Terms of Service

1. Definitions

“Account” means the registered account created by You to access the Services.

“Authorized User” means any individual You authorize to access the Services under Your Account, including employees, contractors, or collaborators.

“Documentation” means the user guides, help articles, technical specifications, and other materials provided by the Company describing the features, functions, and use of the Services.

“Order” means any order form, subscription confirmation, or online checkout through which You purchase access to the Services.

“Services” means the Company’s web-based PDF annotation, markup, and 2D drafting platform, including all associated tools, features, collaboration capabilities, storage, and integrations, as made available through the Company’s website or applications.

“Subscription Term” means the period during which You have paid access to the Services as specified in Your Order.

“Your Content” means all data, files, documents, drawings, annotations, markups, comments, and any other information or materials You or Your Authorized Users submit, upload, create, or make available through the Services.

2. Account Registration and Security

2.1 Registration. To access the Services, You must create an Account by providing accurate, current, and complete registration information. You agree to update Your information promptly to maintain its accuracy.

2.2 Account Security. You are solely responsible for maintaining the confidentiality of Your Account credentials and for all activities that occur under Your Account. You must immediately notify the Company at legal@vellumdraw.com of any unauthorized access or security breach. The Company shall not be liable for any loss or damage arising from Your failure to maintain the security of Your Account.

2.3 Account Types. The Company may offer individual, team, and enterprise Account types with varying features and permissions. Specific terms for each Account type shall be as described in the applicable Order or plan documentation.

2.4 Eligibility. The Services are intended for professional and business use. You represent that You are at least 18 years of age and have the legal capacity to enter into these Terms. The Services are not directed to individuals under the age of 18.

3. License Grant and Access

3.1 License to Use Services. Subject to Your continuous compliance with these Terms and payment of all applicable fees, the Company grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription Term solely for Your internal business purposes and in accordance with the Documentation.

3.2 Services Are Licensed, Not Sold. You acknowledge and agree that the Services provide a right of access and use. They are licensed, not sold. All references in these Terms to “purchase” or “subscription” mean the purchase of a license to access and use the Services as described herein.

3.3 Authorized Users. You may permit Authorized Users to access the Services in accordance with the permissions and seat limits specified in Your Order. You are responsible for ensuring that all Authorized Users comply with these Terms. Any breach by an Authorized User shall be deemed a breach by You.

4. Acceptable Use Policy

4.1 Prohibited Conduct. You agree not to, and shall ensure Your Authorized Users do not:

• (a) Use the Services for any purpose that is unlawful, fraudulent, or prohibited by these Terms;
• (b) Upload, transmit, or make available any content that is infringing, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable;
• (c) Impersonate any person or entity, or falsely state or misrepresent Your affiliation with any person or entity;
• (d) Upload or transmit viruses, malware, worms, Trojan horses, or any other malicious or destructive code;
• (e) Interfere with, disrupt, or attempt to gain unauthorized access to the Services, servers, or networks connected to the Services;
• (f) Bypass, circumvent, or attempt to bypass or circumvent any access controls, usage limits, or security measures of the Services;
• (g) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or data models of the Services;
• (h) Sell, resell, rent, lease, sublicense, distribute, or otherwise make the Services available to any third party, including through hosting, timesharing, or service bureau arrangements, without prior written authorization;
• (i) Use automated means, including bots, scrapers, crawlers, or spiders, to access the Services without the Company’s express written permission;
• (j) Remove, alter, or obscure any proprietary notices, trademarks, logos, or copyright notices in the Services;
• (k) Use the Services to send unsolicited messages, spam, phishing, or other deceptive communications;
• (l) Use the Services in violation of any applicable export control, sanctions, or trade compliance laws;
• (m) Share Account credentials or allow multiple individuals to use the same Account login simultaneously beyond authorized seat limits;
• (n) Upload sensitive personal data, including social security numbers, personal data of minors, or payment card numbers, into the Services beyond what is required for payment processing.

4.2 Monitoring. The Company reserves the right to monitor and log access to and use of the Services for security, operational, and compliance purposes. The Company may investigate any suspected violation of these Terms and may take any action it deems appropriate, including suspension or termination of Your Account.

4.3 Engineering Use Disclaimer. The Services are intended to assist with PDF annotation, markup, and 2D drafting tasks. The Services are not a substitute for professional engineering judgment, and no representation or warranty is made regarding the suitability of the Services for designing or engineering actual products, structures, or systems. You are solely responsible for exercising valid engineering and design judgment when using the Services, and for independently verifying all output produced through the Services. The Company disclaims all liability for any reliance on the Services as a sole basis for engineering or design decisions.

5. Intellectual Property

5.1 Company IP. The Company retains all right, title, and interest in and to the Services, including all software, technology, algorithms, models, interfaces, Documentation, trademarks, trade dress, trade secrets, copyrights, patents, moral rights, and all other intellectual property rights therein (collectively, “Company IP”). Nothing in these Terms constitutes a sale or transfer of any Company IP. All rights not expressly granted herein are reserved by the Company.

5.2 Your Content. You retain all right, title, and interest (including all intellectual property rights) in and to Your Content. The Company does not claim ownership of Your Content.

5.3 License to Your Content. You grant the Company a limited, non-exclusive, worldwide, royalty-free license to access, use, host, store, reproduce, process, transmit, and display Your Content solely as reasonably necessary to: (a) provide, host, operate, support, maintain, secure, and improve the Services; (b) comply with applicable law; (c) respond to Your support requests; (d) perform analytics and reporting on usage patterns (in aggregated, de-identified form); and (e) enforce these Terms. This license continues for the duration of Your use of the Services and for a commercially reasonable period thereafter to enable data retrieval and account closure.

5.4 No Content Mining. The Company shall not use Your Content to train machine learning models, artificial intelligence systems, or for any purpose unrelated to the direct provision of the Services to You, unless You provide separate, express written consent.

5.5 Suggestions and Feedback. If You provide the Company with any suggested improvements, feature requests, bug reports, or other feedback regarding the Services (“Feedback”), such Feedback is provided on a non-confidential, “as is” basis. You grant the Company a nonexclusive, perpetual, irrevocable, royalty-free, worldwide license, with the right to transfer, sublicense, use, reproduce, display, modify, and create derivative works of such Feedback for any purpose.

5.6 Collaborative Content. When You share Your Content with other users through the Services’ collaboration features, You acknowledge that such users will be able to access, view, annotate, and interact with Your Content in accordance with the permissions You set. You are solely responsible for managing access permissions, and the Company shall have no liability for any unauthorized access resulting from Your permission settings.

6. Subscription, Billing, and Payment

6.1 Fees. You agree to pay all fees specified in Your Order. Unless otherwise stated, all fees are quoted in U.S. dollars and are exclusive of all applicable taxes, duties, and levies. You are responsible for payment of all such taxes (other than taxes on the Company’s net income).

6.2 Billing. Fees shall be charged at the time of purchase or at the beginning of each billing cycle, as applicable. You authorize the Company to charge Your designated payment method on the applicable billing date. If payment cannot be processed, the Company may suspend or restrict access to the Services without liability.

6.3 Auto-Renewal. Unless otherwise specified in Your Order, subscriptions shall automatically renew for successive periods of the same duration as the initial Subscription Term, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

6.4 Fee Changes. The Company may modify its fees at any time. Fee changes shall take effect at the beginning of the next Subscription Term following notice to You. Your continued use of the Services after a fee change constitutes acceptance of the new fees.

6.5 Non-Refundable. All fees are non-cancelable and non-refundable except as expressly provided in these Terms. If You terminate Your subscription within the first thirty (30) days of Your initial purchase (not renewals), You may request a prorated refund by contacting legal@vellumdraw.com.

6.6 Past Due Amounts. Any amounts not paid when due shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. The Company may suspend access to the Services for any past-due amounts without liability.

6.7 Free Trials and Beta Features. The Company may offer free trials, beta features, or evaluation access at its discretion. Such access is provided “AS IS” with no warranties, indemnification, or service level commitments. Your Content entered during a free trial may be permanently lost unless You purchase a paid subscription. The Company’s maximum aggregate liability during any free trial period shall not exceed One Thousand U.S. Dollars ($1,000.00).

7. Confidentiality

7.1 Confidential Information. “Confidential Information” means any non-public information disclosed by either party to the other in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential, including but not limited to business plans, pricing, technical data, product roadmaps, and customer information.

7.2 Obligations. Each party agrees to: (a) protect the other party’s Confidential Information using the same degree of care it uses for its own similar information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely for purposes of performing under these Terms.

7.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without reference to the disclosing party’s Confidential Information.

7.4 Compelled Disclosure. A party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the disclosing party gives the other party prior written notice (to the extent legally permissible) and cooperates in efforts to limit or protect the disclosure.

8. Warranty Disclaimer

8.1 Limited Warranty. The Company warrants that, during the Subscription Term, the Services will perform substantially in accordance with the applicable Documentation and that Services are performed in a professional manner in accordance with prevailing industry standards.

8.2 Remedy. Your sole and exclusive remedy for breach of the foregoing warranty shall be, at the Company’s option: (a) repair or replacement of the non-conforming Services; or (b) termination of Your subscription and a prorated refund of prepaid fees for the remaining Subscription Term.

8.3 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8.1, THE SERVICES AND ALL ASSOCIATED CONTENT, DOCUMENTATION, FEATURES, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND YOUR USE OF THEM IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF AVAILABILITY, ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND DATA ACCURACY.

8.4 No Engineering Warranty. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY OF THE SERVICES FOR USE IN DESIGNING OR ENGINEERING ACTUAL PRODUCTS, STRUCTURES, SYSTEMS, OR COMPONENTS. THE SERVICES ARE TOOLS TO ASSIST YOUR WORK AND ARE NOT A SUBSTITUTE FOR INDEPENDENT PROFESSIONAL ENGINEERING JUDGMENT AND VERIFICATION. YOU ARE SOLELY RESPONSIBLE FOR SELECTING THE SERVICES TO ACHIEVE YOUR INTENDED RESULTS AND FOR ALL USE THEREOF.

8.5 Beta and Trial Features. THIS LIMITED WARRANTY DOES NOT APPLY TO ANY BETA, TRIAL, EVALUATION, FREE, OR EXPERIMENTAL FEATURES, WHICH ARE PROVIDED “AS IS” WITH NO WARRANTIES OF ANY KIND.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL THE COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, WORK STOPPAGE, DATA, PRIVACY, USE, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY RELATED MATTER SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO THE COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Essential Basis. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

9.4 Applicability. THE LIMITATIONS IN THIS SECTION 9 APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS.

10. Indemnification

10.1 By You. You agree to defend, indemnify, and hold harmless the Company and its officers, directors, employees, affiliates, agents, successors, and assigns from and against any and all third-party claims, demands, suits, or proceedings (including reasonable attorneys’ fees and costs) arising out of or related to: (a) Your or Your Authorized Users’ breach of these Terms or violation of applicable law; (b) Your Content, data, or use of the Services in a manner not expressly authorized by these Terms; (c) any allegation that Your Content infringes, misappropriates, or otherwise violates the intellectual property rights or other rights of a third party; or (d) Your reliance on the Services for engineering, design, or other professional purposes.

10.2 By the Company. The Company agrees to defend, indemnify, and hold You harmless against any third-party claim alleging that the Services, as provided by the Company and used by You in accordance with these Terms and the Documentation, directly infringe or misappropriate a third party’s patent, copyright, trademark, or trade secret.

10.3 Exclusions from Company Indemnity. The Company’s indemnification obligation in Section 10.2 shall not apply to any claim arising from: (a) use of the Services in combination with products, services, or technologies not provided by the Company; (b) modification of the Services by anyone other than the Company; (c) use of the Services not in accordance with these Terms or Documentation; (d) Your Content; or (e) use of a non-current version of the Services when a current version would have avoided the infringement.

10.4 Mitigation. If the Services become, or in the Company’s reasonable opinion are likely to become, the subject of an infringement claim, the Company may at its option: (a) procure the right for You to continue using the Services; (b) replace or modify the Services to make them non-infringing while maintaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Services and provide a prorated refund of prepaid fees for the remaining Subscription Term.

10.5 Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation and assistance. The indemnified party may participate in the defense at its own expense.

11. Term and Termination

11.1 Term. These Terms are effective as of the date You first access or use the Services and continue until terminated in accordance with this Section 11.

11.2 Termination for Convenience. Either party may terminate the subscription by providing written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

11.3 Termination for Cause. Either party may terminate these Terms upon thirty (30) days’ written notice if the other party commits a material breach that remains uncured during such notice period. The Company may terminate these Terms immediately if You: (a) fail to pay any amounts when due; (b) become subject to any proceeding relating to bankruptcy, insolvency, receivership, or assignment for the benefit of creditors; or (c) commit a material breach of Section 4 (Acceptable Use).

11.4 Effect of Termination. Upon the effective date of termination: (a) all licenses and rights to use the Services shall immediately cease; (b) You shall discontinue use of the Services; (c) You shall delete or destroy all copies of any Company materials in Your possession; and (d) all provisions of these Terms that by their nature should survive termination shall survive, including Sections 5, 7, 8, 9, 10, 12, and this Section 11.

11.5 Data Retrieval. Following termination, the Company will make Your Content available for retrieval for a period of thirty (30) days. After this period, the Company may delete Your Content in the ordinary course of its operations. Backup copies may be retained until deleted in the Company’s ordinary backup rotation cycle.

11.6 Suspension. The Company may immediately suspend Your access to the Services if: (a) Your Account is past due; (b) the Company reasonably believes Your use poses a security risk to the Services or other users; or (c) Your use may subject the Company to third-party liability.

12. Governing Law and Dispute Resolution

12.1 Governing Law. These Terms 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 choice-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

12.2 Negotiation. Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute arising out of or relating to these Terms through good faith negotiation for a period of ninety (90) days following written notice of the dispute.

12.3 Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms that is not resolved through negotiation shall be settled by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in New Hampshire in the English language by a single arbitrator. The arbitrator’s award shall be final, binding, and non-appealable, and judgment upon the award may be entered in any court of competent jurisdiction.

12.4 Confidentiality of Proceedings. All arbitration proceedings, disclosures, documents, and awards shall be kept strictly confidential by the parties.

12.5 Attorneys’ Fees. In any action or proceeding to enforce these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

12.6 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain any actual or threatened breach of the confidentiality or intellectual property provisions of these Terms.

12.7 Class Action Waiver. YOU AND THE COMPANY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

13. General Provisions

13.1 Modifications to Terms. The Company reserves the right to modify these Terms at any time. For material changes, the Company will provide at least thirty (30) days’ advance notice via email or through the Services. If You do not agree with any modifications, You must stop using the Services and terminate Your Account within five (5) days of receiving notice of updated Terms. Your continued use of the Services after the effective date of any modifications constitutes Your acceptance of the modified Terms.

13.2 Assignment. You may not assign or transfer these Terms or any rights hereunder without the Company’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of Your assets, provided that: (a) the assignee agrees in writing to be bound by these Terms; and (b) all fees are paid. The Company may assign these Terms freely. Any purported assignment in violation of this section is void.

13.3 Force Majeure. Neither party shall be liable for any delay or failure to perform resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, government action, power failure, internet disruption, or labor disputes.

13.4 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

13.5 Waiver. No failure or delay by either party in exercising any right shall constitute a waiver thereof.

13.6 Entire Agreement. These Terms, together with any applicable Order and the Privacy Policy, constitute the entire agreement between You and the Company regarding the Services and supersede all prior agreements, representations, and understandings.

13.7 Export Compliance. You agree to comply with all applicable export and import control laws and regulations, including U.S. Export Administration Regulations and sanctions programs maintained by the U.S. Office of Foreign Assets Control. You shall not access or use the Services from any country or territory subject to comprehensive U.S. sanctions.

13.8 Notices. All notices under these Terms shall be in writing and sent to legal@vellumdraw.com (for the Company) or to the email address associated with Your Account (for You).

13.9 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

13.10 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Contact Information

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