Vellum Terms of Service

Last Updated: March 11, 2026

Please read these Terms of Service (the "Agreement") carefully. Your use of the Services (as defined below) constitutes your consent to this Agreement.

This Agreement is between you ("you") and Vellum ("Vellum" or "we" or "us") concerning your use of the Vellum products and offerings, including the website, mobile application ("App") and all tools, services, materials, and documentation made available by Vellum (collectively, the "Services"). This Agreement hereby incorporates by this reference any additional terms and conditions posted by Vellum through the Services, or otherwise made available to you by Vellum.

BY USING THE SITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT.

IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SITE ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN "ORGANIZATION"), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to "you" and "your" in this Agreement will refer to both the individual using the Services and to any such Organization.

BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 11, (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 11, OR (III) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND VELLUM WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. If you do not agree to this Agreement, do not use our Services.

1. Services

1.1 Access and Use Rights. Subject to the terms and conditions of the Agreement, Vellum hereby grants to you a limited, non-exclusive, and non-transferable right, during the Term, to access and use the Services. The Services are not for resale to any third party. Vellum reserves all rights not expressly granted to you hereunder, and Vellum does not grant any other rights under any other data or intellectual property, whether by implication, estoppel, waiver, or otherwise.

1.2 Registration. You may need to register to use all or part of the Services. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not Vellum, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your account.

1.3 Suspension. Vellum may terminate or suspend your use of the Site at any time and without prior notice, for any or no reason, including if Vellum believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Services will immediately cease, and Vellum may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. The foregoing sentence does not limit any rights or remedies that either party may be entitled under the Agreement or at law or in equity. Vellum will give you as much notice as reasonably practicable before suspending, except where Vellum reasonably believes that the circumstances warrant immediate suspension.

1.4 Privacy Policy. Your submission of information through the Services is governed by Vellum's Privacy Policy (the "Privacy Policy"). You represent and warrant that any information you provide in connection with the Services is and will remain accurate and complete, and that you will maintain and update such information as needed.

1.5 Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Services. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Your use of the Services following any changes to this Agreement will constitute your acceptance of such changes. The "Last Updated" legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services (including access to the Services via any third-party links); charge, modify or waive any fees required to use the Services; or offer opportunities to some or all users of the Services.

1.6 Beta Services. From time to time, Vellum may make available services or functionality to you that are not generally made available to Vellum customers and/or are designated as alpha, beta, pilot, preview, or similar designation ("Beta Services"). You may choose to try such Beta Services in your sole discretion. Beta Services are (a) intended solely for evaluation purposes and not for production use; (b) provided on an "as is" basis; and (c) may be subject to additional terms. Beta Services are not considered "Services" under this Agreement. However, all restrictions, our reservations of rights, and your obligations concerning the Services will apply equally to your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire on the earlier of six months from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. Vellum may discontinue Beta Services at any time in its sole discretion and may never make them generally available. Vellum will have no liability for any harm or damage arising out of or in connection with a Beta Service.

1.7 Free Trial. If you signed up for the Services under a free trial, the free trial expires on the last day of the free trial period specified in the Services. Unless you have terminated this Agreement on or prior to the last day of such free trial period, the Services shall automatically continue in accordance with the terms of this Agreement and we may immediately charge you for the Services in accordance with this Agreement. Additional free trial terms and conditions may appear through the Services or on the free trial promotions page. Any such additional terms and conditions are hereby incorporated into this Agreement by reference. You may only sign up for one free trial. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, DURING THE FREE TRIAL, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY AND WE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE VELLUM'S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $100.00.

2. Content and Results

2.1 Input. You are and shall remain the sole and exclusive owner of all right, title, and interest in and to any and all data, instructions, input, inquiries, materials, content, and information that you transmit, upload, or otherwise provide to Vellum in connection with access or use of the Services ("Input").

2.2 Results and Output. You may provide Inputs into the Services in order to receive AI-generated outputs ("Outputs") (Input and Output, collectively, the "Content"). You may also provide Inputs into the Services in order to direct the Services to perform actions and achieve outcomes on your behalf, such as interacting with third party services and applications, integration with APIs, triggering automatic workflows, processing data, or other agentic actions, on your behalf (such actions and outcomes, "Results"). Subject to your compliance with this Agreement, Vellum hereby assigns to you all of its right, title, and interest in and to such Output, and as between you and Vellum, you own all right, title and interest in and to the Output.

2.3 License. You hereby grant to Vellum an irrevocable, non-exclusive, non-transferable license to use Content as necessary to perform Vellum's obligations and exercise Vellum's rights under the Agreement, and provide, maintain, and improve our Services.

3. Restrictions and Responsibilities

3.1 Compliant Use. You represent, covenant, and warrant that you will use the Services, Outputs, and Results, and will submit the Input and direct us to perform Results, only in compliance with the Agreement and all applicable laws, rules, and regulations. We may conduct limited periodic reviews of your use of the Services to ensure compliance with this Agreement. You represent, covenant, and warrant that it is either the owner of, or otherwise has the necessary rights and licenses to use, and to authorize Vellum to use and process, the Content and to direct Vellum to perform the Results, in each case, as contemplated by this Agreement.

3.2 Export Controls. You are responsible for your compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, covenant, and warrant that you are not located in a country or territory that is subject to economic sanctions or trade embargoes imposed by the United States Government (including Belarus, Cuba, Iran, North Korea, Russia, Syria, and the annexed regions of Ukraine), not listed on or identified on any United States Government list of sanctioned individuals, and will comply fully with all relevant export laws and regulations of the United States and other international trade laws applicable to your use of the Services.

3.3 Your Responsibilities. Except as expressly set forth in this Agreement, you shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any of our products or services or any third-party LLM; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service); or (ix) "crawl," "scrape," or "spider" any page, data, or portion of or relating to the Services (or any information, data or content made available through the Services), whether through use of manual or automated means. You are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Content and Results. You shall ensure (and is solely responsible for ensuring) that it has given all notices, and obtained all rights, permissions and consents, as are necessary to use the Services and to provide Content to Vellum for use as contemplated by this Agreement. You are solely responsible for all of your activity in connection with the Services, including but not limited to uploading Content onto the Services, use of Outputs, and the Results.

4. Third-Party Services

Our Services rely on and connect or interoperate with third-party products and services, including, without limitation, large language models (LLMs) provided by third-party AI platforms, APIs, data storage providers, and internet and mobile operators (collectively, "Third-Party Services"). These Third-Party Services are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. The Services may require you to provide API keys or credentials ("API Keys") for certain Third-Party Services. You acknowledge that (a) the use and availability of the Services is dependent on Third-Party Services, (b) these Third-Party Services may not operate reliably 100% of the time, which may impact the way that our Services operate, (c) your access to and use of such Third-Party Services may be subject to additional terms, conditions, and policies applicable to such Third-Party Services, and (d) you are responsible for all actions taken by the Service and all Results using your API Keys. You represent and warrant that (i) your use of the Third-Party Services complies with all applicable terms, conditions, and policies and (ii) you have the right and authority to use and share the API Keys through the Service. We have no obligation to monitor Third-Party Services, and we may block or disable access to any Third-Party Services (in whole or part) through our Services at any time.

5. Vellum Intellectual Property

Vellum and its licensors own and retain all right, title, and interest in and to the Services and all Intellectual Property Rights therein. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, or other intellectual property rights, in any part of the world.

6. Payment

We may make available the ability to purchase certain products or functionalities through the Services (a "Transaction"). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, and your billing address, or connect to a digital wallet. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the applicable purchases will be used only in a lawful manner.

7. Term and Termination

7.1 Term. This Agreement is effective until terminated. Company may terminate or suspend your use of the Site at any time and without prior notice, for any or no reason, including if Company believes that you have violated or acted inconsistently with the letter or spirit of this Agreement.

7.2 Effect of Termination. Upon termination of the Agreement, (a) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate; (b) Company may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials; (c) you will pay all fees incurred prior to such termination; and (d) You will immediately cease all use of any Services. Sections 1.3 (Suspension); 3.1 (Compliant Use); 3.2 (Export Controls); 2.1 (Input); 2.2 (Results and Output); 5 (Vellum Intellectual Property); 6 (Payment); 7.2 (Effect of Termination); 8 (Disclaimer); 9 (Indemnification); 10 (Limitation of Liability); 11 (Arbitration); 12 (Governing Law); and 13 (Miscellaneous) will survive any expiration or termination of the Agreement.

8. Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) VELLUM DOES NOT WARRANT THAT THE SERVICES (OR THE RESULTS OR OUTPUT FROM THE SERVICES) WILL BE ACCURATE, ADEQUATE, COMPLETE, RELIABLE, CURRENT, UNINTERRUPTED, OR ERROR FREE; (B) THE SERVICES, OUTPUTS, RESULTS, THE CONTENTS THEREIN, ANY ACCOMPANYING DOCUMENTATION, AND ANY OTHER DATA OR INFORMATION PROVIDED HEREUNDER, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITH ALL FAULTS, AND VELLUM SHALL HAVE NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN OR OTHER ASPECTS OF ANY OF THE FOREGOING; AND (C) VELLUM EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES CONCERNING RESULTS OBTAINED FROM YOUR USE OF THE SERVICES.

WITHOUT LIMITING THE FOREGOING, VELLUM MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY OUTPUTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. IN ADDITION: (X) ALL THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR; AND (Y) ALL FREE SERVICES AND BETA SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

OUTPUTS AND RESULTS MAY BE INACCURATE OR INCOMPLETE AND VELLUM MAKES NO REPRESENTATIONS OR WARRANTIES AND PROVIDES NO INDEMNITIES WITH RESPECT THERETO; YOU ARE RESPONSIBLE FOR ALL DECISIONS MADE, ADVICE GIVEN, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON USE OF THE SERVICES, OUTPUTS, AND RESULTS. YOU ARE ADVISED TO SAFEGUARD YOUR DATA, TO USE CAUTION, AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SERVICES, THE OUTPUTS, RESULTS, OR DOCUMENTATION. DUE TO THE NATURE OF MACHINE LEARNING, THE OUTPUT GENERATED BY YOU USING THE SERVICES MAY NOT BE UNIQUE ACROSS USERS, AS THE SERVICES MAY PRODUCE THE SAME OR SIMILAR OUTPUT FOR YOU AND A THIRD PARTY. TWO DIFFERENT PARTIES MAY RECEIVE THE SAME OR SIMILAR OUTPUT AFTER SUBMITTING THEIR RESPECTIVE INPUTS. RESPONSES REQUESTED BY AND GENERATED FOR OTHER USERS SHALL NOT BE CONSIDERED OUTPUT FOR YOU HEREUNDER, AND YOU SHALL HAVE NO RIGHT OR TITLE OVER IT. YOU ARE RESPONSIBLE FOR REVIEWING ALL OUTPUTS AND RESULTS, AND YOU SHOULD NOT RELY ON OUTPUTS OR RESULTS WITHOUT YOUR INDEPENDENT REVIEW AND CONFIRMATION OF ACCURACY AND COMPLETENESS.

9. Indemnification

You shall defend, indemnify, and hold harmless the Vellum and its affiliates' employees, contractors, directors, suppliers and representatives from all losses, damages, liabilities, penalties, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) in connection with or arise from any a claim, action, or proceeding brought or made by a third party based on (i) the Content, (ii) the Results, (iii) your use of the Services, and (iv) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights). You will promptly notify Vellum of any third-party claims, cooperate with Vellum in defending such claims, and pay all fees, costs, and expenses associated with defending such claims (including attorneys' fees). Vellum will have control of the defense or settlement, at Vellum's sole option, of any third-party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Vellum.

10. Limitation of Liability

10.1 Indirect Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EXCEPT FOR EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY OR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES BE RESPONSIBLE OR LIABLE WITH RESPECT TO THE AGREEMENT OR THE SERVICES, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (B) AS TO VELLUM ONLY, INCLUDING FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF COVER OR PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF BUSINESS; IN EACH CASE OF (A) AND (B), WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Aggregate Damages. EXCEPT FOR YOUR INDEMNIFICATION OBLIGATION UNDER SECTION 9 OR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A PARTY'S MISAPPROPRIATION OR VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED $100, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR CLARITY, THE LIMITATIONS SET FORTH IN THIS SECTION 10 APPLY IN THE AGGREGATE, AND DO NOT APPLY INDIVIDUALLY ON A PER ORDERING DOCUMENT NOR A PER ENTITY BASIS.

11. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND VELLUM TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND VELLUM FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND VELLUM AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. VELLUM AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

THE PARTIES ACKNOWLEDGE THAT THE TERMS IN THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY'S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW IN THIS SECTION 11 IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.

11.1 Claims Subject to this Section. The dispute resolution and binding arbitration terms in this Section 11 apply to all Claims between you and Vellum. A "Claim" is any dispute, claim, or controversy (excluding those exceptions listed below) between you and Vellum, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that either party wishes to seek legal recourse for and that arises from or relates to this Agreement or our Services, including any privacy or data security claims or claims related to the validity, enforceability, or scope of the arbitration requirement or any portion of it.

11.2 Informal Dispute Resolution Prior to Arbitration. If you have a Claim against Vellum or if Vellum has a Claim against you, you and Vellum will first attempt to resolve the Claim informally in order to try and resolve the Claim faster and reduce costs for both parties. You and Vellum will make a good-faith effort to negotiate the resolution of any Claim for 30 days, or such longer period as mutually agreed in writing (email suffices) by the parties, ("Informal Resolution Period") from the day either party receives a written notice of a dispute from the other party (a "Claimant Notice") in accordance with this Agreement.

You will send any Claimant Notice to Vellum by email to support@vellum.ai. Vellum will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Vellum. The Claimant Notice sent by either party must (i) include the sender's name, address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.

The Informal Resolution Period is intended to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or Vellum cannot proceed to arbitration before the end of the Informal Resolution Period. If you or Vellum file a Claim in court or proceed to arbitration without providing a compliant Claimant Notice and waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party that has not followed the informal resolution process to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach.

The statute of limitations and any filing fee deadlines for a Claim shall be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.

11.3 Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual property rights of you or Vellum, including any disputes in which you or Vellum seek injunctive or other equitable relief for the alleged unlawful use of your or Vellum's intellectual property or other infringement of your or Vellum's intellectual property rights ("IP Claims"), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 11.2 will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

YOU AND VELLUM AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. VELLUM AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.

11.4 Binding Individual Arbitration. Subject to the terms of this section, Claims may only be settled by binding individual arbitration conducted by National Arbitration and Mediation ("NAM"), https://namadr.com, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., ("FAA") and according to NAM's Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Claim arose (the "Rules"), as modified by this Agreement.

If NAM notifies the parties in writing (email suffices) that it is not available to arbitrate any Claim, then that Claim may only be settled by binding individual arbitration conducted by American Arbitration Association ("AAA"), https://www.adr.org. For Claims that must be arbitrated by AAA, if you are a "Consumer," meaning that you only use the Services for personal, family or household purposes, the then-current version of the AAA's Consumer Arbitration Rules are the Rules applicable to Claims between you and Vellum as modified by this Agreement. For Claims that must be arbitrated by AAA, if you are not a Consumer, the then-current version of the AAA's Commercial Arbitration Rules and Mediation Procedures are the Rules applicable to Claims between you and Vellum as modified by this Agreement.

This Agreement affects interstate commerce, and the enforceability of this Section 11 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, this Agreement, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Vellum to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

11.5 Arbitration Procedure and Location. You or Vellum may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with NAM in accordance with the Rules (or with AAA in accordance with the Rules if applicable pursuant to Section 11.4).

Instructions for filing a demand for arbitration with NAM are available on the NAM website or by calling NAM at 800-358-2550, and instructions for filing a demand for arbitration with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Vellum by email to support@vellum.ai. Vellum will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Vellum.

The arbitration will be conducted by a single arbitrator in the English language. You and Vellum both agree that the arbitrator will be bound by this Agreement.

For Claims in which the claimant seeks less than USD $10,000, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings shall be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in San Francisco County, California unless the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in the claimant's state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Vellum agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator's essential factual and legal findings and conclusions.

An arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

11.6 Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and this Agreement.

11.7 Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs incurred by the defending party, including any attorney's fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument or (ii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.

11.8 Offers of Settlement. Either party may, but is not obligated to, make a written settlement offer for a Claim. If an arbitration decision or award is later issued that is less favorable to a party than the latest written offer of settlement that party did not accept, that party must pay all costs and fees — including arbitration, attorney, and expert fees — incurred by the other party after the written settlement offer was made. The terms of any settlement offer may not be disclosed to an arbitrator until after the arbitrator issues a decision or award on the Claim.

11.9 One Year to Assert Claims. To the extent permitted by law, any Claim by you or Vellum against the other must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Vellum will no longer have the right to assert that Claim.

11.10 Confidentiality. If you or Vellum submits a Claim to arbitration, you and Vellum agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration. You and Vellum agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

11.11 Coordinated Filings. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered "Coordinated Claims" and will be treated as mass filings or multiple case filings according to the Rules, if and to the extent Coordinated Claims are filed in arbitration as set forth in this Agreement. You or Vellum may advise the other of your or its belief that Claims are Coordinated Claims, and disputes over whether a Claim meets the definition of "Coordinated Claims" will be decided by the arbitration provider as an administrative matter.

Coordinated Claims may only be filed in arbitration as permitted by the bellwether process set forth below. Applicable statutes of limitations will be tolled for Claims asserted in a Coordinated Claims from the time a compliant Claimant Notice has been received by a party until this Agreement permits such Coordinated Claim to be filed in arbitration or court.

The bellwether process set forth in this section will not proceed until counsel representing the Coordinated Claims has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Coordinated Claims have been provided.

After that point, counsel for the parties shall select 20 Coordinated Claims to proceed in arbitration as a bellwether to allow each side to test the merits of its arguments. Each side shall select 10 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Coordinated Claims will be delayed by this bellwether process.

A single arbitrator shall preside over each Coordinated Claim chosen for a bellwether proceeding, and only one Coordinated Claim may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Coordinated Claims, with the mediator's fee paid for by Vellum. Counsel for the claimants and the other party must agree on a mediator within thirty (30) days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.

If the mediation does not yield a global resolution of all remaining Coordinated Claims, the arbitration requirement in this Section 11 shall no longer apply to Coordinated Claims for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether proceedings. Such Coordinated Claims released from the arbitration requirement must be resolved in accordance with Section 11.2.

To the extent you are asserting the same Claim as other persons and are represented by common or coordinated counsel, you agree to waive any objection that the joinder of all such persons is impracticable.

If Coordinated Claims released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Coordinated Claims for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.

A court shall have authority to enforce the bellwether and mediation processes defined in this section and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.

11.12 Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted this Agreement by providing us with notice of your decision to opt-out via email at support@vellum.ai. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 12.

11.13 Rejection of Future Arbitration Changes. You may reject any change we make to Section 11 (except address changes) by sending us notice of your rejection within 30 days of the change via email at support@vellum.ai. Changes to Section 11 may only be rejected as a whole, and you may not reject only certain changes to Section 11. If you reject changes made to Section 11, the most recent version of Section 11 that you have not rejected will continue to apply.

11.14 Severability. If any portion of this Section 11 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from this Agreement; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 11 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 11; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 11 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 11 will be enforceable.

Notwithstanding anything to the contrary in this Agreement, if you reside in any country outside of the United States, you may bring legal proceedings regarding this Agreement either by following the arbitration procedure detailed above in this Section 11 of this Agreement or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.

12. Governing Law

Any Claims will be governed by and construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any Claim is not subject to arbitration pursuant to Section 11, then the state and federal courts located in the County of New York, New York, will have exclusive jurisdiction. You and Vellum waive any objection to venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.

13. Copyright Infringement Claims

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send to Vellum a written notice by mail or e-mail, requesting that Vellum remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Vellum a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Vellum's DMCA Agent as follows: E-mail to support@vellum.ai.

14. Miscellaneous

14.1 Publicity. You agree to allow Vellum to use and display your name and logo on Vellum's website and in Vellum's promotional materials to identify you as a customer.

14.2 Feedback. Vellum may use and exploit, without any payment or attribution obligation of any kind, any comments, feedback, suggestions, or ideas ("Feedback") that you provide to Vellum in connection with the Agreement or the Services. You waive any moral and similar rights relating to Feedback that you may have under any applicable law.

14.3 Severability. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.

14.4 Assignment. The Agreement is not assignable, transferable, or sublicensable by you except with Vellum's prior written consent. Vellum may freely assign this Agreement. The Agreement is binding upon, and inures to the benefit of, the party's respective permitted successors and assigns.

14.5 Entire Agreement. The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement. The Agreement will be deemed to be the product of both parties, and no ambiguity will be construed in favor of or against either party.

14.6 Interpretation. The terms "e.g.," "such as," "include," "includes," and "including" are not limiting and are deemed to be followed by the words "without limitation." The terms "herein," "hereto," "hereunder" and terms of similar import refer to the Agreement in its entirety and not to any particular provision of the Agreement. Except where the context otherwise requires, wherever used, the word "or" is used in the inclusive sense. URLs are understood to also refer to successor URLs, URLs for localized content, and information or resources linked from within the websites at the specified URLs. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

14.7 No Waiver. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

14.8 No Agency. No agency, partnership, joint venture, or employment is created as a result of the Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever.

14.9 Prevailing Party. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover substantiated costs and attorneys' fees from the non-prevailing party.

14.10 Information or Complaints. If you have a question or complaint regarding the Site, please send an e-mail to support@vellum.ai. You may also contact us by writing or by calling us. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

14.11 Additional Terms Applicable to Mobile Devices

iOS. The following terms apply if you install, access, or use the Services on any device that contains the iOS mobile operating system (the "iOS App") developed by Apple Inc. ("Apple"):

• Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple. Vellum, not Apple, is solely responsible for this iOS App and the content thereof.
• Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch, iPad, or any other Apple device that you own or control as permitted by the Usage Rules set forth in the Apple iOS App Store Terms of Service.
• Maintenance and Support. You and Vellum acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
• Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. However, Vellum has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.
• Product Claims. You and Vellum acknowledge that as between Apple and Vellum, Vellum, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App.
• Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party's intellectual property rights, Vellum, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
• Developer Name and Address. Vellum AI, 169 Madison Avenue, New York NY, 10016 — support@vellum.ai
• Third-Party Terms of Agreement. You will comply with any applicable third-party terms when using the Services.
• Third-Party Beneficiary. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

Android. The following terms apply if you install, access, or use the Services on any device that contains the Android mobile operating system (the "Android App") developed by Google, Inc. ("Google"):

• You acknowledge that these Terms are between you and us only, and not with Google.
• Your use of our Android App must comply with Google's then-current Android Market Terms of Service.
• Google is only a provider of the Android Market where you obtained the Android App. We, and not Google, are solely responsible for our Android App and the Services and content available thereon. Google has no obligation or liability to you with respect to our Android App or these Terms.
• Google is a third-party beneficiary to the Terms as they relate to our Android App.