End User License Agreement

1. License Grant

1.1 Grant. Subject to Your continuous compliance with this Agreement and payment of all applicable fees, the Company hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software during the applicable Subscription Term solely for Your internal business purposes and in accordance with the Documentation and the terms of Your Order.

1.2 Scope. This license permits You to: (a) access the Software through a supported web browser on any device; (b) assign one Authorized User to each seat or license unit purchased in Your Order; (c) use the collaboration features to share, annotate, and review documents with other licensed users and authorized collaborators in accordance with the permissions provided; and (d) export, download, and print documents, annotations, and markups created using the Software for Your internal business purposes.

1.3 Software Licensed, Not Sold. This is a license agreement and NOT an agreement for sale. The Company continues to own all copies of the Software and all related Documentation and intellectual property. Your rights are specified in this Agreement, and the Company retains all rights not expressly granted to You.

2. License Restrictions

You agree that You shall not, and shall not permit any third party to:

• 2.1 Copy, modify, adapt, translate, or create derivative works of the Software or any part thereof;
• 2.2 Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, underlying algorithms, data models, or structure of the Software;
• 2.3 Sell, resell, rent, lease, lend, sublicense, distribute, transfer, or otherwise make the Software available to any third party, including through hosting, timesharing, managed services, or service bureau arrangements;
• 2.4 Use the Software for the benefit of any third party without the Company’s prior written consent;
• 2.5 Remove, alter, obscure, or deface any proprietary notices, labels, trademarks, logos, or copyright notices displayed in or on the Software;
• 2.6 Bypass, circumvent, disable, or interfere with any access controls, usage limits, security measures, license verification, or technological protection measures in the Software;
• 2.7 Use the Software to develop a competing product or service, or for competitive analysis, benchmarking, or similar purposes;
• 2.8 Use automated means (bots, scripts, scrapers, crawlers, or spiders) to access the Software beyond the scope of normal authorized use;
• 2.9 Access the Software from or provide access to users located in any country or territory subject to comprehensive U.S. sanctions, or to any individual or entity on a U.S. government restricted parties list;
• 2.10 Use the Software in any manner that violates any applicable law, regulation, or third-party right.

3. Intellectual Property Rights

3.1 Company Ownership. The Software, including all source code, object code, algorithms, data models, user interfaces, designs, architecture, Documentation, trademarks, trade dress, and all associated intellectual property rights, are and shall remain the sole and exclusive property of the Company and its licensors. All rights not expressly granted in this Agreement are reserved.

3.2 Third-Party Components. The Software may incorporate third-party software components, including open-source libraries, each subject to its own license terms. A list of such components and their applicable licenses is available in the Software documentation or upon request.

3.3 Licensee Content. You retain all right, title, and interest (including all intellectual property rights) in and to all files, documents, drawings, annotations, markups, and other content You create, upload, or submit through the Software (“Licensee Content”), including all metadata, markup information, file names, and other associated data.

3.4 License to Licensee Content. You grant the Company a limited, non-exclusive, worldwide, royalty-free license to host, store, process, reproduce, transmit, and display Licensee Content solely as necessary to provide, operate, maintain, and improve the Software and to fulfill the Company’s obligations under this Agreement.

3.5 Feedback. Any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by You regarding the Software (“Feedback”) are voluntary and non-confidential. You grant the Company a nonexclusive, perpetual, irrevocable, royalty-free, worldwide license, with the right to sublicense, transfer, use, reproduce, modify, display, and create derivative works of Feedback for any purpose.

3.6 No Content Mining. The Company shall not use Licensee Content for purposes unrelated to the direct provision of the Software to You, including training of machine learning or AI models, without Your separate express written consent.

4. Disclaimer of Warranties

4.1 Limited Performance Warranty. The Company warrants that, during the Subscription Term, the Software will perform substantially in accordance with the Documentation under normal use and conditions. The Company’s sole obligation and Your sole remedy for any breach of this warranty is as set forth in Section 5.3.

4.2 General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.1, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND ACCURACY; WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; WARRANTIES THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED; AND WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SOFTWARE.

4.3 Engineering and Design Disclaimer. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SUITABILITY OF THE SOFTWARE FOR USE IN DESIGNING, ENGINEERING, DRAFTING, OR ANALYZING ACTUAL PRODUCTS, STRUCTURES, SYSTEMS, OR COMPONENTS. THE SOFTWARE IS A TOOL TO ASSIST YOUR PROFESSIONAL WORK. IT IS NOT A SUBSTITUTE FOR INDEPENDENT PROFESSIONAL ENGINEERING JUDGMENT, VERIFICATION, AND COMPLIANCE WITH APPLICABLE CODES, STANDARDS, AND REGULATIONS. YOU MUST EXERCISE VALID DESIGN AND ENGINEERING JUDGMENT AT ALL TIMES AND INDEPENDENTLY VERIFY ALL OUTPUT, MEASUREMENTS, DIMENSIONS, AND CALCULATIONS PRODUCED THROUGH THE SOFTWARE. THE COMPANY SHALL HAVE NO LIABILITY FOR ANY DECISIONS, DESIGNS, OR ACTIONS TAKEN IN RELIANCE ON THE SOFTWARE.

4.4 Beta and Trial Features. Any beta, trial, evaluation, free, or experimental features of the Software are provided “AS IS” and “AS AVAILABLE” with no warranties, indemnification, support obligations, or service level commitments of any kind.

5. Limitation of Liability

5.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, USE, WORK STOPPAGE, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.

5.2 Aggregate Liability Cap. THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO THE COMPANY FOR THE SOFTWARE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

5.3 Remedy for Warranty Breach. Your sole and exclusive remedy for any breach of the limited warranty in Section 4.1 shall be, at the Company’s sole option: (a) repair or modification of the non-conforming Software; (b) replacement of the Software with functionally equivalent software; or (c) termination of the license and a prorated refund of prepaid fees for the remaining Subscription Term.

5.4 Essential Basis of the Bargain. THE LIMITATIONS SET FORTH IN THIS SECTION 5 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

5.5 Jurisdictional Variations. Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the Company’s liability shall be limited to the maximum extent permitted by applicable law.

6. Termination

6.1 Term. This Agreement is effective from the date You first access or use the Software and continues for the duration of the applicable Subscription Term, subject to renewal and termination as set forth herein.

6.2 Termination by You. You may terminate this Agreement at any time by discontinuing use of the Software, deleting Your Account, and providing written notice to the Company at legal@vellumdraw.com.

6.3 Termination by the Company. The Company may terminate this Agreement: (a) immediately upon written notice if You fail to pay any fees when due; (b) upon thirty (30) days’ written notice if You commit a material breach that remains uncured during such notice period; (c) immediately if You breach Sections 2 or 3; (d) immediately if You become subject to any bankruptcy, insolvency, receivership, or similar proceeding.

6.4 Effect of Termination. Upon termination: (a) all licenses shall immediately terminate; (b) You shall discontinue all use of the Software; (c) You shall delete or destroy all copies of the Software, Documentation, and Company materials in Your possession (except one archival copy of Licensee Content for Your records); (d) the Company shall make Licensee Content available for retrieval for thirty (30) days, after which the Company may delete it; and (e) all obligations that by their nature should survive shall survive, including Sections 2, 3, 4, 5, and 7.

6.5 Suspension. The Company may immediately suspend Your access without liability if: (a) Your Account is past due; (b) the Company reasonably believes Your use poses a security risk; (c) suspension is required to comply with applicable law; or (d) Your use may subject the Company or other users to liability.

7. General Provisions

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire and applicable federal law of the United States, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

7.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the dispute resolution provisions set forth in the Vellum, LLC Terms of Service, which are incorporated herein by reference.

7.3 Export Compliance. You acknowledge that the Software may be subject to U.S. export control and sanctions laws. You agree not to export, re-export, or transfer the Software in violation of such laws, and represent that You are not located in, a national or resident of, or affiliated with any person or entity in any U.S.-sanctioned country or on any U.S. government restricted parties list.

7.4 U.S. Government End Users. The Software is provided with “Restricted Rights” as defined in 48 C.F.R. §52.227-19 and 48 C.F.R. §252.227-7013. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions set forth in this Agreement and applicable law.

7.5 Entire Agreement. This Agreement, together with the Terms of Service, Privacy Policy, and any applicable Order, constitutes the entire agreement between You and the Company with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, and communications.

7.6 Amendment. The Company may update this Agreement from time to time. Material changes will be communicated at least thirty (30) days in advance. Your continued use of the Software after the effective date of changes constitutes acceptance.

7.7 Severability. If any provision is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force. The invalid provision shall be modified to the minimum extent necessary to make it valid while preserving its intent.

7.8 Waiver. No failure or delay in exercising any right shall constitute a waiver. A waiver of any breach shall not constitute a waiver of any subsequent breach.

7.9 Assignment. You may not assign this Agreement without the Company’s prior written consent. The Company may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets.

7.10 Notices. All notices shall be in writing and directed to legal@vellumdraw.com (for the Company) or to the email address associated with Your Account.

7.11 Language. This Agreement is executed in the English language, which shall be the controlling language for all purposes. Any translations are provided for convenience only.

Contact Information

Vellum, LLC
500 N Commercial Street, Suite 502, Manchester, NH 03101
Email: legal@vellumdraw.com