Vellum

" (b) Credit-Eligible Features. Vellum may add or remove Credit-Eligible Features at any time in its sole discretion. Vellum Credits represent the right to access a variable quantity of Credit-Eligible Features. The amount of Credit-Eligible Features obtainable per Vellum Credit may vary based on factors including the type of feature, usage volume, underlying third-party costs, and other operational considerations."

" (k) No Refunds. Vellum Credits are non-refundable, except where required by applicable law."

" (h) Expiration. Purchased Vellum Credits expire twelve (12) months from the date of purchase. Promotional Credits expire on the date specified at the time of issuance. Expired Credits are forfeited and cannot be restored, extended, or refunded."

" (f) Deductions and Metering. Your Vellum Balance is automatically deducted when you opt into and use Credit-Eligible Features. Vellum Balance deductions are calculated by Vellum based on actual usage. Vellum reserves the right to adjust metering and pricing for Credit-Eligible Features at any time. Vellum will make reasonable efforts to display your current Vellum Balance and usage information through 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. "

" 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. "

"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."

"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. "

"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."

" 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. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the App, and in the event of any conflict, the Usage Rules in the Apple iOS App Store will govern if they are more restrictive. You acknowledge that you have had the opportunity to review the Usage Rules. 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. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. "

"The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Vellum. 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, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. 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. Any questions, complaints, or claims with respect to the iOS App should be directed to: Vellum AI, 169 Madison Avenue, New York NY, 10016 — support@vellum.ai Third-Party Terms of Agreement. "

" 6.1 Transactions. We may make available the ability to purchase certain products or functionalities through the Services (a "Transaction") as further described here . The purchase and use of Vellum Credits is a Transaction and is additionally governed by Section 6.2 of these Terms. 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 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. All Transactions are exclusive of applicable taxes. You are responsible for paying all taxes, duties, and other governmental assessments associated with your Transactions. 6.2 Vellum Credits. "

" 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."

" 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 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. "

"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. "

" 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."