Vanilla Terms of Service

Last Updated: August 3, 2026

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION OR A TRIAL BY JURY IN SECTION 22, BELOW, WHERE WE ALSO EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION IF YOU CHOOSE. IT IS IMPORTANT THAT YOU READ THESE TERMS BEFORE USING OR PURCHASING VANILLA SERVICES.

Welcome to Vanilla! Vanilla Technologies Inc. (“Vanilla,” “we,” “our” or “us”) provides an online software-as-a-service platform to investment advisers, lawyers, RIAs, financial services companies, and other professionals (“Professional(s)”), and their prospects and clients. Vanilla licenses an estate advisory platform, which may be utilized by your Professional. Your Professional may provide you with the option to access various Vanilla products or functionality, including Vanilla Client Portal, Vanilla Safe, Vanilla Document Builder, and Estate Health Check. Vanilla Document Builder enables users to create and modify self-help estate planning forms, such as wills and trusts, for personal use (the “Documents”).

Vanilla’s various software products are referred to herein collectively as the “Vanilla Platform.” “You” and “your” refer to any prospect or client of a Professional, or user of, or visitor to, the Services that is not a Subscriber under the terms of the Vanilla Main Services Agreement.

1. Terms Overview

These terms of service (“Terms”), together with any other terms, conditions, or policies linked to in these Terms, are a legally binding agreement between you and Vanilla that govern your access to and use of Vanilla’s websites, services, software, tools, products, property, features, and functionality made available by Vanilla, including without limitation, the Vanilla Platform, Vanilla Document Builder, Vanilla Safe, Vanilla Materials, and Documents, Beta Services and AI features and chatbots (collectively, the “Services”). Therefore, please carefully review these Terms. If you do not agree with these Terms, you may not use our Services. If there is a conflict between these Terms and any other terms or conditions covering a specific area of the Services, the latter terms and conditions shall control unless they expressly state otherwise.

In addition to these Terms, we also:

Publish a Privacy Policy available at https://www.justvanilla.com/privacy-policy. We recommend that you read it to understand how we collect and use your personal information.
Publish service-specific terms, including in the sections entitled “Vanilla Attorney Network.”

We reserve the right to modify these Terms at any time, in our sole discretion, by publishing an updated version of them to https://www.justvanilla.com (the “Website”) and updating the “Last Updated” date. Changes are effective upon posting, except that, if we determine in our sole discretion that a change is material, we will provide notice through the Services or other measures we consider appropriate before the change takes effect. Your continued access to or use of the Services after the updated Terms become effective constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services.

We may also modify the Services. We reserve the right, at our sole discretion, to change the URL of the Website or modify, suspend, or discontinue all or part of the Services without notice to you.

YOU AGREE THAT BY USING THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT. You are legally and financially responsible for all actions taken using or accessing the Services.

The Vanilla Platform may generate reports, data, graphs, slides, and information that your Professional or Vanilla may provide to you (collectively, the “Vanilla Reports”). The Vanilla Reports are based on your estate plan, including your wills, trusts, and other estate planning documents (collectively, your “Plan“) and other information and data provided by you, your Professional, and third parties.

2. Vanilla Document Builder

Vanilla Document Builder enables users to generate trusts and wills and other estate documents based on answers provided to our simple, guided questionnaire. Documents are provided for private use and are not intended to be completed, generated, or used by anyone other than you and your spouse (if they generate Documents).

Vanilla provides online tools, self-help forms, resources, help text, FAQs, tooltips, work flows, rule based logic, forms, templates, and Documents (collectively, the “Vanilla Materials”) to assist and guide you in preparing, executing, and storing your own legal documents and information. We endeavor to keep the Vanilla Materials up-to-date and we work with local counsel in each jurisdiction.

Vanilla Document Builder is self-service software, and does not involve interacting with, or retaining, an attorney. The software has been built for users with specific needs, without requiring attorney involvement. However, no tool can be designed to work for every user or every circumstance, and it is possible that Vanilla Document Builder will not meet the needs of your situation. You understand that you must determine for yourself if the Services are right for you. If the Services are not right for you, do not support the facts of your situation, or you decide you want legal advice or to engage an attorney, do not use the Services. If you need legal advice, please consult a licensed attorney in your jurisdiction.

You may print completed Documents yourself or choose to have printed documents sent directly to you by Vanilla for execution.

You understand that executing your completed Documents will have a legal impact on you and your beneficiaries. You agree to carefully review each Document before executing it, and follow the execution and notarization instructions that Vanilla may provide you. You are solely responsible for the Documents that you sign. You may update your Documents free of charge within ninety (90) days of finalizing Documents in Vanilla Document Builder. If you need to update your Documents after ninety (90) days, you will be charged the then-current rate for documents. (If your Professional maintains a Vanilla subscription, it is possible these updates may be for free provided your Professional is a current Vanilla subscriber.)

YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT YOUR USE OF THE SERVICES WILL NOT: (A) CREATE ANY ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND VANILLA, (B) PROVIDE YOU WITH THE PROTECTIONS OF AN ATTORNEY-CLIENT RELATIONSHIP, OR (C) ENTITLE YOUR COMMUNICATIONS WITH VANILLA TO THE ATTORNEY-CLIENT PRIVILEGE.

The only attorney-client relationship that you may enter into in connection with the Services is through an Independent Attorney Legal Engagement (as defined below), which you enter into in your sole discretion. Such attorney-client relationship, if any, will be between you and an Independent Attorney (as defined below), not between you and Vanilla. Documents stored in the Vanilla Platform and communications made with your Independent Attorney to facilitate the lawyer’s legal services may be privileged, depending on the particular circumstances.

YOU UNDERSTAND AND AGREE THAT VANILLA IS NOT A LAW FIRM, AND DOES NOT PROVIDE LEGAL ADVICE OR LEGAL SERVICES. THE DOCUMENTS GENERATED BY THE SERVICES ARE NOT THE RESULT OF ANY LEGAL REVIEW OR ANALYSIS BY VANILLA. Vanilla does not review your information or the Documents for legal accuracy or sufficiency (though Documents may undergo a human and/or AI-powered quality assurance check), to provide opinions about your selection of forms, to apply the law to the facts of your particular circumstances, or to provide you legal advice.

When using Vanilla Document Builder, you are required to review the information you have provided. You agree to carefully review that information to ensure that it is correct, and to carefully read all version(s) of the Documents for completeness, consistency, spelling, and determining whether they achieve your intended results, prior to executing them. Vanilla has no responsibility for the accuracy, proper execution, or storage of the Documents.

For information about the Vanilla Attorney Network and how it works with Vanilla Document Builder, please see the section on the Vanilla Attorney Network below.

3. Vanilla Safe

Vanilla Safe is a digital vault, available as a desktop application and as applications for Apple (iOS) and Google (Android) devices, that enables you to store, organize, and share important personal, financial, and estate-related information so that your designated family members and contacts can access it in the event of an emergency, incapacity, or death. Spouses are “co-owners” of a single Vanilla Safe account and can each view, change, and grant or change access to the data within that account.

Vanilla Safe allows you to upload and store documents such as wills, trusts, powers of attorney, healthcare directives, insurance policies, deeds, and account information, and to make them accessible to the family members and contacts you designate. You understand that this information may be highly sensitive, and that it is your responsibility to set, and to regularly review, who has access to what information. You should not store passwords in Vanilla Safe.

You are solely responsible for inviting, designating, and managing your own family, work, professional, first-call, and other contacts, and for determining what information they may access and when. You may grant each contact either full access or limited access, and, where you grant limited access, you may select what information that person is able to see in the application. You may also add a person with no access, solely as a contact. For all contacts you add, Vanilla will send that person an email invitation to access the information you have designated. Vanilla does not verify the identity, authority, or trustworthiness of anyone you invite, and you are responsible for ensuring the people you designate are appropriate and that their contact information is correct.

You are solely responsible for the accuracy, completeness, and currency of all information you store in Vanilla Safe, for keeping your designated contacts and their access permissions up to date, and for maintaining the security of your account and credentials. Vanilla does not review your information or documents for legal accuracy or sufficiency. Vanilla Safe is a storage and organization tool only and does not create, and is not a substitute for, a valid will, trust, or other legally effective estate planning document.

Third Party Services. You may link financial accounts directly through Plaid or another Third-Party Service (as defined herein). Your use of Plaid and any other third-party integration is governed by Section 11 (Third-Party Services and Integrations) and by the applicable third party’s own terms and privacy policy. Vanilla does not control, and is not responsible for, the accuracy, completeness, or availability of information provided by Third Party Services.

Vanilla Safe may provide calculators and other tools, including a liquidity calculator. Any output from such calculators and tools is an estimate only, may not be exact, and is provided for informational purposes only. You are solely responsible for all inputs and for the accuracy and completeness of the data you provide, and you should not rely on any such output as legal, financial, tax, or investment advice.

Vanilla Safe may provide general, state-specific informational guidance to help you and your contacts respond to an emergency, death, or urgent need to access documents. This guidance is provided for informational purposes only, is not legal, financial, tax, or medical advice. You are responsible for confirming the appropriateness of any action for your particular circumstances.

Access By Professionals. If your Professional uses the Vanilla Platform, certain data entered by them may flow into your Vanilla Safe account, and your Professional will be able to see whether you have accepted an invitation to use Vanilla Safe and other general information about whether you have used the application. However, your Professional cannot access, view, download, or edit the information, documents, contacts, or other content that you enter into Vanilla Safe, unless you affirmatively grant your Professional access through your Vanilla Safe account. The data-sharing with your Professional described in Section 9 applies only to data you input into the other Services and does not extend to content stored in Vanilla Safe.

While Vanilla endeavors to make Vanilla Safe and the information stored in it available to your designated contacts when needed, Vanilla does not guarantee uninterrupted or timely access, and, to the maximum extent permitted by law and subject to these Terms, Vanilla has no responsibility or liability for any inability to access, or any loss, deletion, or unavailability of, information or documents stored in Vanilla Safe.

Deletion of Vanilla Safe Account. You may delete your Vanilla Safe account at any time through the Services. When you request deletion, your account and the information stored in it will be scheduled for deletion, and you will have thirty (30) days to change your mind. During that thirty (30)-day period, you may reverse the deletion by clicking the link in the email that Vanilla sends to you. If you do not reverse the deletion within thirty (30) days, your account and the associated information will be permanently deleted and is no longer recoverable. If there are co-owners of a Vanilla Safe account (typically spouses), both users must request deletion and not reverse the deletion through the email link that Vanilla will send to each co-owner in order to effectuate account deletion. Vanilla has no responsibility or liability for any information or documents deleted in connection with your deletion of your account, and certain information may be retained as described in Section 8 and as otherwise permitted or required by applicable law.

4. Vanilla Does Not Provide Legal Advice or Services

Vanilla is not a law firm and does not provide legal services or advice. Vanilla does not verify the accuracy or completeness of the information provided by you, your Professional, or third parties, and the inaccuracy or incompleteness of such information may materially impair the efficacy of the Vanilla Reports or the Documents. The Vanilla Reports are intended to provide a hypothetical illustration of your Plan for informational and discussion purposes only and are based on the assumption that your Plan is legally effective and enforceable according to its terms. Vanilla does not independently evaluate the legal sufficiency or validity of your Plan. In the event of a discrepancy between a Vanilla Report and your Plan, your Plan should be relied upon.

The Vanilla Reports are not legal, tax, investment, or financial advice, nor do they modify the terms of your Plan.

The Vanilla Reports are not a substitute for the advice of an attorney. You should consult with an attorney on all legal matters, including questions about the suitability of your Plan for your goals, the strengths and weaknesses of your Plan, your Plan’s legality and enforceability, whether you should implement any modeled tax or distribution strategies, and any questions you have about your Plan.

Vanilla does not make any representations or warranties, express or implied, as to the accuracy, completeness, or suitability for a particular purpose of the Vanilla Reports, or any results which may be obtained from the use of the Vanilla Reports.

5. Vanilla Does Not Provide Financial or Tax Advice

Vanilla is not an investment adviser or broker-dealer and does not provide financial or investment advice, and is not responsible for providing any investment adviser disclosures. The Vanilla Reports do not create an investment advisory or any kind of fiduciary relationship between you and Vanilla. You should consult with a financial or investment adviser for financial and investment advice.

Any assumptions, opportunities, scenarios, strategies, and calculation methods shown in the Vanilla Reports were selected by your Professional in the Vanilla Platform, and may not accurately reflect your Plan. It is your responsibility to update your Plan as you deem appropriate. Consult your Professional if you have any questions about the assumptions, opportunities, scenarios, strategies, and calculation methods used in the generation of the Vanilla Report. Any distribution or tax projections reflected in the Vanilla Reports assume that currently applicable law remains in effect. The Vanilla Reports do not and cannot predict any future legislative, judicial opinions, or regulatory changes. Whether any planned tax or other planning result is realized by you depends on the specific facts of your situation and applicable law at such time.

Vanilla is not an accounting firm or tax advisor, and does not provide accounting or tax advice. You should consult with your tax advisor for tax advice. Any estate tax, generation skipping transfer tax, gift tax and other tax calculations presented in the Vanilla Reports are estimates only, based on rates and exemptions contained in the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”), together with rates and exemptions, if any, of your declared state of residence. Note that the Code and state laws can change at any time, which can materially impact the advantages and disadvantages of any tax or estate planning strategy. Please note that not all aspects of tax laws are supported by Vanilla, including but not limited to valuation of split interest trusts, life estates, GRATs and QPRTs; valuation discounts under Section 2032A or similar laws. A finite number of decimal points are tracked, and at times calculations may be rounded and may vary from official calculations.

6. Beta Services

From time to time, Vanilla may provide you access to pre-production versions of the Services, or features that are identified as beta, pilot, limited release, preview, non-production, evaluation, or similar versions (“Beta Services”). Beta Services are for evaluation purposes only and not for production use. Vanilla is under no obligation to maintain, support, update, or provide error corrections for the Beta Services. Vanilla may change or discontinue Beta Services at any time in Vanilla’s sole discretion and reserves the right to never make them generally available.

7. Accounts

The Services may require that you create an account, and to do so, you may be asked to provide your name, email address, a username, and a password. You agree to provide complete, accurate, and up-to-date information in connection with your account. Vanilla reserves the right to suspend or terminate your account if any information provided by you proves to be inaccurate, not current, or incomplete, or if you do not abide by these Terms of Service. We may from time to time ask you for additional identification information as may be required for regulatory or other reasons.

You are solely responsible for any associated content, information, or materials provided or used in connection with your account. Vanilla is not liable to you or any third party for any acts or omissions by anyone using, or otherwise in connection with, your account or that occur as a result of any information associated with your account being lost or compromised. You are responsible for maintaining the confidentiality of any account information, user names, logins, passwords, and security questions and answers that you use to access any page or feature in the Services, and for logging off of your account and any protected areas of the Services. Further, you are fully responsible for all activities occurring under your accounts, user names, logins, passwords, and security questions and answers that result from your negligence, carelessness, misconduct, or failure to use or maintain appropriate security measures such as multi-factor authentication. If you discover or otherwise suspect any unauthorized use of, or security issues related to, your account, you agree to notify Vanilla immediately.

If you and your spouse elect to use Vanilla Document Builder together, you understand and agree that your information will be accessed with a single user ID and password, and that you will have access to and can change each other’s estate plan information.

8. Data and Documents Usage

Vanilla does not claim ownership of any Documents that you create or upload and store using our Services. By using, creating, editing, uploading, or otherwise accessing or engaging with any Documents, you authorize Vanilla to process such Documents in connection with providing Services to you.

You acknowledge and agree that Vanilla may, except to the extent prohibited by applicable law, preserve these Documents as well as access, retain, and disclose any information or materials on or in the Services in Vanilla’s possession in connection with your use of the Services including, without limitation, your account information and any Documents, if required to do so by law or in the good faith belief that such preservation or disclosure does not violate any applicable legal privilege and is reasonably necessary to accomplish any of the following: (1) to comply with legal process, applicable laws, or government requests; (2) to enforce these Terms; (3) to respond to claims that any content violates the rights of third parties; or (4) to protect the rights, property, or personal safety of Vanilla, its users, and the public. You understand that the technical processing and transmission of the Service, including your Documents and other content, may involve transmissions over third party networks and changes to conform and adapt to technical requirements of connecting networks or devices. You agree that Vanilla has no responsibility or liability for deleting or failing to store any Documents or other content maintained or uploaded in the Services.

9. Sharing of Your Data with Your Professional

The data that you input into the Services may be shared with your Professional and populate any profile maintained for you by your Professional in the Vanilla Platform. The Services will enable your Professional to know about your estate plan and your usage of the Services, and to access, download, read, copy, edit the information you provide to the Services. If you use Vanilla Document Builder, your advisor can see what package you have selected, where you are in the questionnaire, and can view and download your Documents. By using the Services, you agree to the sharing of your data with your Professional. You hereby grant Vanilla a non-exclusive, royalty-free, worldwide license to provide to your Professional the data and content you input into the Services (other than content you store in Vanilla Safe). You further acknowledge and agree that Vanilla may provide to you the data and information that your Professional has entered about you in the Vanilla Platform. If you do not want your Professional to have this data, please do not use the Services.

For Vanilla Safe, high-level information about your use of and access to the tool, which may include the date and time of your last login to the Services and high-level usage data, may be shared with your Professional. Any information, documents, contacts, or other content you store in Vanilla Safe is not shared with your Professional and cannot be accessed, viewed, downloaded, or edited, unless you affirmatively grant your Professional access through your Vanilla Safe account.

10. Payment and Refund Policy

We may charge a fee in connection with your use of Vanilla Document Builder, Vanilla Safe, or other elements of the Services. Vanilla Document Builder and Vanilla Safe are made available free of charge to clients of Professionals who maintain a current Vanilla subscription, and fees may apply if you stop being a client of your Professional, or if your Professional terminates their Vanilla subscription. Vanilla may add new services for additional fees, or change fees for existing services, at any time in its sole discretion. You agree to pay all charges that you incur using the Services. You authorize Vanilla to charge your credit card for all fees and charges incurred in connection with your use of the Services, including applicable taxes. Vanilla uses third-party payment processors to process payments through the Services. Your use of the Services is subject to the applicable third-party payment processor’s terms and conditions, privacy policy, and other agreements, and you agree to be bound by such terms.

Vanilla will provide a refund (via its third-party payment processors) for purchases for Vanilla Document Builder for thirty (30) days from the date of purchase, provided that you have not approved any final Document(s) for printing and shipping. No refunds are offered after thirty (30) days from the date of purchase. If there are issues with the Document(s) within Vanilla’s control, Vanilla will reprocess, print, and ship corrected documents within thirty (30) days of the date you provide Vanilla written notice of any such issues.

11. Third-Party Services and Integrations

The Services may provide access (paid or unpaid) to content, software, products, platforms, and services operated, offered, or provided by companies or entities other than Vanilla and the ability for you, at your election, to integrate with third parties such as Plaid (“Third Party Services”). If you elect to enable any such integration, you authorize the transfer of your data from the Third Party Services into the Vanilla Platform and grant to Vanilla and its subcontractors and service providers a worldwide, non-exclusive, royalty free license to use, access, transmit, modify, reproduce, store, manipulate, process, electronically distribute, and display your data in connection with providing the Vanilla Platform and Services to you. You further authorize Vanilla and its subcontractors and service providers to access, transmit, and disclose your data to the applicable Third Party Service to the extent necessary to establish, operate, and maintain the integration you have enabled. If you choose to access, transact with, or otherwise interact with any Third Party Services through the Services, you acknowledge and agree that you do so at your own risk, and you understand that by using the Services, you are directing the applicable company or entity to make Third Party Services available to you. You are solely responsible for your dealings with Third Party Services.

Third Party Services are governed by their own terms of service and privacy policies, and by enabling any integration you represent and warrant that you have all rights and authority necessary to share the relevant data and that you will comply with such third party terms, including, with respect to Plaid, Plaid’s applicable end user terms and privacy policy. Vanilla is not a party to, and has no responsibility or liability under, any agreement between you and any provider of Third Party Services. Vanilla is not responsible for the accuracy, availability, or completeness of any Third Party Services, which is provided “AS-IS” without any warranty of any kind. Vanilla expressly disclaims all liability related to, or arising from, or in connection therewith.

Vanilla may add, modify, suspend, remove, or discontinue any integration or Third Party Service at any time, with or without notice, and shall have no liability to you for doing so. Vanilla does not control and is not responsible for the data-security, privacy, or data-handling practices of any Third Party Service, and you assume all risks arising from your use of, and the transmission of your data to or from, any Third Party Service. Vanilla relies on the data it receives from Third Party Services and is not responsible or liable for any inaccuracy, incompleteness, corruption, delay, or unavailability of such data, or for any decisions, reports, or results generated in reliance on it. Without limiting Section 19 (Indemnification), you agree to indemnify, defend, and hold harmless the Vanilla Parties from and against any Claims arising out of or related to your use of, or Vanilla’s provision of, any Third Party Services or any integration you enable.

12. AI Tools and Chatbots

You may use AI (VAI, Vanilla’s AI features) within the platform to get answers about the Vanilla Platform through an AI chatbot or other functionality (collectively, the “Chatbots”). Additionally, your Professional may elect to use AI in its use of the Vanilla Platform, including the generation of reports that they may provide to you.

Vanilla does not use your personal data to train VAI. Because artificial intelligence and machine learning are rapidly evolving areas, Vanilla is constantly working to improve the Chatbots and the Services to make them more accurate, reliable, and beneficial. Vanilla cannot guarantee that AI results are accurate or complete. You should not rely on output from the Chatbots as a sole source of truth or factual information, or as a substitute for professional advice.

13. Rights

a. Vanilla Content. Unless otherwise indicated in writing by Vanilla, the Services and all content and other materials contained therein, including, without limitation, our logos, trademarks, designs, text, graphics, video, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Vanilla Content”) are the proprietary property of Vanilla, or our respective partners, affiliates, or licensors, as applicable. Notwithstanding anything to the contrary in these Terms, the Services and Vanilla Content may include software components provided by Vanilla or its affiliates or a third party that are subject to separate terms, in which case those terms shall govern such software components. All other trademarks, registered trademarks, product names, and other names or logos mentioned on the Services are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes, or other information by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Vanilla. For purposes of clarification, Vanilla shall be and remain the sole owner of all rights, title, and interest in and to the software and tools provided by Vanilla, the Services, any related promotional materials, and any other programming, script, algorithms, technology, and/or code supplied by Vanilla and/or its contractors and suppliers, including, without limitation, all copyright, trademark, patent, trade-secret rights, and related rights therein. Vanilla reserves all rights not expressly granted herein.

b. User Content. If you upload, submit, post, or contribute any information, materials, or other content using our Services (“User Content”), including in connection with your account, you agree that you, and not Vanilla, have full responsibility for the User Content, including its non-infringement of third party rights, legality, reliability, accuracy, and appropriateness. User Content must comply with these Terms. We are not responsible or liable to any third party for the content, accuracy, or appropriateness of any User Content provided by you. You understand and acknowledge that any User Content that violates any of our policies may be modified, edited, or removed by Vanilla in its sole and absolute discretion. By making available any User Content on or through the Services, you grant to Vanilla a universe-wide, royalty-free license in perpetuity to crop, resize, publicly display, publicly perform, distribute, broadcast, transmit, prepare derivative works based upon, and otherwise use and exploit such User Content for purposes of operating or providing the Services and for marketing and promoting Vanilla and Vanilla’s business. Although we are not required to monitor any User Content, we may, in our sole discretion, remove User Content at any time and for any reason without notice. User Content does not include your personal information or any other information or communications by or to you regarding your use of Services to create estate planning documents or your use of the services of an Independent Attorney.

c. Feedback. In the event you choose to provide to Vanilla any feedback, comments, and/or suggestions for improvements to, or errors and issues on or with, the Services (“Feedback”), you acknowledge and agree that your contribution of Feedback does not grant you any right, title, or interest in the Services or in any such Feedback, nor does such Feedback entitle you to any compensation whatsoever. Wherever necessary, you hereby assign to Vanilla any and all right, title, and interest (including without limitation, any patent, copyright, trademark, know-how, moral rights and any other intellectual property rights) that you may have in and to any and all Feedback.

d. Infringing Content. If you believe that any content made available through the Services violates your copyright, please submit a notification in accordance with the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512 to Vanilla’s DMCA Agent identified below. Vanilla will respond to all such notices in accordance with the DMCA.

Vanilla Technologies Inc.
777 108th Ave. NE
Suite 1650
Bellevue, WA 98004

legal@justvanilla.com

14. Representations and Warranties

By using the Services, you represent, warrant, and agree that:

You are located in the United States. You may not use our Services if you are not located in the United States of America;
You are at least 18 years of age and you are legally able to enter into a contract;
Your use of the Services does not violate the rights of any third party or any applicable agreement or law; and
You have the right to use your method of payment. In your use of the Services, you may be asked to supply certain information relevant to your purchase(s) including, without limitation, a credit card number, expiration date, billing address, and shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS YOU USE FOR ANY SUCH PURCHASE. You acknowledge that any such information will be treated by us in accordance with our Privacy Policy. You grant us the right to provide such information to third parties in order to facilitate the completion of transactions initiated by you or on your behalf through the Services.

15. Prohibitions and Restrictions

You agree that you will NOT use the Services to do or attempt to do any of the following:

Infringe upon the intellectual property or other rights of any person or entity
Violate any applicable laws, rules, regulations, or terms
Attempt to reverse engineer, tamper with, use, or access non-public areas of the Services
Attempt to bypass, remove, circumvent, impair, or interfere with technological measures to protect the Services or any content thereon
Collect, scrape, harvest, or store any data or personally identifiable information from the Services from other users of the Services
Impersonate or misrepresent an affiliation with any person or entity
Use the Services in any manner that is offensive, violent, hateful, discriminatory, unethical, disruptive, or dangerous
Build a product or service using similar ideas, features, functions, or graphics of the Services
Try to change, break, decompile, decode, overwhelm, burden, damage, disrupt, impair, upload any virus or harmful code to, or negatively impact the Services or any other party’s access to the Services
Sell, lease, rent, sublicense, distribute, or otherwise provide the Services or any part thereof to any third party
Use the Services in any way that is not permitted by applicable terms
Use the Services for a commercial purpose
Encourage or enable others to engage in any of the foregoing

16. Export Controls and Sanctions

By using the Services, you represent and warrant that you are not a Sanctioned Person under U.S. law. You acknowledge and understand that the Services and items offered through the Services are subject to U.S. export control and sanctions laws and regulations, including, without limitation, the Export Administration Regulations and the regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (collectively, the “Export Controls and Sanctions Laws”). You agree not to take any action that will not violate and will not cause anyone, including, without limitation, Vanilla, to be in violation of any Export Controls and Sanctions Laws. For purposes of these Terms, “Sanctioned Person” means any government, country, corporation, or other entity, group, or individual with whom or which Export Controls and Sanctions Laws prohibit or restrict a U.S. person from engaging in transactions, and includes, without limitation, any person organized, located, or resident in a country or region that is the subject or target of comprehensive economic sanctions, and any individual or corporation or other entity that appears on any U.S. Government sanctions or restricted party lists including but not limited to the OFAC List of Specially Designated Nationals and Blocked Persons (the “SDN List”), or the Entity List or Denied Persons List of the U.S. Department of Commerce, or any person owned or controlled by any of the foregoing.

17. Warranty Disclaimer

Vanilla provides the Services “as is.” YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, VANILLA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND IN CONNECTION WITH THE SERVICES, INCLUDING THE DOCUMENTS, THIRD PARTY SERVICES, AND ANY INFORMATION OR MATERIALS PROVIDED OR MADE AVAILABLE BY VANILLA. THE SERVICES, THE BETA SERVICES, AND THE CHATBOTS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. VANILLA, VANILLA’S AFFILIATES, AND ALL OF THEIR RESPECTIVE MEMBERS, STOCKHOLDERS, EMPLOYEES, CONSULTANTS, LAWYERS, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS (collectively, “VANILLA PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

NONE OF THE VANILLA PARTIES REPRESENT OR WARRANT THAT (A) THE USE OF ANY OF THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, WILL BE AVAILABLE WHEN YOU DESIRE TO UTILIZE THE SERVICES, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) ANY STORED DATA OR DOCUMENTS WILL BE ACCURATE, SECURE, OR RELIABLE, OR (C) ERRORS OR DEFECTS WILL BE CORRECTED; (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (E) THE QUALITY OF ANY PRODUCTS, SERVICES, AND DOCUMENTS WILL MEET YOUR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE VANILLA PARTIES DISCLAIM ALL REPRESENTATIONS, WARRANTIES, PROMISES, OR GUARANTEES OF ANY KIND WHATSOEVER AS TO THE SERVICES OR THIRD PARTY SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE. THE VANILLA PARTIES SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY CONTENT, MATERIALS, INFORMATION, OR SOFTWARE.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY VANILLA PARTY BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS, OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES. NO VANILLA PARTY SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION, DOCUMENTS, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OF DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (E) ANY MODIFICATIONS, ALTERATION, OMISSION, DELETION, OR INSERTION YOU MAKE TO ANY DOCUMENTS, OR INFORMATION PRODUCED BY OR RELATED TO THE SERVICES; (F) THE FAILURE TO CONSULT WITH A LICENSED ATTORNEY, ACCOUNTANT, AND OTHER LEGAL AND FINANCIAL ADVISORS PRIOR TO, DURING, AND AFTER THE USE OF THE SERVICES; (G) THE USE OF THE ATTORNEY NETWORK OR ENGAGEMENT OF ANY INDEPENDENT ATTORNEY; (H) ANY OTHER MATTER RELATING TO OR RESULTING, DIRECTLY OR INDIRECTLY, FROM THE SERVICES OR DOCUMENTS; OR (I) ANY LOSS, BREACH OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, DELETION OF, OR UNAVAILABILITY OF ANY INFORMATION, DOCUMENTS, CONTACTS, OR OTHER CONTENT STORED IN VANILLA SAFE, OR ANY FAILURE OF VANILLA SAFE, OR OF ANY PERSON YOU DESIGNATE, TO ACCESS OR PROVIDE ACCESS TO SUCH INFORMATION WHEN NEEDED.

IN NO EVENT WILL ANY VANILLA PARTY’S CUMULATIVE DIRECT AND INDIRECT LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, EXCEED THREE HUNDRED DOLLARS ($300.00). EXCEPT AS EXPRESSLY PROVIDED IN SECTION 21 (APP STORE AND MOBILE APPLICATIONS), THERE ARE NO THIRD PARTY BENEFICIARIES TO THESE TERMS.

THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT THE VANILLA PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND LIABILITIES PROVIDED IN THIS SECTION, SO SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT VANILLA PARTIES TO DISCLAIM CERTAIN WARRANTIES OR LIMIT CERTAIN LIABILITIES, THE EXTENT OF VANILLA PARTIES’ LIABILITY AND THE SCOPE OF ANY SUCH WARRANTIES WILL BE AS REQUIRED UNDER APPLICABLE LAW.

19. Indemnification

You agree to indemnify the Vanilla Parties for your use of the Services. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Vanilla and the Vanilla Parties from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or your use of the Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”) that are caused by, arise out of, or are related to: (a) your use or misuse of the Services, (b) your violation of these Terms; (c) your violation of any law, regulatory requirement, judgment, order, or decree; (d) your violation of any rights of any third party; (e) the validity or content of the Documents or the information maintained in Vanilla Safe; and (f) any breach or non-performance of any representation, warranty, covenant, or agreement made by you.

20. Breach and Termination

If you breach these Terms, or any of our other terms that apply to you, we may, in addition to all other remedies available at law or in equity, take action against you, including, among other things, suspending or denying your account access to our Services, without notice or further obligation or responsibility to you.

21. App Store and Mobile Applications.

a. Vanilla Safe and certain other Services are made available as mobile applications that you may download from the Apple App Store or Google Play (each, an “App Store,” and the operator of each, an “App Store Provider“). The following additional terms apply to your download and use of any such application (each, an “App“), and in the event of a conflict with the rest of these Terms with respect to an App, these terms control.

b. Relationship of the parties. These Terms are between you and Vanilla only, and not with any App Store Provider. Vanilla, not the App Store Provider, is solely responsible for the App and its content. The App Store Provider has no obligation whatsoever to furnish any maintenance or support services with respect to the App.

c. License scope. Your license to use the App is a limited, non-transferable, non-exclusive license to use the App on any Apple-branded product that you own or control (or any device running the applicable operating system, in the case of Google Play), as permitted by the applicable App Store’s usage rules, except that the App may be accessed and used by other accounts associated with you via family sharing or volume purchasing where permitted.

d. Maintenance and support. Vanilla is solely responsible for providing any maintenance and support services with respect to the App, as required under applicable law. You acknowledge that the App Store Provider has no obligation to provide any maintenance or support services with respect to the App.

e. Warranty. Vanilla is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Store Provider, and, where the App was purchased from the Apple App Store, Apple will refund the purchase price (if any) for the App to you; to the maximum extent permitted by applicable law, the App Store Provider will have no other warranty obligation whatsoever with respect to the App. As between Vanilla and the App Store Provider, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Vanilla’s sole responsibility.

f. Product claims. Vanilla, not the App Store Provider, is responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

g. Intellectual property claims. In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Vanilla, not the App Store Provider, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim.

h. Developer contact. If you have any questions, complaints, or claims with respect to the App, they should be directed to Vanilla at legal@justvanilla.com.

i. Third-party beneficiary. You acknowledge and agree that the applicable App Store Provider, and its subsidiaries, are third-party beneficiaries of these Terms as they relate to your license of the App, and that, upon your acceptance of these Terms, the App Store Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

j. Data use by App Store Providers. Your download and use of any App is also subject to the App Store Provider’s own terms of service and privacy policy. The App Store Provider and certain third-party software components integrated into the App may collect and process information about you and your device as described in the Vanilla Privacy Policy and in the App Store Provider’s privacy policy. Vanilla does not control, and is not responsible for, the data practices of any App Store Provider. Vanilla does not track your activity across other companies’ apps or websites for advertising purposes, and, to the extent any such tracking would occur, Vanilla will request your permission where required by the applicable platform.

22. Dispute Resolution; Agreement to Arbitrate

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

a. Informal dispute resolution procedure. If a dispute arises between you and Vanilla, we are committed to working with you to reach a reasonable resolution. For any such dispute, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account to the following email address: legal@justvanilla.com. For any dispute that Vanilla initiates, we will send our written description of the dispute to the email address associated with your Vanilla account. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. If the dispute is not resolved within sixty (60) days after receipt of the written description of the dispute, you and Vanilla agree to the further dispute resolution provisions below.

The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

b. Mutual arbitration agreement. You and Vanilla agree that all claims, disputes, or disagreements that may arise out of the interpretation or performance of these Terms (including their formation, performance, and breach) or payments by or to Vanilla, or that in any way relate to the provision or use of the Services, your relationship with Vanilla, or any other dispute with Vanilla, shall be resolved exclusively through binding arbitration in accordance with this Section 22 (collectively, the “Arbitration Agreement“). This includes claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth in Section 22 (j) and (k). This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA“) in all respects and evidences a transaction involving interstate commerce. You and Vanilla expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Arbitration Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply.

Except as set forth in this Section 22 (b), the arbitrator or arbitration body, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of the Terms and this Arbitration Agreement, including, but not limited to any claim that all or any part thereof are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator or arbitration body shall be empowered to grant whatever relief would be available in a court under law or in equity.

Notwithstanding the parties’ decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

You and Vanilla agree to submit to the personal jurisdiction of any federal or state court in Delaware in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

Except as set forth in Section 22 (c) below, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.

THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND VANILLA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

c. Class arbitration and collective relief waiver. YOU AND VANILLA ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT OTHERWISE IN THIS SECTION 22 (c) AND (g) BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER CONSOLIDATED ACTION AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS VANILLA PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING.

If there is a final judicial determination that either the Class Arbitration Action and Collective Relief Waiver or the provisions in Section 22 (g) are not enforceable as to a particular claim or request for relief, then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Vanilla from participating in a class-wide settlement of claims.

d. Arbitration rules. The arbitration will be administered by National Arbitration and Mediation (“NAM”) and resolved before a single arbitrator. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider, but in no event shall any arbitration be administered by the American Arbitration Association. Except as modified by this “Dispute Resolution” provision, NAM will administer the arbitration in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions. The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation’s Commercial Dept at commercial@namadr.com.

e. Initiating arbitration. Only after the parties have engaged in a good-faith effort to resolve the dispute in accordance with the Informal Dispute Resolution Procedure provision, and only if those efforts fail, then either party may initiate binding arbitration as the sole means to resolve claims using the procedures set forth in the applicable NAM rules. If you are initiating arbitration, a copy of the demand shall also be emailed to legal@justvanilla.com. If Vanilla is initiating arbitration, it will serve a copy of the demand to the email address associated with your Vanilla account. The arbitrator has the right to impose sanctions in accordance with the NAM rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by these Terms.

f. Arbitration location and procedure. The arbitration shall be conducted in the State of Delaware, unless you and Vanilla otherwise agree or unless the designated arbitrator determines that such venue would be unreasonably burdensome to any party, in which case the arbitrator shall have the discretion to select another venue. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and Vanilla submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.

Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and Vanilla (and each of the parties’ authorized representatives and agents), and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).

g. Batch arbitration. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (or another arbitration provider selected in accordance with Section 22 (d) if NAM is unavailable) against Vanilla within reasonably close proximity (“Mass Filing“), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM (or another arbitration provider selected in accordance with 22 (d) if NAM is unavailable) in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Vanilla and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with Vanilla and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Vanilla otherwise consents in writing, Vanilla does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in Section 22 (c) above and this Section 22 (g). If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled.

h. Arbitrator’s decision. The arbitrator will render an award within the time frame specified in the applicable NAM rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with Section 22(c) above and also must be consistent with the terms of the “Limitation of Liability” section of these Terms as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.

i. Fees. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in Section 22(g)), provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Section 22 while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

j. Right to opt-out of the Arbitration Agreement. IF YOU DO NOT WISH TO BE BOUND BY THE “ARBITRATION AGREEMENT” AS SET FORTH IN THIS “DISPUTE RESOLUTION” SECTION 22, THEN: (1) you must notify Vanilla in writing within thirty (30) days of the date that you purchased Vanilla Services or otherwise become subject to this Arbitration Agreement (or any subsequent changes to the provisions of the section titled “Dispute Resolution”); (2) your written notification must be mailed to Vanilla at 777 108th Ave. NE, Suite 1650, Bellevue, WA 98004, Attn: Legal Department or emailed to legal@justvanilla.com and (3) your written notification must include (a) your name, (b) your address, (c) the date you purchased the Services, if applicable and (d) a clear statement that you wish to opt out of this Arbitration Agreement. Vanilla will continue to honor any valid opt outs if you opted out of arbitration in a prior version of these Terms pursuant to the requirements set forth in that version. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of these “Dispute Resolution” provisions by you and Vanilla.

k. Changes. Vanilla will provide thirty (30) days’ notice of any changes to this “Dispute Resolution” section, by posting the change on Vanilla’s website, or providing any other notice in accordance with legal requirements. Any such changes will go into effect 30 days after Vanilla provides this notice and apply to all claims not yet filed. If you reject any such changes by opting out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If Vanilla changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you agree that your continued use of the Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out by providing notice as described in Section 22(j).

23. Miscellaneous

These Terms shall be governed by the laws of the state of Delaware and, without reference to its conflict of law principles, except to the extent that any such law is inconsistent with the FAA, in which case the FAA controls. The United Nations Convention on Contracts for the International Sale of Goods is not applicable to these Terms.

North Carolina consumers. The disclaimer of warranties in Section 17 and the limitations of liability in Section 18 do not apply to purchasers of Services located in North Carolina. Arbitration pursuant to Section 22 involving North Carolina consumers will take place in North Carolina or any other mutually agreed-upon location. Vanilla Technologies Inc.’s address is 777 108th Ave. NE, Suite 1650, Bellevue, WA 98004.

These Terms are severable. Should any portion of these Terms be rendered void, invalid, or unenforceable by any court of competent jurisdiction, the remaining provisions shall nevertheless be binding upon the parties.

These Terms survive expiration or termination of these Terms. Any provision of these Terms that by its nature would extend beyond its expiration or termination shall remain in effect in perpetuity or until fulfilled.

This is the entire agreement between the parties. These Terms constitute the sole and entire agreement of the parties with respect to the subject matter of these Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

We may amend or clarify these Terms in accordance with Section 1. Any amendment or clarification to these Terms, and the effect of your continued use of the Services following such amendment or clarification, is governed exclusively by the provisions of Section 1 (Terms Overview), and, in the event of any conflict between this Section and Section 1 regarding amendments, Section 1 controls. References to the Website include any successor website.

Only Vanilla may assign these Terms. Vanilla may assign or transfer these Terms, in whole or in part, without restriction or notice. You may not, directly or indirectly, assign all or part of your rights or obligations under these Terms to any other person or entity without first obtaining the written permission of Vanilla, which may be granted or withheld in its sole discretion. Any purported assignment without Vanilla’s prior written approval shall be null and void. These Terms will be binding on and inure to the benefit of the parties and (as permitted and applicable) their respective successors, heirs, executors, legal representatives, affiliates, and authorized assigns.

CONTACT INFORMATION

You may contact us at any time. If you have any questions, complaints, would like to provide feedback, or would like more information about Vanilla, please feel free to email us at help@justvanilla.com.

SERVICE-SPECIFIC TERMS

VANILLA ATTORNEY NETWORK

Your Professional may make the Vanilla Attorney Network available to you. You may use the Vanilla Attorney Network Services to connect with an Independent Attorney (as defined herein) solely as part of an Independent Attorney Legal Engagement as defined herein.

The Vanilla Attorney Network consists of independent attorneys and law firms, connectivity to which Vanilla offers solely as a resource to customers.

Users can choose to directly engage an Independent Attorney through the Vanilla Attorney Network for personalized legal advice and help with completing and managing their estate plans. If you formally engage an Independent Attorney to provide legal services or advice, such engagement shall be an “Independent Attorney Legal Engagement” under these Terms of Service. It is your responsibility to understand the scope of the Independent Attorney’s representation of you, and related fees, and to sign an engagement letter directly with the Independent Attorney. You understand and agree that your only attorney-client relationship is with the Independent Attorney, and there is no attorney-client relationship between you and Vanilla. Vanilla is not providing any legal services to you.

The work an Independent Attorney performs for you may involve editing Documents generated by Vanilla Document Builder, or creating bespoke documents without use of Vanilla Document Builder.

You are under no obligation to use an Independent Attorney with whom you connect through the Vanilla Attorney Network. You are also free to consult or engage your own attorney to create documents for you outside of Vanilla Document Builder.

Vanilla is not a party to any agreement or relationship between you and the Independent Attorney, which will be governed by your agreement with the Independent Attorney directly in accordance with the Independent Attorney’s regular business practices. To the extent that Vanilla has an agreement with the Independent Attorney, you are not permitted to rely on that agreement or deemed to be a beneficiary of that agreement.

The Independent Attorney is responsible for checking for conflicts with you. The data that you input into the Services, and the Documents, may be shared with the Independent Attorney to facilitate your conversations and work with them. Please consult the Vanilla Privacy Policy for more information about the sharing of your information with an Independent Attorney.

VANILLA PROVIDES INFORMATION AND SOFTWARE ONLY. VANILLA IS NOT A “LAWYER REFERRAL SERVICE” AND DOES NOT PROVIDE LEGAL ADVICE OR ANY LEGAL REPRESENTATION. VANILLA IS NOT A LAW FIRM OR A SUBSTITUTE FOR AN ATTORNEY OR LAW FIRM. VANILLA DOES NOT ENDORSE OR RECOMMEND ANY ATTORNEY OR MAKE ANY WARRANTY AS TO THE QUALIFICATIONS OR COMPETENCY OF ANY ATTORNEY.