User Agreement and Terms

Valid as of July 3, 2024

Summary of the Agreement:

Welcome! This User Agreement and Terms (“Terms”) constitutes a contract between you and Valora Inc. (the “Company” or “Valora”, and includes all affiliates and subsidiaries where applicable) and applies to your use of any Valora products or services, including the self-custody (non-custodial) digital wallet application and other features (“Valora wallet”), technologies and functionalities offered by the Company to you the Valora wallet and/or its website, app, or through other means (the “Valora Services”). The Valora Services are provided to you subject to these Terms as well as the Valora Privacy Policy available at valora.xyz/privacy, incorporated into these Terms in their entirety by this reference. Unless otherwise precluded by applicable law, these Terms take precedence in the event of any conflict with the Valora Privacy Policy or any other terms available at valoraapp.com. Valora may, in its sole discretion, modify or revise these Terms at any time, and you agree by your continued use of the Valora Services to be bound by such modifications or revisions. You should periodically review the most up-to-date version, as your continued use of the Valora Services constitutes your acceptance of such changes.

BEFORE USING THE VALORA SERVICES, PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING, BROWSING, USING AND/OR REGISTERING WITH THE VALORA SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE GUIDELINES, AND ANY FUTURE MODIFICATIONS. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE VALORA SERVICES.

Modification of the Terms. Valora reserves the right, at our discretion, to change, modify, add or remove portions of these Terms. We will notify you of such changes through any of a variety of means, including a change to the “Valid as of” date set forth above and other reasonable means to be determined at our discretion. Please check these Terms periodically for changes. Your continued use of the Valora Services after the posting of changes constitutes your binding acceptance of such changes.

Compatibility Notice: Valora is designed to work on mobile phone devices with iOS 14.5 or later and Android 7.0 (API level 24) or later. Valora is designed to function in portrait mode only and is not optimized for tablets. Further, you are soley responsible for any data or messaging fees particular to your device(s) and/or carrier(s).

1. Eligibility: You must be at least 18 years old and be able to form legally binding contracts to use Valora Services. If you accept these Terms as an individual, you are accepting and undertaking that you are at least 18 years of age. Further, if you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. If you do not have such authority or do not agree to be bound by these Terms, you may not access or use Valora Services. You may only use Valora Services if permitted under the laws of your jurisdiction. Valora may, with or without prior notice, at any time, modify or discontinue, temporarily or permanently, the Valora Wallet and any portion of Valora Services as a result of new, or changes to existing, laws, rules and regulations in your jurisdiction. Please make sure that your use of the Valora Services are in compliance with all laws, rules, and regulations that apply to you. Valora may refuse to let certain people/entities or devices access or use Valora Services and reserves the right to change these eligibility criteria at any time.

2. CONSUMER NOTICE! Risk of financial loss: Users are able to access, send and manage multi-chain blockchain-based assets (“Digital Assets”) through a Valora wallet. Digital Assets are part of a new asset class and present a risk of financial loss (i.e. you might lose all value you place in Digital Assets), and you should thus carefully consider your financial circumstances and tolerance for financial risk, and seek independent advice before purchasing any such Digital Assets or using the Valora Services. Digital Assets include so called “stablecoins” and tokens with more volatile values. Please note that stablecoins may be subject to the same volatility and risks associated with other digital assets. You agree and understand that your access and use of stablecoins, along with any other Digital Assets that are, were and/or may become accessible through the Valora wallet, are at your own risk.

3. Limitations of Liability: Valora Services allow you to interact directly with various blockchains and protocols while you retain custody of, remain in full control of, and always remain soley responsible for, your own digital keys and assets. AS AN UNHOSTED, NON-CUSTODIAL WALLET WHERE YOU ARE SOLELY RESPONSIBLE FOR YOUR ACTIONS, DIGITAL KEYS AND ASSETS, YOU UNDERSTAND THAT THE VALORA SERVICES ARE CURRENTLY NOT REGULATED BY ANY FINANCIAL AUTHORITY AND THE DIGITAL ASSETS THAT YOU MAY STORE, SWAP, EXCHANGE, AND/OR TRANSFER USING VALORA SERVICES ARE NOT COVERED OR UNDERWRITTEN BY ANY ISSUER, INSURER, GOVERNMENT, OR CENTRAL AUTHORITY.

VALORA’S LIABILITY RELATED TO AND/OR ARISING FROM YOUR USE OF THE VALORA SERVICES IS LIMITED TO THE PRICE YOU PAID TO DOWNLOAD THE APPLICATION. YOU AND VALORA AGREE THIS IS A FAIR AND REASONABLE LIMIT ON THE LIMIT OF VALORA’S LIABILITY RELATED TO OR ARISING FROM YOUR USE OF THE VALORA SERVICES AND IS REFLECTED IN THE CONDITIONS UNDER WHICH YOU ARE ABLE TO DOWNLOAD AND USE THE VALORA SERVICES SUCH THAT THE VALORA SERVICES WOULD NOT OTHERWISE BE AVAILABLE IF THIS LIMIT ON VALORA’S LIABILITY WAS HIGHER OR DID NOT EXIST.

IN NO EVENT WILL VALORA AND/OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE VALORA SERVICES AND/OR THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, LOST DATA, BUSINESS INTERRUPTION, AND/OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S AND/OR ITS AFFILIATES’ REMEDY(IES) OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

When you access certain Valora Services, you will be able to create a Valora wallet to perform a variety of actions with Digital Assets. You will be requested to verify your phone number, but you do not, and will not, create an account with Valora or any other entity. You will not give Valora control or access to any of your Digital Assets, and your Digital Assets are not held by Valora, but are on the applicable blockchain and ‘viewed’ and accessible through Valora Services. You agree that Valora has no liability for or control over your Digital Assets. Digital Assets may also be considered virtual currencies.

From time to time, as a user of the Valora Services, you may be granted tokens (“Points”) by virtue of downloading the application, taking actions within the application and/or holding certain Digital Assets.

Points are tokenized loyalty rewards granted by Valora, but deployed on chain and owned by you. Points are not transferable. Points are not redeemable. Points are collectibles. If you do not wish to participate in Points, please discontinue your use of Valora Services. We shall have no obligation to make Points available to all users and we make no recommendation or provide any advice about the value or utility of any Points or points program.

VALORA DOES NOT COLLECT OR HOLD YOUR PRIVATE KEYS, AND VALORA CANNOT ACCESS WALLETS, RECOVER KEYS, PASSWORDS, OR OTHER INFORMATION. VALORA CANNOT RESET PASSWORDS OR REVERSE TRANSACTIONS. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE VALORA SERVICES, INCLUDING, WITHOUT LIMITATION, FOR STORING, BACKING-UP, AND MAINTAINING THE CONFIDENTIALITY OF YOUR KEYS, PASSWORDS, AND INFORMATION, AND FOR THE SECURITY OF ANY TRANSACTIONS YOU PERFORM USING THE VALORA SERVICES. EXCEPT AS OTHERWISE SET FORTH HEREIN, YOU EXPRESSLY RELIEVE, RELEASE AND INDEMNIFY VALORA FROM AND AGAINST ANY AND ALL LIABILITY AND/OR LOSS ARISING FROM YOUR USE OF VALORA SERVICES.

CONSUMER NOTICE! Users interacting with Digital Assets should be aware that Digital Assets involve risks, including the risk of loss of some or all assets. Losses are not insured, and you assume responsibility for all losses. You are advised to exercise caution, conduct research, and not to transact more than you can afford to lose. If your country of residence has enacted currency control measures, you should consult with your advisors, which Valora is not, if transactions you make through Valora comply with such regulations.

4. Your Responsibilities: You are fully responsible for any and all activities that occur with your use of the Valora Services, and you accept that any transaction, transfer, or contract which you may enter into with any other user of Valora Services or third party shall be a private arrangement between you and that person/entity. Valora shall not be responsible for, nor a party to, such arrangements and all responsibility for settling any disputes arising from the same shall be solely yours. You accept that Valora shall have no responsibility for verifying the identity of persons/entities to whom you may transfer Digital Assets using Valora Services. Valora will not be liable for any loss or damage arising from your failure to comply with these Terms.

When using Valora Services, you are strongly advised to take necessary precautions in order to avoid loss of access to and/or control over your Valora wallet. Once transaction details have been submitted to the applicable blockchain or protocol via Valora Services, Valora cannot assist you to cancel or otherwise modify your transaction. Valora has no control over blockchains or protocols and does not have the ability to facilitate any cancellation or modification requests.

You acknowledge and agree that you are solely responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), secret keys or any other codes that you use to access Valora Services (“Your Credentials”). Any loss or compromise of Your Credentials may result in unauthorized access to your Digital Assets by third-parties and the loss or theft of such Digital Assets. Valora assumes no responsibility for any loss that you may sustain due to compromise of Your Credentials.

You shall have no recourse against the Company, its subsidiaries, affiliates, employees, agents, directors and/or officers for any liabilities, risks, losses, damages, fees, fines or other amounts incurred by you and/or any of your affiliates as a result of the use, holding, resale, transfer and/or distribution of any Digital Assets.

You must ensure that you have an adequate balance in your Valora wallet and/or gas to complete transactions before initiating a transaction. You acknowledge and agree that Valora will not be liable for any failed transactions due to insufficient funds or gas associated with your Valora wallet.

You will not and may not violate any laws when using Valora Services, including any local, provincial, state, federal, national, or international laws that may apply to you. You agree that you will not use Valora Services to pay for, support, or otherwise engage in any illegal activities including, but not limited to, illegal gambling, child labor, fraud, human trafficking, money laundering, or terrorist activities. You further agree not to encourage or induce any third party to engage in any such activities using any Valora Services. Any such activity detected by, or reported to, Valora may be reported to relevant authorities pursuant to the Company’s compliance policies.

You will not use or attempt to use another user’s Valora wallet without authorization or use Valora Services in any manner that could interfere, disrupt, negatively affect, or inhibit other users from fully enjoying it.

You will not distribute any virus or other harmful computer code through any Valora Services. You also agree not to take any action that may impose an unreasonable or disproportionately large load on Valora or any of its related third-party providers’ infrastructure.

You will not bypass, circumvent, or attempt to bypass or circumvent any measures that Valora may use to prevent or restrict access to Valora Services. Any use of Valora Services other than as specifically authorized in these Terms, without prior written permission from Valora, is strictly prohibited. Valora reserves its right to terminate your user status and use of all Valora Services if you misuse Valora, the Valora Services or website(s), and/or violate these Terms.

Digital Assets are not legal tender, and are not backed by any government nor subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections, or other such similar regulations.

Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currencies. Transactions in virtual currencies may be irreversible and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.

Some virtual currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the transaction is initiated.

The value of virtual currencies may be derived from the continued willingness of market participants to exchange fiat currency for virtual currencies, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear. There is no assurance that a person who accepts virtual currencies as payment today will continue to do so in the future.

The volatility and unpredictability of the price of virtual currencies relative to some fiat currencies may result in significant or total loss over a short period of time. And the nature of virtual currency may lead to an increased risk of fraud or cyber-attack.

5. Valora Responsibilities: Valora is not a regulated financial institution and does not provide or offer insurance cover to users. Digital Assets may be ascribed value by third parties (either by way of a cash valuation, or a valuation expressed in virtual currencies). Valora makes no representations or warranties about any valuation ascribed to the Digital Assets, which depend entirely on the opinions of third parties. Valora shall have no liability for any fluctuations in the value of the Digital Assets. Valora shall not be obliged to repurchase Digital Assets held in the Valora wallet nor to redeem such Digital Assets for cash. Valora does not guarantee or offer its users any returns or profits in connection with or arising from Digital Assets.

6. Fees: Blockchains, distributed ledgers and decentralized networks may assess or require transaction fees for your activities or transactions with these blockchains, ledgers or networks. Please check their fee schedules prior to conducting any activities or transactions with them. Valora does not currently charge any fees for the Valora Services pursuant to these Terms. However, Valora reserves the right to do so in the future and, in such case, any applicable fees will be displayed prior to you using any service to which a fee applies.

7. Taxes & Regulatory Approvals: It is your sole responsibility to determine whether, and to what extent, any taxes or regulatory (including exchange control) approvals apply to any transactions you conduct through Valora and/or using the Valora Services, including any assets received through Rewards Programs. Valora is not responsible for any taxes or regulatory approvals that you may be legally obligated to pay or obtain in any jurisdiction in which such taxes or regulations are incurred or arise. You agree (i) that Valora is not responsible for determining whether taxes or regulatory approvals apply to you or for collecting, reporting, withholding, or remitting any taxes or seeking any regulatory approvals arising from any virtual currency transactions and (ii) to defend, indemnify and hold Valora harmless for any costs, fees, liabilities or any amounts that may be incurred that arise from or relate to your failure to comply with your obligations. We suggest you analyze the tax enforcement with your accounting advisors.

8. Compliance with Applicable Laws: You agree to use the Valora Services in compliance with all applicable laws, rules, regulations, and orders in all relevant jurisdictions (collectively, “Laws”). Without limiting the foregoing, you represent and warrant that you will not violate: (i) any applicable domestic or foreign Laws related to Anti-Money Laundering and anti-terrorist financing requirements; (ii) applicable sanctions Laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control; and (iii) applicable export restrictions or other Laws, including United States Export Administration Regulations, as well as end user, end use, and destination restrictions which may be issued by the United States and other governments.

User further represents and warrants that it: (a) is not owned or controlled by any individual or entity subject to any sanctions administered or enforced by OFAC; (b) is not located, organized, or resident in any country that is the target of any of the several economic sanctions programs administered by OFAC (31 C.F.R. Parts 500 through 598) such as in Cuba, Iran, North Korea, Syria, or the Crimea, Luhansk, or Donetsk Regions of Ukraine; (c) will not use Valora products and services in connection with any business in any of the above regions; and (d) will not use, transfer, or provide access to Valora products or services to any sanctioned party or party located in a sanctioned jurisdiction; and (e) will not use the Valora app to transact with sanctioned parties on the blockchain.

9. U.S. Department of the Treasury’s Specially Designation Nationals and Blocked Persons (“SDN”) List: By using the Valora Services you represent and warrant that you are not an individual or entity that is, or an entity owned or controlled by persons or entities that are, (i) the subject of any sanctions administered or enforced by the United States, including the SDN List and Sectoral Sanctions Identifications List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union and the relevant sanctions authorities of each of its member states, the United Kingdom’s Her Majesty’s Treasury, or any other governmental authority with jurisdiction over Valora or the Valora Services; (ii) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, or Luhansk regions of Ukraine. You further represent that you will not use, sell, transfer, permit access to, export, re-export, or otherwise provide the Valora Services to, on behalf of, or for the benefit of any person or entity listed in clauses (i) through (iii) above or otherwise in violation of law nor will you use the Valora app to transact with sanctioned parties on the blockchain. Valora may cease to provide the Valora Services to you for any reason, and with no notice, if it determines that you have violated any of the above representations. You understand and consent that Valora may be legally required to detain, to deny your access to, and to report to one or more governmental authorities, such of your property or property interests as are in Valora’s possession or control in the event of certain sanctions imposing these obligations. These representations, covenants, and obligations are continuing and you agree to notify Valora immediately in writing if your status under any of the above covenants changes.

10. CONSUMER NOTICE! Disclaimer & Limitation of Liability: YOUR USE OF VALORA SERVICES IS AT YOUR OWN RISK. ALL VALORA SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER VALORA NOR ITS EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS AND AGENTS NOR ANY PERSON OR ENTITY ASSOCIATED WITH THE FOREGOING (the “Valora Parties”) MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF ANY VALORA SERVICES.

WITHOUT LIMITING THE FOREGOING, THE VALORA PARTIES DO NOT, NEITHER INDIVIDUALLY NOR JOINTLY, WARRANT THAT ANY VALORA SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE APPLICATION, SITE OR THE SERVER THAT MAKES VALORA SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT VALORA SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VALORA AND THE VALORA PARTIES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VALORA THROUGH THE VALORA SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

IN NO EVENT WILL ANY VALORA PARTY, ITS AFFILIATES OR THEIR LICENSORS IF ANY, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, VALORA SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON VALORA SERVICES OR SUCH OTHER WEBSITES, OR ANY SERVICES OFFERED THROUGH THE VALORA SERVICES OR SUCH OTHER APPLICATIONS OR WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

The limitations and disclaimers in this section do not purport to limit liability or alter your rights beyond what is permitted by applicable law. Valora’s, and the Valora Parties’, liability shall be limited to the extent permitted by law.

Access to Valora Services may not be legal by certain persons or in certain places. If you access Valora Services, you do so on your own initiative and are responsible for compliance with local laws. Valora Services may be translated into a variety of languages, but because Valora can only verify the validity and accuracy of the information provided in English, the English version of any Valora Services is the official text.

CONSUMER NOTICE! By entering into these Terms, You agree to release and hold harmless Valora, the Valora Parties and its and their respective subsidiaries, affiliates, advertising and promotion agencies, partners, representatives, agents, successors, assigns, employees, officers, and directors from any liability, illness, injury, death, loss, litigation, claim, or damage that may occur, directly or indirectly, whether caused by negligence or not, from: (i) your acceptance, possession, use, or misuse of any Valora Services; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, smartphone, cable, network, hardware, or software, or other mechanical equipment; (iii) the unavailability or inaccessibility of any transmissions, telephone, or Internet service; (iv) unauthorized human intervention in any part of Valora Services; (v) electronic or human error with the Valora Products or Services.

11. Disputes & Arbitration Agreement: Disputes between you and Valora regarding any Valora Services may be reported to customer service online through support@valoraapp.com at any time. UNLESS EXPRESSLY PRECLUDED BY APPLICABLE LAW, ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION PURSUANT TO THIS “ARBITRATION AGREEMENT”. Before either party may seek arbitration, the party must first send to the other party a written notice of dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Valora should be sent to: legal@valoraapp.com. After the Notice is received, you and Valora may attempt to resolve the claim or dispute informally. If you and Valora do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. The arbitration, including the scope of this Agreement to arbitrate and the authority of the Arbitrator, shall be decided only in accordance with the then current Commercial Arbitration Rules. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. Dollars (US $10,000) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is ten thousand U.S. Dollars (US $10,000) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in the city of San Francisco, California, unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

The United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. There are only two exceptions to this Arbitration Agreement. First, if Valora reasonably believes that you have in any manner violated or threatened to violate Valora’s intellectual property rights, Valora may seek injunctive or other appropriate relief in any court of competent jurisdiction. Second, any claim of $500 or less may, at the option of the claiming party, be resolved in small claims court in San Francisco, California if the claim and the parties are within the jurisdiction of the small claims court. For these two exceptions, you agree to submit to the personal jurisdiction of the courts located within San Francisco, California for the purpose of litigating such claims or disputes.

TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST THE COMPANY AND/OR RELATED THIRD PARTIES.

12. Privacy Policy: All use of the Valora Services is subject to the terms of its Privacy Policy and applicable privacy laws. By accepting these Terms, you represent that you have consented to Valora’s Privacy Policy. If you are required by applicable law to expressly consent separately to the Privacy Policy, you may not use the Valora Services unless you have independently read and consented to the Privacy Policy. To read the Privacy Policy, click here. Subject to the Privacy Policy, technical information about your devices and related software, hardware and peripherals is collected by Valora and used to enable improvement to products and to provide Valora Services to you. Where not precluded by applicable law, by accepting these Terms, you agree that Valora may contact you from time to time by email, telephone or SMS with information about goods or services that may be of interest to you. You will have the possibility to opt-out from such notifications and/or contacts. Valora Services may contain links to other independent third-party websites not under control of Valora, and Valora is not responsible for and does not endorse their content or their privacy policies (if any).

13. SMS Considerations and Agreement: You understand that your wireless service provider(s) may charge you for each text message, including any error message, that is sent and/or received in connection with Valora Services. It is recommended that you consult with your wireless service provider’s pricing plan for any applicable details. By using Valora Services, you are solely responsible for any wireless charges.

14. Third Parties: Valora Services may contain links to third-party websites and/or applications, or employ the use of API integrations to third-party applications, such as decentralized apps (“Dapps”), (collectively referred to as “Third-party Applications”) that are not owned or controlled by Valora. Access to and use of any Third-party Applications is at your own risk and neither Valora, nor its directors, employees, partners, agents, suppliers, or affiliates are responsible for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of monies, data, use, goodwill, or other intangible losses (including, but not limited to, attorneys’ fees), resulting from: (a) your access to or use of or inability to access or use Third-party Applications; (b) any conduct or content of the Third-party Applications; (c) the accuracy or reliability of information on Third-party Applications; (d) the acts or omissions of the operators of Third-party Applications (or their partners or affiliates); (e) any loss or damage incurred in connection with the use of any Third-party Applications; (f) any transaction you consummate in connection with your use or access of any Third-party Applications; or (g) any unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Valora has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Please be aware when you utilize these Third-party Applications, and read the terms and privacy policy of each Third-party Application that you utilize. Valora provides these links and integrations merely as a convenience, and the inclusion of such links and integrations does not imply an endorsement. By using Valora Services, you expressly release Valora from all liability arising from your use of any Third-party Applications.

Dapps: If you visit our Dapps page, you will have the ability to connect to a Dapp to discover new ways to use your cryptoand explore Web3. Dapps are offered and managed by third-parties, and are not affiliated with Valora. Valora offers access to Dapps only subject to availability and has no responsibility to eliminate any technical or other disturbances regarding functionalities of the Dapps. As discussed above, you are solely responsible for all activities regarding the usage of Dapps. Valora is not responsible for any damages you may incur as a result of your use of the Dapps.

15. Intellectual Property: In consideration for you agreeing to abide by these Terms, Valora grants you a limited, personal, non-commercial, non-exclusive, non-transferable, and revocable license to use Valora Services, subject to these terms, the Privacy Policy, and any applicable app store rules.

Valora Services have been developed under an Apache open-source license. Information regarding Valora’s current base software can be found at https://github.com/valora-inc. Valora also contains copyrighted material and trademarks including, but not limited to, text, graphics, visual interfaces, interactive features, audio, video, digital content, information, design, compilation, computer code, products, software, the selection, sequence, “look and feel,” and arrangement of items (the “Content”), which is protected by copyright law, registered and unregistered trademarks, and other intellectual property rights. Unless otherwise provided, Valora exclusively owns the Content. Your use of the Valora Services does not grant you any right, title, or interest in the Content. You agree that you will not copy, transmit, distribute, sell, license, create derivative works from, or, in any other way, exploit any of the Content, in whole or in part, and you will comply with all technology control or export laws and regulations that may apply to the technology used or supported by any Valora Service.

You acknowledge and agree that any feedback, comments or suggestions you may provide regarding Valora Services will be the sole and exclusive property of Valora, and you hereby irrevocably assign to us all of your right, title and interest in and to the foregoing. Valora reserves the right to discontinue any aspect of any Valora Service at any time.

16. Content Posted by Users: When using Valora Services, you may have the ability to post content (e.g., payment descriptions, business description, comments and/or photos). You are solely responsible for all content that you provide, post, upload or submit. Valora is not responsible for evaluating the accuracy, truthfulness, usefulness, legality, safety, morality or applicability of any content posted by users on any Valora Service. Valora does not endorse, guarantee, make representations or provide warranties regarding any such content. Valora may, in its sole discretion, reject or remove any content that violates the Community Code of Conduct or for any other reason Valora deems the content inappropriate. Valora shall have no obligation to monitor content posted, uploaded or submitted by a user, but may do so at its sole discretion. Valora is not responsible for any failure or delay in removing any such content.

Please report inaccurate, inappropriate or offensive content, policy violations or other violations to support@valoraapp.com.

17. CONSUMER NOTICE! Indemnity: You agree to defend, indemnify and hold harmless Valora, the Valora Parties and its and their respective officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from (i) your use or misuse of the Valora Services; (ii) your violation of these Terms; (iii) your violation of the rights of any other person or entity; (iv) your breach of the foregoing representations, warranties, and covenants; and (v) any unauthorized use of your account. Valora reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter giving rise to your indemnification obligations without the prior written consent of Valora. Valora will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

18. Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Valora without restriction.

19. Governing Law, Venue & Jurisdiction: To the extent the parties are permitted under these Terms to initiate litigation in court, both you and Valora agree that all claims and disputes, including statutory claims and disputes, arising out of or relating to Valora Services, including the Terms, shall be governed in all respects by the substantive law of the state of California, without regard to its conflict of law principles. Where not precluded by applicable law or pre-empted by our agreement to arbitrate above, you and Valora hereby consent to submit to the jurisdiction of the federal and state courts sitting in the city and county of San Francisco in the state of California for any actions, suits, or proceedings arising out of or relating to the Agreement, including the Terms.

YOU AND VALORA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO VALORA SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED TO THE EXTENT PERMITTED BY LAW.

20. Discontinuance of Services: Valora may, in its sole discretion with or without prior notice, and at any time, modify or discontinue, temporarily or permanently, any portion of Valora Services. You are solely responsible for storing outside of the Valora Services a backup of any wallet address and private key pair that you maintain in your Valora wallet. Maintaining an external backup of any Valora wallet address and private key pairs associated with your Valora wallet will allow you to access the blockchain upon which your Valora wallet is secured. Such a backup will allow you to fully restore your digital wallet at any time without cost or loss of your Digital Assets. If you do not maintain a backup of your wallet data outside of any Valora Services, you will not be able to access the Digital Assets associated with your wallet. Valora shall not be held responsible or liable for any loss of Digital Assets in the event that Valora discontinues or depreciates any Valora Services.

21. Entire Agreement, No Waiver & Severability: These Terms, the Privacy Policy, and any other legal notices published by Valora shall constitute the entire agreement between you and Valora concerning Valora Services. If any of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. Valora’s failure to exercise or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.

22. Force Majeure: Valora, its directors, officers, agents and employees, shall not be liable to you as a result of any delay or failure to perform its obligations under these Terms arising out of, or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, pandemic, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God or interruptions, loss or malfunctions of utilities, communications or computer software and other event amounting to force majeure.

23. Legal Notices: Under California Civil Code Section 1789.3, the user of an electronic commercial service in California is entitled to receive the following information on how to resolve a complaint regarding the service or to receive further information regarding use of the service:

Such complaints or requests may be submitted to Valora via email: legal@valoraapp.com.

Residents of Specific Countries:

Colombia

The following foreign exchange operations cannot be settled using digital assets: (1) foreign investments in Colombia and investments made by Colombian residents abroad, as well as the payment of any dividend or capital return arising from such investments; (2) disbursement and repayment of foreign indebtedness, as well as derivative transactions; or (3) the importation and exportation of goods.

Entities subject to the oversight of the Colombian Superintendence of Finance are not authorized to hold, invest in, issue, operate, negotiate or provide advice in connection with digital assets.

Philippines

THE COMPANY IS NOT SELLING OR OFFERING DIGITAL ASSETS FOR SALE IN THE PHILIPPINES AND ANY ACQUISITION OF THESE BY ANY VALORA USER IN THE PHILIPPINES DOES NOT INVOLVE ANY SALE OR OFFERING FOR SALE OF THE COMPANY OF SAID DIGITAL ASSETS TO THE VALORA USERS. YOU UNDERSTAND AND ACKNOWLEDGE THAT ANY ACQUISITION BY YOU OF DIGITAL ASSETS FROM SECONDARY MARKETS AND SOURCES IS AT YOUR OWN RISK AND FINANCIAL DISCRETION. DIGITAL ASSETS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE.

Further, Valora does not and cannot be used to operate the following Remittance Transfer Company (“RTC”) services as defined within the rules and regulations of the Philippine Central Bank (“Bangko Sentral ng Pilipinas”):

Remittance Agent. Valora does not accept fiat (i.e. USD/PHP) and does not perform (fiat) money transfer services.
Electronic money issuer services. Valora does not accept fiat (i.e. USD/PHP) and does not issue electronic money.
Virtual currency exchange services. Valora does not perform virtual currency – fiat (or vice-versa) conversions.
Foreign currency exchange services. Valora does not accept fiat (i.e. USD/PHP) and does not perform fiat-fiat conversions.

For the removal of doubt, Valora (its features, technologies and functionalities) is only available as a non-custodial digital wallet application, without prejudice to the Company’s prospective license applications (if any) with the appropriate regulatory body(ies). Any changes in its features/offerings will be communicated to you via email or the application.

Contact Information: We welcome your comments or questions about these Terms. You may contact us at legal@valoraapp.com.