Terms and Conditions.

Effective July 21, 2026. These Terms form a binding agreement between you and Verahelm Holdings LLC, a North Carolina limited liability company (“Verahelm,” “we,” “us,” or “our”), governing the website, email-verification intake, public tools, and related communications (collectively, the “Site”). A separate signed agreement controls paid services.

1. Acceptance and authority

By accessing or using the Site, requesting or entering a verification code, checking the acceptance box, or otherwise indicating acceptance, you agree to these Terms and acknowledge the Privacy Notice. If you use the Site for an organization, you represent that you are authorized to bind that organization, and “you” includes that organization. You must be at least 18 years old and legally capable of entering a contract. If you do not agree, do not use the Site.

2. Business-use and geographic boundary

The Site is intended for adult business users located in the United States who are evaluating a possible technical engagement. Access may be denied from other countries. You are responsible for compliance with laws applicable to you, including export controls, sanctions, privacy, employment, intellectual-property, and data-use restrictions. You may not use the Site for or on behalf of a sanctioned person, prohibited jurisdiction, or unlawful purpose.

3. Public-site boundary and no confidential relationship

Do not submit confidential information, trade secrets, production code, credentials, private keys, regulated data, personal datasets, customer records, health information, financial-account data, export-controlled material, or third-party content through the Site. The public intake accepts only limited contact, consent, and scope-selection information. Site access, an email exchange, a demonstration, or a preliminary discussion does not create a fiduciary, professional-adviser, employment, partnership, joint-venture, agency, attorney-client, or confidential relationship. Confidential work begins only under a signed agreement that defines an authorized transfer method.

4. Email verification and account security

Email verification confirms control of an email address at the time of verification; it does not establish legal identity, organizational authority, creditworthiness, or entitlement to act for another person. You are responsible for safeguarding your email account, verification codes, browser session, and devices. You must promptly notify lab@verahelm.com of suspected misuse. We may expire codes, revoke sessions, require reverification, or deny access when reasonably necessary to protect the Site or others.

5. Limited license and prohibited conduct

Subject to these Terms, Verahelm grants you a limited, revocable, nonexclusive, nontransferable license to use the Site for internal evaluation of Verahelm services. You may not:

probe, scan, benchmark for attack purposes, penetrate, disrupt, overload, or bypass any security or access control;
scrape, crawl, harvest, mirror, frame, index contrary to published directives, or use automated means except ordinary search-engine indexing that follows our instructions;
reverse engineer, decompile, extract, infer, reproduce, or create derivative works from proprietary methods, software, interfaces, or nonpublic materials except where a nonwaivable law expressly permits it;
upload malware, deceptive instructions, unlawful content, or material that infringes another party’s rights;
impersonate another person, misrepresent authority, interfere with another user, or use the Site to compete unfairly;
remove proprietary notices or use Verahelm names, marks, or materials without written permission.

6. Public tools, demonstrations, and communications

Public builders, samples, visualizations, reports, and demonstrations are illustrative evaluation aids. Browser-local tools may produce planning material but do not perform an audit, certification, legal review, security assessment, or production validation. You are responsible for reviewing any output before relying on it. Communications from Verahelm are informational until incorporated into a signed agreement.

7. Services, quotations, and order of precedence

Displayed service descriptions are invitations to discuss a bounded scope, not offers that you can accept solely through the Site. Paid work begins only after authorized representatives sign a statement of work, order form, master services agreement, or other written agreement (“Service Agreement”). The Service Agreement should define authorized inputs, deliverables, exclusions, acceptance tests, fees, payment timing, schedule, dependencies, retention, confidentiality, security responsibilities, intellectual-property rights, and remedies.

If documents conflict, the following order controls: the signed Service Agreement; any incorporated data-processing or security addendum; these Terms; and public Site copy. A Service Agreement controls only the paid engagement it identifies. Purchase-order boilerplate does not modify an agreement unless Verahelm expressly signs it.

8. Pricing, payment, taxes, and changes

Unless a signed Service Agreement states otherwise, quoted fees exclude taxes, travel, paid third-party services, regulated-data handling, additional comparators, integrations, remediation, and production deployment. You are responsible for applicable sales, use, excise, withholding, and similar taxes other than taxes on Verahelm’s net income. Fees, deposits, invoicing, late charges, cancellation, rescheduling, refunds, and expenses are governed by the applicable Service Agreement. Verahelm may change its commercial terms prospectively without changing an already signed scope.

9. Customer responsibilities

You will provide accurate information; obtain all necessary rights, permissions, and consents; identify legal, safety, compliance, and production constraints; maintain independent backups; provide timely access to authorized personnel and systems; and review deliverables and decisions. You remain responsible for deployment, operations, monitoring, security, regulatory compliance, and business decisions unless a signed Service Agreement expressly assigns a specific responsibility to Verahelm.

10. Evaluation limits and no guaranteed result

Technical evaluation is bounded by the agreed workload, fixtures, environment, versions, data quality, assumptions, and acceptance criteria. Results may not generalize outside that boundary. No speedup, savings, accuracy level, compatibility, availability, profitability, certification, regulatory outcome, fitness, or successful implementation is guaranteed. A valid outcome may be a go, repair, stop, inconclusive, or further-test recommendation. Outputs are not legal, medical, financial, accounting, insurance, safety-critical, or other regulated professional advice.

11. Intellectual property and feedback

Verahelm and its licensors retain all rights in the Site and in Verahelm’s pre-existing or independently developed software, templates, methods, evaluation routes, know-how, trade secrets, generalized improvements, and tools (“Verahelm Materials”). No license is granted by implication, estoppel, or otherwise. Rights in paid deliverables are determined solely by the applicable Service Agreement.

If you voluntarily provide nonconfidential suggestions or feedback about the Site, you grant Verahelm a perpetual, worldwide, irrevocable, royalty-free right to use and incorporate that feedback without restriction or attribution. This does not grant Verahelm rights in confidential customer data submitted under a Service Agreement.

12. Privacy, security, and monitoring

Our Privacy Notice describes public-intake data practices. We may use access controls, automated abuse detection, rate limits, security telemetry, and service-provider logs to protect and operate the Site. Security controls reduce risk but do not make any system immune from every attack. You must not treat the Site as a repository or secure transfer portal. Additional security or data-processing commitments apply only when stated in a signed agreement.

13. Third-party services and links

The Site may depend on or link to third-party infrastructure, email, security, analytics, or hosting services. Third parties control their own services and terms. Verahelm is not responsible for third-party content, outages, acts, omissions, or policy changes, but this sentence does not limit obligations Verahelm expressly accepts in a signed Service Agreement.

14. Availability, modification, and beta features

The Site is provided on an “as available” basis. We may modify, suspend, restrict, or discontinue any public feature; correct errors; impose limits; or change access requirements without liability. Experimental, preview, beta, and limited-availability features may be incomplete or change materially. We do not promise uninterrupted, error-free, or permanently available access.

15. Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND ALL PUBLIC MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. VERAHELM DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SECURITY, AND RESULTS. NO ORAL OR WRITTEN INFORMATION CREATES A WARRANTY UNLESS EXPRESSLY INCLUDED IN A SIGNED SERVICE AGREEMENT. Some jurisdictions do not permit certain disclaimers, so nonwaivable rights remain unaffected.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERAHELM HOLDINGS LLC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, BUSINESS, DATA, USE, OR GOODWILL; BUSINESS INTERRUPTION; OR THE COST OF SUBSTITUTE SERVICES, ARISING FROM OR RELATED TO THE SITE, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEIR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US $100) OR THE AMOUNT YOU PAID VERAHELM SPECIFICALLY FOR SITE ACCESS DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. This section does not limit liability that cannot lawfully be limited. Liability for paid services is governed by the applicable Service Agreement.

17. Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Verahelm Holdings LLC and its members, managers, officers, employees, contractors, and affiliates from third-party claims, damages, judgments, penalties, losses, and reasonable legal fees arising from your unlawful or unauthorized Site use; your breach of these Terms; your content or materials; your infringement or violation of another party’s rights; or your misrepresentation of authority. Verahelm will provide reasonable notice and may control the defense with counsel of its choice. You may not settle a claim in a manner that admits fault by or imposes obligations on a protected party without written consent.

18. Suspension, termination, and deletion

Verahelm may immediately block or terminate access for suspected abuse, security risk, legal exposure, nonpayment under a Service Agreement, or violation of these Terms. You may stop using the Site at any time. A verified user may use DELETE ACCESS to remove public-site email, consent, and active-session records held by this service, subject to backups, security records, and information retained as required by law or a separate contract. Sections that by their nature should survive—including intellectual property, disclaimers, liability limits, indemnification, disputes, and general terms—survive termination.

19. Disputes, arbitration, and class-action waiver

Before filing a claim, the complaining party must send a written notice describing the dispute and requested relief to lab@verahelm.com and allow 30 days for a good-faith informal resolution. These Terms and any dispute arising from the Site are governed by North Carolina law, without regard to conflict-of-law principles, and the Federal Arbitration Act governs this arbitration provision.

Except for an eligible small-claims action or a request for injunctive relief concerning intellectual property, confidentiality, security, unauthorized access, or misuse, any unresolved dispute will be resolved by confidential, binding, individual arbitration before one arbitrator under the American Arbitration Association Commercial Arbitration Rules. The proceeding may be conducted remotely or in North Carolina. The arbitrator may award relief available in court on an individual basis and must issue a reasoned written decision.

YOU AND VERAHELM WAIVE TRIAL BY JURY AND AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION. If the class waiver is found unenforceable for a particular claim, that claim must proceed in a state or federal court in North Carolina and not in arbitration. You may opt out of arbitration by emailing lab@verahelm.com within 30 days after first accepting this version, stating your name, acceptance email, and an unequivocal request to opt out. Opting out does not affect the remaining Terms.

20. Electronic communications

You consent to receive transactional communications electronically, including verification codes, security notices, legal notices, and service communications. You may withdraw from optional marketing separately. You are responsible for maintaining a working email address and copies of records needed for your business.

21. Changes to these Terms

We may update these Terms prospectively by posting a new effective date. When a change is material to verified access, we may require a new affirmative acceptance and reverification. Changes do not retroactively alter a signed Service Agreement. Continued use after the effective date constitutes acceptance where permitted by law.

22. General terms

These Terms and the incorporated Privacy Notice are the entire agreement for the public Site. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue. Failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; Verahelm may assign them in connection with a merger, reorganization, financing, asset transfer, or by operation of law. Verahelm is not liable for delay caused by events beyond reasonable control. Headings are for convenience, “including” means “including without limitation,” and electronic copies are admissible as originals.

23. Contact

Questions, legal notices, security reports, and arbitration opt-outs may be sent to lab@verahelm.com. Privacy requests may be sent to privacy@verahelm.com.