuring that your workplace monitoring practices comply with all applicable federal, state, and local laws, including without limitation the Electronic Communications Privacy Act and any applicable state equivalents; (b) providing adequate notice to employees regarding monitoring; and (c) obtaining any required consents. VelocIQ provides tooling — the legal compliance obligation rests with you as the employer.



6. Fees and Payment

6.1 Subscription Fees

Fees are set forth in your service agreement. Founding client agreements may include special pricing, feature commitments, or extended terms that govern over these general Terms where they conflict.

6.2 Payment

Fees are due as specified in your service agreement. Past-due amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is less). VelocIQ reserves the right to suspend access for accounts more than 30 days past due after written notice.

6.3 Taxes

You are responsible for all taxes, duties, and similar charges arising from your use of the Platform, excluding taxes on VelocIQ's net income.



7. Intellectual Property

VelocIQ owns all right, title, and interest in and to the Platform, including the pipeline architecture, signal detection logic, scoring models, prompt architecture, briefing formats, visual design, and all underlying technology. Nothing in these Terms transfers any intellectual property rights to you. "VelocIQ," the VelocIQ wordmark, and associated marks are trademarks of VelocIQ LLC. You may not use these marks without prior written permission.



8. Confidentiality

You acknowledge that the Platform's architecture, signal detection methodology, scoring models, dashboard design, and Intelligence Output formats constitute Confidential Information of VelocIQ. You shall not disclose or demonstrate the technical operation of the Platform to any third party without VelocIQ's prior written consent. General description of the Platform's purpose and existence is not restricted. This obligation survives termination of your agreement.



9. Warranties and Disclaimers

9.1 VelocIQ Warranties

VelocIQ represents that it will provide the Platform using reasonable care and skill and in accordance with applicable law.

9.2 Disclaimer

THE PLATFORM IS PROVIDED "AS IS" DURING ALPHA AND BETA PERIODS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, VELOCIQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. INTELLIGENCE OUTPUT IS BASED ON PATTERN ANALYSIS OF COMMUNICATIONS DATA AND IS NOT A SUBSTITUTE FOR PROFESSIONAL BUSINESS, FINANCIAL, LEGAL, OR HUMAN RESOURCES ADVICE. VELOCIQ DOES NOT WARRANT THAT INTELLIGENCE OUTPUT IS ACCURATE, COMPLETE, OR FREE FROM ERROR.



10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VELOCIQ'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. VELOCIQ SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF VELOCIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.



11. Indemnification

You shall indemnify, defend, and hold harmless VelocIQ and its members, officers, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms; (b) your failure to comply with applicable employee monitoring laws; (c) your use of the Platform in violation of applicable law; or (d) any claim by your employees arising from your use of the Platform.



12. Term and Termination

12.1 Term

These Terms remain in effect for the duration of your service agreement or, if no agreement is in place, until terminated by either party upon thirty (30) days written notice.

12.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within fifteen (15) days of written notice.

12.3 Effect of Termination

Upon termination: (a) your license to use the Platform immediately terminates; (b) VelocIQ will delete your identifiable data as described in Section 4.5; and (c) any accrued payment obligations survive. Sections 4, 7, 8, 9.2, 10, 11, and 13 survive termination.



13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws principles. Any dispute arising from these Terms shall be resolved exclusively in the state or federal courts located in Harris County, Texas.

13.2 Entire Agreement

These Terms, together with your service agreement and VelocIQ's Privacy Notice, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, representations, and understandings.

13.3 Amendments

VelocIQ may update these Terms by providing at least thirty (30) days written notice. Your continued use of the Platform after the effective date of any update constitutes acceptance of the revised Terms.

13.4 Severability

If any provision of these Terms is found unenforceable, the remaining provisions continue in full force. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

13.5 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of the right to enforce that provision in the future.

13.6 Assignment

You may not assign these Terms or your rights hereunder without VelocIQ's prior written consent. VelocIQ may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets upon notice to you.

13.7 Contact

Questions regarding these Terms should be directed to:

VelocIQ LLC Houston, Texas admin@velociq.ai



Page 5 · VelocIQ LLC · Confidential · admin@velociq.ai