Velocity 360 Terms of Service and Customization Agreement
1. Introduction and Definitions
These Terms of Service (“Terms”) form a legally binding agreement between you, the party identified as the Client (hereinafter, “Client,” “you,” or “your”), and The Knowledge Gap LLC DBA Velocity 360 (“Business,” “we,” “us,” or “our”), with a principal place of business at 800 S Gay St P340 Knoxville, TN 37929. These Terms govern your engagement for customization services and your use of the Velocity 360 CRM platform and related services (“Services”). Please read these Terms carefully.
Effective Date: This agreement becomes effective on the date you first accept these Terms, begin using the Services, or execute a paid invoice or statement of work.
Key Definitions:
- Client Data: Any electronic data or information submitted by or for the Client into the Services, including customer contacts, notes, sales pipelines, and opportunities.
- Confidential Information: Non-public technical, business, or operational information disclosed by one party to the other.
- Intellectual Property (IP): All patents, copyrights, trademarks, trade secrets, and other proprietary rights related to the Services and the Business's proprietary methods.
- Usage Limits: The limits on the number of users (seats), sub-accounts, features, or volume (e.g., API calls, email send volume) included in your selected Subscription Plan, as further detailed in the current marketing materials and invoice.
2. Acceptance of Terms
By accessing, registering for, or using our Services, you represent that you have the authority to enter into these Terms and agree to be bound by them. If you don't agree with any part of these Terms, you may not use our Services.
3. Description of Services & Scope of Work
3.1. General Services
We provide CRM setup, automation, and consulting services through the Velocity 360 platform. Services may include, but are not limited to, initial setup, systems integration, automation engineering, analytics configuration, training, coaching, and ongoing technical support.
3.2. Customization & Implementation
We will provide custom configuration and implementation of the Velocity 360 CRM platform tailored to your business objectives, including system setup, data migration, and the creation of custom automations to enhance your sales, marketing, recruiting, training, and operations efficiency. This includes setting up and designing and is not limited to sales, marketing, recruiting, and training workflow and analytics dashboards.
3.3. Scope Limitation
The specific services, deliverables, features, and level of support provided to you are strictly limited to those explicitly defined in the paid invoice, statement of work, or mutually agreed-upon scope of work document. Any requests outside of this defined scope will require a separate written agreement and additional fees.
4. Subscription Term, Pricing, and Billing
4.1. Subscription Details and Usage Limits
Access to the Velocity 360 Platform is on a subscription basis, automatically renewing as specified in Section 10. The available subscription tiers, pricing, and Usage Limits are dynamically determined by the current reference marketing materials and sales materials provided at the time of your purchase. The specific tier, term, and limits applicable to you are detailed on your executed invoice.
4.2. Subscription Terms and Pricing
Your specific pricing, commitment term (e.g., Month-to-Month, 1-Year, 2-Year, or 3-Year), and associated discounts are determined by the plan you select, as referenced in the marketing and sales materials and documented in your invoice. Yearly contracts will be indicated on your invoice. If you pay the invoice, you are agreeing to the terms and conditions on that invoice. By remitting an upfront payment for a term of one (1) year or longer, you acknowledge and agree that you are entering into a binding contract for the entire duration of that term. All contract subscriptions are set to automatically renew unless a written request is received by the Client at least 48 hours prior to the billing date.
4.3. Price Increases & Grandfather Policy
We reserve the right to increase our subscription prices upon renewal to account for inflation, increased operating costs, and improved feature updates. We may implement larger price increases if we add significant new features or capabilities. To be grandfathered into your current pricing and waive any upcoming price increase, you must renew your agreement at least 90 days prior to your renewal date and the renewal period must be for at least a 1-year extension. We reserve the right to change this policy at any time. The result of a policy change will not affect your current contract, but only future renewals.
4.4. General Payment Terms
- All fees for the Services, including any applicable setup fees, are due in advance unless otherwise agreed in writing.
- Non-Refundable Policy: All fees are strictly non-refundable. You acknowledge and agree that no refunds, credits, or pro-rated billing adjustments will be issued for any unused portion of your subscription upon termination by you. In particular, fees paid for an annual or multi-year subscription are non-refundable regardless of whether the Client utilizes the services for the entire term.
- Recurring Billing Authorization: By submitting payment, you provide irrevocable authorization for the Business (or its third-party payment processor) to charge your stored payment method for the base plan, any sub-accounts, and all applicable overage and late fees on a recurring basis until your subscription is properly terminated.
- Non-Payment: Non-payment or a declined payment may result in the immediate and automatic suspension or termination of your Services until all outstanding amounts are resolved. Non-payment also incurs a late payment charge if the payment is not remitted within thirty (30) days of the invoice due date, after which the Business reserves the right to charge the payment method on file for the full outstanding balance.
4.5. Overage and Upgrades
If usage exceeds your contracted Usage Limits, you must upgrade immediately to the next appropriate tier or pay the applicable overage fee, as defined in the current pricing materials. Billing adjusts at the time of overage. Overage charges must be rectified by the next billing cycle. If unresolved, the Business reserves the right to charge the payment method on file for the outstanding difference.
4.6. Excluded Services
The monthly subscription does not include certain services, such as Ad Manager, WordPress Hosting, AI Employees, and WhatsApp, which are available as upgrades within your Velocity 360 account at clearly marked prices.
5. Client Data and Privacy
5.1. Ownership and Use
You retain all ownership rights in your Client Data. You grant us a royalty-free, worldwide, non-exclusive license to use, process, store, and transmit the Client Data solely for the purpose of providing the Services to you.
5.2. Client Responsibility and Compliance
You are solely responsible for the accuracy and legality of your Client Data. You warrant you have all necessary rights and consents. You agree to indemnify and hold us harmless against any claims arising from the Client Data or your failure to comply with privacy laws.
6. Client Responsibilities and Acceptable Use Policy (AUP)
6.1. General Responsibilities
- Attend meetings prepared; rescheduling the same meeting more than twice for any specific meeting may incur a $150 fee.
- Provide all necessary platform access and content promptly.
- Respond to inquiries from the Business within 1–2 business days. Post-30-day revisions may be billed separately.
- Gather and add all leads (including those sourced from Apollo) to the Velocity 360 platform yourself for workflow utilization. The Business will train your team on this process.
6.2. Acceptable Use Policy (AUP)
You shall not use the Services to:
- Send spam (unsolicited bulk commercial email/SMS) or engage in high-risk messaging.
- Upload or transmit any illegal, harmful, or defamatory content, or distribute viruses/malware.
- Violate the Intellectual Property, privacy rights, or other rights of any third party.
- Test the security of the Services or gain unauthorized access to any other system or data.
7. Business Responsibilities
- Provide CRM setup, automations, and strategies aligned with your goals.
- Manage timelines and guide the onboarding process (typically 4–5 weeks depending on Client responsiveness and custom requests).
- Respond to inquiries within 24 business hours.
- Safeguard client information and provide ongoing technical support via phone, email, and Google Meet for broken core functions once setup is approved.
8. Intellectual Property (IP)
8.1. Business Ownership
All intellectual property rights related to our Services, including the CRM platform, proprietary workflows, automation logic, CRM templates & snapshots, Consulting templates, documents, resources, courses, and any other intellectual property or trade secrets are and will remain the exclusive property of The Knowledge Gap LLC. You may not use or reproduce these materials without our express written consent. All workflows created by Velocity 360 are non-transferrable unless otherwise agreed upon in a separate written agreement.
8.2. Client Materials
You retain ownership of any content or materials you provide (Client Materials), including customer data, notes, sales pipelines, opportunities, and lead contact information. You grant us a non-exclusive, worldwide, royalty-free license to use such materials for the sole purpose of delivering the Services.
8.3. Ownership Upon Termination
Upon termination, you may export all data owned by you, including customer contacts, notes, sales opportunities, and other information that you have input into the system. You acknowledge and agree that we are under no obligation to transfer any intellectual property created by us, including but not limited to custom workflows, automations, templates, and analytics dashboards.
8.4. No Resale, Repackaging, or Redistribution
You are expressly prohibited from reselling, repackaging, or redistributing our CRM Services, Consulting Services, Templates, Courses, and any other IP in any way, whether in whole or in part, without our express written consent. This includes, but is not limited to:
- White-labeling or rebranding our CRM Services.
- Granting access to external individuals outside of your organization to log in and duplicate any assets or configurations from Velocity 360 onto another platform.
- Bundling our CRM Services with your own products or services.
- Offering our CRM Services as part of a hosted or managed service.
- Using our CRM Services to create a derivative work.
Any attempt to violate this clause will be considered a material breach of this Agreement and may result in the immediate termination of your account and legal action.
9. Support vs. Additional Services
Support covers fixes for broken core functions (automations, phone/text issues, domain connections) after the initial setup has been approved and working properly. Additional services that require additional setup costs include new automation design, new systems integrations, and training for new hires. These additional services include but are not limited to: new automations built for you, migration services, training services, tune ups, consulting meetings, and new location onboardings.
10. Term, Termination, and Non-Renewal
10.1. Term and Automatic Renewal
This Agreement shall be effective for the Initial Term selected by the Client, as defined in the associated invoice. The Initial Term will automatically renew for successive terms of equal length (or monthly for a month-to-month term) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
10.2. Cancellation/Non-Renewal
To cancel or opt out of automatic renewal, you must provide written notice at least thirty (30) days before your renewal date. Your access to the services will remain active until the end of the current billing term.
10.3. Early Termination
If the Client terminates this Agreement for convenience prior to the end of the Initial Term or any Renewal Term, all fees for the remainder of the then-current term will become immediately due and payable. The Client shall not be entitled to any refund of any prepaid fees. This policy is an essential part of the consideration for the term-based pricing model, which provides a discounted rate in exchange for the long-term commitment.
10.4. Account Transfer Restrictions (GHL Agencies)
The Business reserves the right to refuse or deny any Client request to transfer their account to a competing HighLevel (GHL) agency. Such a transfer will only be considered if the competing agency first purchases their own GHL agency license through our designated affiliate link and pays for that GHL agency account for one year in advance.
10.5. Survival
Clauses regarding Payment, Client Data, IP, Limitation of Liability, Indemnification, and Governing Law shall survive any termination of these Terms.
11. Disclaimer of Warranties and Limitation of Liability
11.1. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We don't warrant that the services will be uninterrupted, error-free, or completely secure.
11.2. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW: We shall not be liable for any indirect, incidental, punitive, special, or consequential damages (e.g., lost profits, lost data). Our total cumulative liability will not exceed the amount paid by you for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.
12. Indemnification
You agree to indemnify and hold harmless the Business, its affiliates, officers, and employees from and against any and all claims, damages, liabilities, costs, and expenses arising out of or related to: (a) your breach of these Terms, (b) your violation of any third-party rights, or (c) any violation of the Acceptable Use Policy (Section 6.2).
13. Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. Disputes fall under the exclusive jurisdiction of the state and federal courts located in Knoxville, Tennessee.
14. Privacy and SMS Terms
14.1. Privacy Policy
Your use of the Services is also governed by our Privacy Policy, which is available at: https://velocity360crm.com/privacypolicy. Your mobile information will not be shared or sold to third parties for marketing purposes. Information may be shared with subcontractors to support services like customer service.
14.2. SMS Terms
- To stop receiving SMS messages: text “STOP.” To resume: re-signup.
- Carrier message/data rates may apply.