Terms of Service

1. Acceptance of these Terms

These Terms of Service (the "Terms") form a binding agreement between you and Velira, LLC ("Velira," "we," "us," or "our"), the operator of the Velira application and related websites and services (collectively, the "Service"). Please read them carefully.

Velira, LLC provides the Velira software, a financial-information and education tool. The software, by itself, is NOT an investment adviser, broker-dealer, bank, custodian, or fiduciary, and does NOT provide personalized or individualized investment advice — it furnishes only general, impersonal educational information and tools, and it does not take into account any individual's particular situation in the way a licensed professional would. You act on everything the software shows you at your OWN discretion, and using the software alone creates no fiduciary or advisory relationship. Velira is sold in four tiers; if you choose one of the higher tiers (Velira Wealth, Velira Tax, or Velira Estate), you additionally receive personalized professional services from a dedicated licensed human — including, on Velira Wealth, a CFP® professional who acts as your fiduciary — under a separate written engagement described in the Professional Services & Fiduciary Disclosure. At no tier do we take custody of, hold, or trade your assets. These Terms, together with the documents they incorporate, govern your use of the software and the Service; the professional relationship on a human tier is additionally governed by that Disclosure and your written engagement.

PLEASE READ SECTION 16 (DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS-ACTION WAIVER) CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL, BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS, AS DESCRIBED IN SECTION 16. NOTHING IN SECTION 16 WAIVES OR LIMITS ANY RIGHT OR REMEDY YOU HAVE, OR ANY LIABILITY WE HAVE, UNDER ANY APPLICABLE FEDERAL OR STATE SECURITIES LAW OR OTHER LAW THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT.

By creating an account, clicking to accept, or otherwise accessing or using the Service, you agree to be bound by these Terms and by the documents they incorporate by reference, including the Privacy Policy, the Acceptable Use Policy, the Financial Data Aggregation Consent, the Electronic Communications & E-Sign Consent, and — for paid memberships — the Automatic Renewal Terms and Refund Policy. If you do not agree, do not access or use the Service.

We may update these Terms from time to time as described in Section 15 (Changes to these Terms). The version in effect is identified by the version number and effective date shown at the top of this document.

2. Eligibility

You must be a natural person who is a resident of the United States, at least 18 years old, and capable of forming a binding contract to use the Service. The Service provides the application and general, impersonal financial education and tools; it does not provide investment advice and is not available where its provision would be unlawful.

The Service is intended for personal, non-commercial use by individuals located in the United States. We make no representation that the Service is appropriate or available for use outside the United States, and the Service is not directed to persons in jurisdictions where providing it would be unlawful. By using the Service you represent that you meet these requirements and that the information you provide is accurate and current.

3. The Service; the software tier and the optional human-professional tiers

3.1 What Velira is. Velira is a financial-information and education software application operated by Velira, LLC, offered in four tiers. The software — included at every tier — aggregates the accounts and assets you connect or enter (investments, cash, real estate, private holdings, and similar) into a unified view, and provides dashboards, summaries, projections, scenarios, and general, impersonal educational information and tools (including illustrative model and framework outputs). Everything the SOFTWARE presents is general and educational in nature and is not tailored to your individual circumstances in the way advice from a licensed professional would be.

3.2 The software itself is not advice; not a fiduciary; non-discretionary; no custody. The Velira software is not, on its own, an investment adviser, broker-dealer, bank, custodian, accountant, or law firm, and the software by itself does not provide personalized investment, brokerage, custody, tax-preparation, accounting, or legal services or personalized investment advice. Using the software alone creates no fiduciary, advisory, or other special relationship. The software is read-only and NON-DISCRETIONARY: it does not exercise investment discretion over your accounts, it does not place trades, and it never decides for you. We do NOT take custody of your assets at any tier — we never hold, receive, or have authority to withdraw your funds or securities, and we never move money. YOU make every financial decision and YOU place every order yourself in your own account at your own broker-dealer, at your own discretion.

3.3 You act at your own discretion. The information, projections, scenarios, and model or framework outputs the software generates are general and educational and are provided for your own evaluation. If you choose to act on anything the software shows you, you do so by entering the order yourself at your broker, on your own judgment and responsibility. Some features may help you ORGANIZE the moves you choose to make (for example, a checklist of orders you plan to place, or a record of a fill you already made) — but the Service has no order-placement, order-transmission, or money-movement capability of any kind (see Section 7): the decision to place an order, and the placing of the order itself at your broker, are entirely yours. We do not guarantee execution, price, or any result.

3.4 Optional human-professional tiers. The higher tiers — Velira Wealth, Velira Tax, and Velira Estate — additionally provide personalized professional services from a dedicated licensed individual assigned to you: a fiduciary CERTIFIED FINANCIAL PLANNER™ (CFP®) on Velira Wealth; a Certified Public Accountant (CPA) for personal tax planning and personal Form 1040 filing on Velira Tax; and an Estate Planner on Velira Estate. On those tiers you DO receive advice tailored to you, and — for the CFP® professional — a fiduciary, best-interest relationship. Velira is pursuing investment-adviser registration with counsel; the human-professional tiers are offered only once that registration is effective, and upon effectiveness Velira acts as a fiduciary on those tiers, under the Investment Advisory Agreement, Form ADV, and Form CRS published at /legal. Those services are personal-scope only (for example, the CPA does not prepare corporate or partnership returns, bookkeeping, or payroll), carry no asset-based fee, and never involve custody or trading of your assets. The professional relationship on a human tier is governed by the Professional Services & Fiduciary Disclosure and by the separate written engagement you enter before services begin; those documents describe the relationship, its scope, fees, and conflict disclosures.

3.5 Entire agreement; order of precedence. These Terms, together with the documents they incorporate by reference — the Privacy Policy, the Acceptable Use Policy, the Financial Data Aggregation Consent, the Electronic Communications & E-Sign Consent, the Professional Services & Fiduciary Disclosure, and — for paid memberships — the Automatic Renewal Terms and Refund Policy — are the entire agreement between you and us regarding your use of the software and the Service generally. To the extent any conflict exists between these Terms and an incorporated policy, these Terms control unless the incorporated policy or applicable law expressly provides otherwise; provided that, for a client on a human-professional tier, the client's written professional/advisory engagement and the Professional Services & Fiduciary Disclosure govern the specifics of that professional relationship and control over these Terms for that scope. Nothing in these Terms disclaims a fiduciary or professional duty that a human tier in fact owes you.

3.6 Changes to the Service. We may add, change, suspend, or remove features at any time. Some features may be offered on an early-access or experimental basis and may be modified or discontinued. We will make material changes consistent with these Terms and applicable law.

4. Your account and security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to use a strong, unique password, to enable available security features such as multi-factor authentication, and to notify us promptly at legal@velirafinance.com of any unauthorized access or suspected breach of your account.

You agree to provide accurate and complete information and to keep it current. The outputs the Service generates depend on the accuracy and completeness of what you provide and what we receive from your connected accounts; outdated or inaccurate information may make an output less useful, and you remain solely responsible for evaluating it. We may suspend or terminate access to protect the Service or other users, or where we reasonably believe an account has been compromised or used in violation of these Terms.

5. Acceptable use

Your use of the Service is subject to the Acceptable Use Policy, which is incorporated into these Terms by reference. Among other things, you agree not to use the Service for any unlawful purpose, to interfere with or disrupt the Service, to attempt to gain unauthorized access to any system or account, to share your access with others, or to reverse engineer, copy, scrape, or resell the Service except where such a restriction is prohibited by law.

Violation of the Acceptable Use Policy is a violation of these Terms and may result in suspension or termination of your access.

6. Intellectual property

The Service, including its software, models, content, text, graphics, user interfaces, and the Velira name and logos, is owned by Velira, LLC or its licensors and is protected by intellectual-property and other laws. Subject to your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to access and use the Service for your own personal, non-commercial use.

We reserve all rights not expressly granted. You may not copy, modify, distribute, sell, lease, or create derivative works from any part of the Service, and you may not use our trademarks without our prior written consent. Any feedback or suggestions you provide may be used by us without obligation to you. Outputs we generate for you may be used by you for your own purposes but may not be redistributed or resold.

7. Third-party data aggregation and brokerage connectivity (Plaid; SnapTrade)

To provide the Service we rely on third-party providers. We use Plaid Inc. for financial-account aggregation (connecting and reading information from your bank, card, and other financial accounts) and SnapTrade (Passiv Technologies Inc.) for brokerage-account connectivity (reading your brokerage holdings, balances, and activity). Your use of these providers is also governed by their own terms and privacy practices, identified in our Privacy Policy and Subprocessors list.

Every connection established through these providers is READ-ONLY and data-only: the Service can read the account information needed to display and analyze your finances, and nothing more. The Service does not transmit, place, or route orders through Plaid, SnapTrade, or any other provider, cannot move money or securities, and has no discretion, custody, or authority to trade for you. If you decide to act on anything the Service shows you, you place the order yourself, in your own account, at your own broker-dealer. You authorize us and these providers to access and retrieve information from accounts you connect for the purpose of providing the Service to you, as further described in the Financial Data Aggregation Consent.

We are not responsible for third-party services, and the availability, timeliness, and accuracy of connected data may depend on them and on your institutions. Outputs based on stale, incomplete, or erroneous third-party data may be affected accordingly; we apply controls to detect staleness but cannot guarantee third-party data.

8. Early access

Velira is offered as a PAID membership (see Section 9) during an early-access period. Payment is collected at checkout by our payment processor, Stripe — we never receive or store your payment-card details. During early access the Service is provided on an 'as is' and 'as available' basis and may change, be limited, or be discontinued at any time; features may be incomplete, and data, outputs, and analyses may be subject to greater limitation than in a generally available release.

During early access, the Service provides the application and general, impersonal financial education and software tools rather than personalized investment advice; we are not yet a registered investment adviser or a fiduciary, and you act on everything at your own discretion. Paying for the Service does not change that. Velira is pursuing investment-adviser registration with counsel; personalized advice — and the fiduciary relationship that comes with it — becomes available only on the human-professional tiers, and only once that registration is effective. We may change or end the early-access period, adjust fees on advance notice, or require you to accept updated terms to continue, consistent with Section 9, Section 15, and applicable law.

9. Fees, plans, and billing

All fees are FLAT fees, billed through our third-party billing processor, Stripe. Stripe processes your payment-card and billing information at checkout as our card processor; Velira is the seller of record and remits any applicable sales tax (via Stripe Tax when enabled). We never receive or store your full payment-card details. Fees are NOT based on the value of your investment or brokerage accounts (there is no assets-under-management fee), and they are not performance fees or commissions.

Velira is offered in four tiers, each of which includes everything in the tier below it. Velira OS is the software tier: $2,000 per year, plus a one-time $1,000 white-glove onboarding fee for initial setup of complex assets. The three higher tiers add a dedicated licensed human professional and its personalized professional services: Velira Wealth is $3,500 per year (adds a fiduciary CFP®); Velira Tax is $6,000 per year (adds a CPA for personal tax planning and personal Form 1040 filing); and Velira Estate is $9,500 per year, billed annually (adds an Estate Planner). The Velira OS fee is a fee for software access; the incremental fee on a higher tier is compensation for the personalized professional services described in the Professional Services & Fiduciary Disclosure and the client's written engagement.

Only Velira OS is instant self-serve checkout; the human-professional tiers onboard through a consultation so that the professional relationship and its written engagement can be established before any personalized advice is given. Fees are billed by Stripe to the payment method you provide at checkout, and are NOT deducted from, and are not based on the value of, your investment or brokerage accounts. Fee amounts, billing frequency, the one-time onboarding fee, and any introductory or promotional terms are disclosed to you before you subscribe. Recurring plans renew automatically; the Automatic Renewal Terms and the Refund & Cancellation Policy (each incorporated by reference) govern renewal, cancellation, and refunds, except where applicable law (including state automatic-renewal laws and the FTC negative-option rule) requires otherwise. In the event of a conflict regarding fees, the more consumer-protective term or the term required by applicable law controls.

10. No guarantee; risk of loss; past performance

INVESTING INVOLVES RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. There is no guarantee that any strategy, asset, allocation, or financial plan you may consider will achieve its objective, be profitable, or avoid loss. You may lose money, including all of your invested capital. The Service provides general, impersonal information and tools, not investment advice, and markets are uncertain and outcomes are not guaranteed.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. Projections, scenarios, target allocations, and model or framework figures shown in the Service are hypothetical and illustrative, rest on stated assumptions that may not hold, do not reflect actual trading, and are not a promise or guarantee of any result. Hypothetical and backtested results have inherent limitations. You should consider any figure together with its assumptions and limitations.

YOU ARE SOLELY RESPONSIBLE for your own financial decisions. Because the Service is informational and you act at your own discretion, your results will depend on whether, when, and how you choose to act, on the prices and terms you actually obtain at your broker, and on factors outside our control. We do not guarantee execution or any particular tax, market, or financial outcome.

11. Disclaimers of warranty (software)

THE SERVICE — AS A SOFTWARE APPLICATION — IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the software will be uninterrupted, secure, timely, or error-free, that defects will be corrected, or that any calculation, projection, or AI-assisted output presented through the Service is free of error. The Service does not provide investment advice, and no output is a recommendation tailored to your situation. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you. This Section is a software warranty disclaimer and is subject to Section 13.4.

12. AI-assisted features

Some features use artificial intelligence to help generate summaries, explanations, projections, and illustrative outputs. AI is used as a tool to produce general, educational information; it does not provide personalized investment advice and does not create any advisory or fiduciary relationship. AI-assisted outputs may be inaccurate, incomplete, or out of date and should be read together with the accompanying explanation and disclosures, and evaluated at your own discretion. See the AI Disclosure for details.

13. Limitation of liability

13.1 TO THE FULLEST EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 13.4, NEITHER Velira, LLC NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 TO THE FULLEST EXTENT PERMITTED BY LAW, AND SUBJECT TO SECTION 13.4, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SOFTWARE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

13.3 Some jurisdictions do not allow the limitation or exclusion of certain damages, so portions of this Section may not apply to you.

13.4 SAVINGS CLAUSE (NON-WAIVER). NOTHING IN THESE TERMS — INCLUDING THE DISCLAIMERS IN SECTIONS 10–12, THIS LIMITATION OF LIABILITY, THE INDEMNITY IN SECTION 14, OR THE ARBITRATION PROVISIONS IN SECTION 16 — WAIVES OR LIMITS ANY RIGHT OR REMEDY YOU HAVE, OR ANY LIABILITY WE HAVE, UNDER ANY APPLICABLE FEDERAL OR STATE SECURITIES LAW OR OTHER LAW THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT, INCLUDING LIABILITY FOR OUR OWN FRAUD, WILLFUL MISCONDUCT, BAD FAITH, GROSS NEGLIGENCE, OR RECKLESS DISREGARD. Where any provision of these Terms would otherwise conflict with this Section 13.4, this Section 13.4 controls and the conflicting provision is limited only to the extent necessary to comply with applicable law.

14. Indemnification

Subject to Section 13.4, you agree to defend, indemnify, and hold harmless Velira, LLC and its affiliates, officers, employees, and agents from and against any third-party claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your misuse of the Service, your violation of these Terms or the Acceptable Use Policy, your violation of any law, or your infringement of the rights of any third party. This indemnity does NOT apply to, and you are NOT required to indemnify us for, any liability for our own fraud, willful misconduct, bad faith, gross negligence, or reckless disregard, or any liability that may not be waived or limited under applicable law.

15. Term, termination, and changes to these Terms

These Terms remain in effect while you use the Service. You may stop using the Service and close your account at any time. We may suspend or terminate your access if you violate these Terms, if required by law, or where reasonably necessary to protect the Service or other users.

Provisions that by their nature should survive termination — including fees owed, the disclaimers, the limitation of liability (as carved by Section 13.4), indemnification, and the dispute-resolution provisions — will survive.

We may revise these Terms from time to time. When we make material changes, we will update the version number and effective date and provide notice as required by law, which may include posting the updated Terms in the Service or notifying you by email. Changes take effect as stated in the notice. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

16. Dispute resolution; binding arbitration; class-action waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL. IT DOES NOT, AND CANNOT, WAIVE OR LIMIT ANY RIGHT OR REMEDY YOU HAVE UNDER ANY LAW THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT (SEE SECTION 13.4).

Informal resolution first. Before initiating arbitration, you agree to try to resolve the dispute informally by sending a written notice describing the dispute and the relief sought to Velira, LLC (71 royal ann dr greenwood village co 80111) or legal@velirafinance.com. The parties will attempt in good faith to resolve the dispute for 60 days before either party may commence arbitration. The 60-day period tolls any applicable limitations period.

Agreement to arbitrate. Except for the excluded claims described below, you and Velira, LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its then-current rules, rather than in court. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement. Any statutory right or remedy that cannot lawfully be subjected to pre-dispute arbitration or waiver remains available to you.

Class-action waiver. YOU AND Velira, LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any form of a representative or class proceeding.

Opt-out. You may opt out of this arbitration agreement by sending written notice to legal@velirafinance.com within 30 days of first accepting these Terms. If you opt out, neither you nor we will be bound by the arbitration agreement or the class-action waiver.

Arbitration procedure and costs. The arbitration will be governed by the Federal Arbitration Act. It will be conducted in the English language and, unless the parties agree otherwise, will be held in the county of your residence or by videoconference or on the documents. We will pay AAA filing and arbitrator fees for any non-frivolous claim to the extent required by the AAA Consumer Arbitration Rules and applicable law. Each party otherwise bears its own costs and attorneys' fees except where a statute or the arbitrator's award provides otherwise.

Excluded claims; severability. Either party may bring an individual action in small-claims court, and either party may seek injunctive or other equitable relief in court to protect intellectual-property or confidential-information rights, in each case to the extent permitted by applicable law. If the class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court; the remainder of this Section survives. Except for the class-action waiver, if any part of this Section is found unenforceable, it will be severed and the rest will be enforced. Nothing in this Section limits Section 13.4.

17. Electronic communications and consent

By using the Service you consent to receive communications from us electronically — including the Terms, Privacy Policy, account notices, and other required disclosures — by posting in the Service or by email to the address associated with your account. Your consent to electronic delivery is also addressed in our Electronic Communications & E-Sign Consent, which is incorporated by reference. You may withdraw consent to electronic delivery as described there or by contacting us, though doing so may limit your ability to use the Service. You are responsible for keeping your email address current.

18. Governing law

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules, and, where applicable, by the Federal Arbitration Act and the federal securities laws. Subject to the dispute-resolution provisions above, the exclusive venue for any dispute that is not subject to arbitration will be the state or federal courts located in Denver County, Colorado, and you consent to the personal jurisdiction of those courts. Nothing in this Section displaces any non-waivable right or remedy you have under applicable law.

19. Miscellaneous

These Terms, together with the documents they incorporate, are the entire agreement between you and us regarding the Service. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.

20. Contact

Questions about these Terms? Contact Velira, LLC at legal@velirafinance.com or 71 royal ann dr greenwood village co 80111. Notices of dispute under Section 16 may be sent to legal@velirafinance.com.