Legal
These terms are unusual in one respect: much of what they govern is software that keeps working whether we do or not. We have tried to be plain about where our responsibility starts, where it ends, and where the blockchain's begins.
Effective April 21, 2026
These terms are a contract between velapay, Inc., a Delaware corporation, and the organization you represent when you create an account ("you"). If you have signed an order form with us, the order form controls where the two conflict. By using the service you accept these terms and confirm you have the authority to bind your organization.
velapay is four layers: SDKs for payers and receivers, hosted node infrastructure that tallies receipts and redeems RAVs, the smart contracts that hold escrow and settle, and the developer platform and dashboard that sit on top.
One thing velapay is not: a money transmitter, bank, custodian, or payment processor. Value moves peer-to-peer through smart contracts that you interact with directly, from addresses you control. We write and audit the contracts and run tooling around them; we do not take possession of your funds at any point in the flow. Testnet deployments exist for development and carry no monetary value.
Platform access uses API keys issued through the dashboard. Keep them confidential, scope them narrowly, and rotate them when people leave; you are responsible for activity under your keys until you revoke them or tell us they are compromised.
Your keys
We never hold, see, or back up the private keys that sign your receipts and control your escrow. That is the design, and it has a consequence worth sitting with before you fund anything: if you lose your keys, you lose access to the funds they control, and there is no support ticket that changes it. Plan your key management the way you would plan for anything irreversible.
A signed receipt is a binding commitment to pay for the action it describes. When a receiver aggregates receipts into a RAV and redeems it, the contract settles the balance, and that settlement is final in the way blockchain transactions are final.
The thawing period on escrow withdrawals is the dispute window, and it is the only dispute mechanism the protocol offers. Raise a dispute during the thaw and settlement pauses until it resolves. Once the thaw ends and funds move, there is no chargeback, reversal, or arbitration path — do not build your integration assuming one exists.
We may suspend platform access for violations, and will tell you why unless the law prevents it.
Two kinds: a protocol fee assessed per settlement, and platform subscription fees per your plan on the pricing page or your order form. Platform fees are billed in advance and are non-refundable except where these terms say otherwise. Gas costs for your transactions are yours: we neither set nor collect them, and they fluctuate with the network, not with us.
Our contracts are audited by independent firms, formally reviewed, and covered by an ongoing bug bounty. We publish audit reports and disclose vulnerabilities responsibly. And still: audited is not infallible. Smart contracts are immutable software holding real value in an adversarial environment, and we do not warrant them against novel exploits nobody has thought of yet. Anyone in this industry who offers that warranty is selling you something. Size your escrow and thresholds accordingly.
The SDKs are licensed to you, non-exclusively, for use with the service. The settlement contracts are open source under the license in their repository — the code your funds depend on should not be a secret. Your data is yours: receipt metadata, tally state, and anything you bring to the platform. We use it to run the service for you, and aggregate, de-identified statistics may inform how we improve it. Feedback you volunteer, we may use freely.
Non-public information exchanged in this relationship stays inside it: each side guards the other's secrets no less carefully than its own, and puts them to no other use. The obligation excludes what is already public, independently developed, or rightfully received elsewhere, and survives three years past termination. Note that nothing settled on-chain is confidential — it is on a public ledger, and section 10 says more about that.
Two promises, and only two: the platform behaves in material agreement with its documentation, and it is operated with professional competence and care. Past that line, the service ships as-is.
In particular: blockchains are third-party networks we do not operate. Congestion happens, fees spike, blocks reorganize, and finality is probabilistic until it is not. We do not warrant the availability, ordering, or timing of any blockchain, and no statement on this site should be read as a promise about how a network we do not control will behave.
Indirect, incidental, and consequential damages — lost profits included — are excluded on both sides. Direct liability is bounded for each party by what velapay invoiced you over the twelve months preceding the claim. Outside that boundary sit only: unpaid fees, the section 12 defense duties, confidentiality breaches, and willful misconduct.
We are never liable for gas costs, or for losses caused by blockchain reorganizations, network forks, or the conduct of validators and miners. Those are the physics of the environment your channels live in, not a service we provide.
Third-party claims sort by origin: those born of your agents' work, your data, or a section 5 violation are yours to take over and cover; those alleging the platform we ship infringes someone's IP are ours. The defending party is told promptly, holds the reins of the defense, and receives the other's reasonable cooperation.
A material breach left uncured for 30 days after written notice lets the other side end the agreement; closing your account, by contrast, needs no reason and no notice. On termination, platform access ends: dashboard, hosted nodes, API keys.
What does not end: the deployed contracts and any open channels. They are on-chain and permissionless, and they keep working whether or not you have an account with us — we could not turn them off if we wanted to, and these terms do not pretend otherwise. Winding down open positions, redeeming outstanding RAVs, and un-escrowing funds is yours to do, with self-hosted tooling if necessary.
New York law governs these terms; its conflict-of-laws doctrine does not. Any dispute belongs solely to the courts — state or federal — of New York County, New York, and both parties accept their jurisdiction.
Updates to these terms arrive with 30 days' runway — an email plus a note in the changelog. Where an update takes away something material, the exit door is open until it lands: cancel first and the unused prepaid balance comes back to you. Continued use after the notice period is acceptance.
Questions about these terms: legal@velapay.xyz. Everything about personal data lives in the Privacy Policy.