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Business Terms & Conditions

Effective Date: December 1, 2022

Welcome to Valtio Inc. (“Valtio,” “we,” “our,” or “us,” as the context provides). Valtio owns and operates the website located at: www.valtio.io, and the related mobile application (the “App”) (our website and Apps are collectively referred to as our “Platform”). 

 

These Terms of Service (hereinafter, these “Terms”) constitute a legally binding agreement made by and between Valtio and the business entity using our Platform (the “Business”) and is entered into by you, as the legally authorized representative of such Business (hereinafter, “you”). These Terms govern your use of the Platform and the services offered through our Platform (collectively, our “Services”). Please read these Terms carefully.

 

BY USING OUR PLATFORM AND REGISTERING FOR A BUSINESS ACCOUNT, YOU REPRESENT TO VALTIO THAT YOU HAVE FULL AUTHORITY TO ENTER INTO LEGALLY BINDING AGREEMENTS ON BEHALF OF THE BUSINESS. 

BY ACCESSING OR USING ANY PART OF OUR PLATFORM, YOU, ON BEHALF OF THE BUSINESS, HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE OUR PLATFORM.

INTERNET TECHNOLOGY AND THE APPLICABLE LAWS, RULES, AND REGULATIONS CHANGE FREQUENTLY.  VALTIO RESERVES THE RIGHT TO MAKE CHANGES TO THESE TERMS, AT ANY TIME, FOR ANY REASON. YOUR CONTINUED USE OF OUR PLATFORM AFTER THE MOST RECENT EFFECTIVE DATE LISTED ABOVE CONSTITUTES THE BUSINESS’ ASSENT TO ANY NEW OR MODIFIED VERSION OF THESE TERMS AS AVAILABLE HERE.

 

1. Terms Related to Business Use of Our Platform.

(a) Eligibility.  If you use or access our Platform, you represent and warrant that: (i) the Business is a validly registered business entity; (ii) you are able to form a legally binding contract for the Business; (iii) you have the power and authority to enter into these Terms on Behalf of the Business; and (iv) you accept the terms and conditions of herein. If you do not agree to or meet the eligibility requirements herein, you may not use the Platform or register a Business Account. 

(b)        Prohibited Conduct.  In your use of our Platform, you may not:  

  • submit or upload material that is unlawful, fraudulent, criminal in nature, obscene, defamatory, libelous, threatening, harassing, hateful, pornographic, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate for our Platform; 

  • infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any party; 

  • disrupt or interfere with the security or use of the Platform, or any websites linked to the Platform; 

  • interfere with or damage our Platform, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; 

  • impersonate another person or entity, misrepresent your affiliation with any person or entity, or use a false identity; 

  • attempt to obtain unauthorized access to our Platform; 

  • submit false or misleading information; 

  • violate any law, rule, or regulation; 

  • engage in any activity that interferes with any party’s ability to use or enjoy our Platform;

  • assist or encourage any third-party in engaging in any activity prohibited by these Terms;  

  • modify, reproduce, perform, display, republish, post, transmit, participate in the transfer or sale of, translate, copy or create derivative works of, or in any other way exploit or utilize our Platform, or any part, feature, function or user interface thereof, except as expressly permitted herein; 

  • access any Services in order to build a competitive product or service; 

  • decompile, disassemble, or reverse engineer our Platform, or reduce our Platform to human-perceivable form; 

  • attempt to remove, modify or obscure any proprietary notices on the Platform; 

  • have any right to receive the code for the Platform; or 

  • harvest or collect information or data regarding other users of the Platform. 

(c) Compliance with Privacy Laws. Furthermore, with respect to all information, materials, and documents that users of our Platform (“Users”) share with your Business via your Business Account, you expressly agree to comply with all rules and regulations regarding privacy, personal information, and data security with respect to such information, materials and documents. 

(d) Suspension of Services.  Notwithstanding anything to the contrary in these Terms, Valtio may temporarily suspend your Business Account, or permanently revoke your access to our Platform if we reasonably determine, in our sole and absolute discretion, that you (or any other person on behalf of the Businesses) have violated any of prohibited conduct outlined in these Terms. In the event of a temporary suspension, Vatlio will use commercially reasonable efforts to provide you with written notice of the suspension, updates regarding any investigation, and your ability to dispute the suspension if applicable. Valtio will use commercially reasonable efforts to resume providing your access to the Platform and your Business Account as soon as reasonably practicable after the event giving rise to the temporary suspension is cured. Valtio shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of any temporary suspension or permanent revocation of your access to the Platform or your Business Account. 

(e) Changes to our Platform. Valtio may, in our sole discretion, change, modify, suspend, make improvements to, or discontinue any aspect of our Platform, Services, or Business Accounts, temporarily or permanently, at any time without notice. 

 

2. Business Account Registration; Passwords; and Security. 

(a) Business Account Registration.  You must create an account on behalf of the Business (a “Business Account”) to use our Services by completing the registration process on our Platform.  In doing so, you must provide Valtio with accurate and complete registration information. You must keep the information on your Business up to date and if any of this information changes, you must promptly update the information in your Business Account.  It is particularly important to keep the email address associated with your Business Account current because, although you may be able to log into your Business Account using an old email address, you will not be able to receive messages from us about your Business Account.

(b)        Passwords and Security.  During your Business Account registration, you must select a password.  You must keep this password confidential. You will be solely responsible for all use of your password, including, without limitation, any use by any unauthorized third-party. Only authorized individuals at the Business may access the Business Account. You must notify Valtio immediately if you believe the Business Account password may have been used by any unauthorized person or entity.  For security purposes, we recommend you change the Business Account password often and every time an authorized user of the Business is terminated or is otherwise no longer allowed to access the Business Account. 

Under no circumstance should you respond to a request for your password. Valtio will never ask you for the Business Account password. You must notify us immediately if you or anyone at the Business receives such a request. Valtio reserves the right to suspend or terminate your access to the Business Account if we believe that there is currently, or has been in the past, any unauthorized use of the Business Account password, or any other use in a manner that may violate the privacy rights of Valtio’s users or disrupt our Platform.

(c) No Obligation to Retain Business Account Information. Valtio is not under any obligation to retain a record of your account or your use of the Platform or any data or information that you may have stored in your account for your convenience. This does not apply to records that Valtio has agreed to store for the duration of any statutory or regulatory period. 

 

3. Subscription Services. 

(a) Subscription Payments. We offer two subscription options: either (a) month-to-month (“Monthly Subscription”); or (b) annual (“Annual Subscription”) (collectively referred to as a “Subscription”), for which you will be provided additional information regarding the term, frequency, and pricing when you register for a Business Account. Monthly Subscriptions will be billed upfront each month on the day of the month in which you signed up for the Subscription; Annual Subscriptions will be billed upfront each year on the day when you sign up for the the Subscription (each period referred to as a “Billing Cycle”). 

 

(b) Subscription Term. Your Subscription and access to your Business Account will begin on the day in which you register for a Business Account and may be canceled on the terms outlined below. 

 

(c) SUBSCRIPTIONS AUTOMATICALLY RENEW.  YOU ACKNOWLEDGE AND AGREE THAT EACH SUBSCRIPTION AUTOMATICALLY RENEWS ON A MONTH TO MONTH OR AN ANNUAL BASIS BASED ON YOUR SELECTED PACKAGE (AND AS OFFERED), UNLESS YOU CANCEL YOUR SUBSCRIPTION OR WE SUSPEND OR TERMINATE IT IN ACCORDANCE WITH THESE TERMS.

(d) Subscription Cancellation. You must cancel your Subscription within 48 hours before the end of the applicable Billing Cycle to not be billed for the upcoming Billing Cycle by using the cancellation form on our Platform or by emailing us at: support@valtio.net. You will maintain access to your Business Account until the end of the Billing Cycle for which you already paid; your cancellation will take effect at the next Billing Cycle. 

(e) Billing Cycle Changes. You may change the term of your Subscription from a Monthly Subscription to an Annual Subscription at any time. The change to your Subscription plan will take effect beginning in your next Billing Cycle. 

 

4. You Agree to Our Privacy Policy. 

You agree to the terms of our Privacy Policy located here valtio.io/privacy, which is incorporated by reference into these Terms.

 

5. Intellectual Property Matters. 

(a) Intellectual Property Rights. Valtio owns and retains all right, title and interest in and to our Platform, including, without limitation, all content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of our Platform and Business Accounts (the “Our Content”), and all of the trademarks, service marks, and logos contained therein (the “Marks”). Valtio retains all ownership of Our Content  and you will not obtain any rights therein by virtue of these Terms, your use of your Business Account, our Platform or otherwise, except as expressly set forth in these Terms.  

(b) License to Our Content.  Subject to the terms and conditions contained herein, you are hereby granted a limited, non-exclusive right to use Our Content in the normal course of your use of your Business Account, our Platform and our Services. Our Content is provided to you “as is” for your information and personal use only and may not be used, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever. 

(c) License to Use Feedback.  You grant to Valtio a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable, sublicensable license to use and incorporate into our Platform and our Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by you to  Valtio.  We will not be obligated to credit you for such feedback or hold any such feedback in confidence.

 

6. User Content; Third-Party Content and Services.

(a)        User Content.  You acknowledge and agree that the users of our Platform are solely responsible for all content that such user voluntarily shares or makes available to you via our Platform (collectively, “User Content”). Valtio shall have the sole and absolute right, but not the obligation to review, refuse to share, remove, and monitor any and all User Content to determine compliance with these Terms and any applicable law, regulation, or legitimate government request. Valtio does not assume and expressly disclaims any and all liability for any of User Content. 

(b) Third-party Content. Our Platform may contain information and content provided by third parties. Valtio has no obligation to monitor, does not endorse, and is not liable for any third-party content. In addition, our Platform may contain links to third-party websites. Valtio is not responsible for the content on any linked site or any link contained in a linked site. Valtio does not endorse or accept any responsibility for the content on such third-party sites.

(c) Third-Party Services. Third-parties may offer their services directly to you through our Platform. In such an event, you may be required to agree to the third-party’s terms of service and/or privacy policy to use or access their services. Valtio is not and will not be liable in any way for the acts or omissions of any such third-party, the terms of service or privacy policy of the third-party, or its failure to adhere to its terms of service or privacy policy, or any loss, damages, liability or expenses, including attorneys’ fees, that you may incur arising from or related to such third-party’s services or products. 

(d) App Stores. You acknowledge and agree that the availability of our App and our Services may be dependent on the third party from which you downloaded our App (each, an “App Store”), e.g., Apple App Store or Google Play Store). You acknowledge that these Terms are  between you and Valtio and not with the relevant App Store. Each App Store may have its own terms and conditions to which you must agree before downloading it. You agree to comply with, and your license to use our App is conditioned upon, your compliance with all applicable terms and conditions of the applicable App Store.

 

7. Indemnification.  

You agree to hold Valtio, and our employees, representatives, agents, attorneys, affiliates, directors, officers, managers, and shareholders (the “Indemnified Parties”) harmless from any damage, loss, cost, or expense, including without limitation, attorneys’ fees and costs, incurred in connection with any third-party claim, demand, or action (“Claim”) brought or asserted against any of the Indemnified Parties arising from, related to, or connected with: (a) your use of our Platform; (b) any breach of these Terms; and (c) any claim by any User that the Business or any of its employees, contractors, or agents violated such User’s privacy rights under any federal, state, or local privacy law or regulation. If you are obligated to provide indemnification pursuant to this provision, Valtio may, in our sole and absolute discretion, control the disposition of any Claim at your sole cost and expense.  Without limitation of the foregoing, you may not settle, compromise, or in any other manner dispose of any Claim without our consent.

 

8. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS.

(a) USER CONTENT.  VALTIO DOES NOT ENDORSE, SUPPORT, REPRESENT OR GUARANTEE THE COMPLETENESS, TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY USER CONTENT OR COMMUNICATIONS SHARED VIA OUR PLATFORM OR ENDORSE ANY OPINIONS EXPRESSED VIA ANY USER CONTENT. You understand that by using our Platform, you may be exposed to User Content that may be offensive, harmful, deceptive, inaccurate, incomplete, or otherwise inappropriate. All User Content is the sole responsibility of the individual who originated such User Content. Valtio, may not monitor or control User Content and cannot and does not take responsibility for such User Content. 

(b) PROVIDED “AS-IS”.  OUR PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VALTIO DOES NOT REPRESENT OR WARRANT THAT OUR PLATFORM OR OUR SERVICES WILL: (i) BE UNINTERRUPTED OR SECURE; (ii) BE FREE OF DEFECTS OR ERRORS, (iii) CONTAIN ACCURATE, COMPLETE, OR UP TO DATE INFORMATION; (iv) WILL MEET YOUR REQUIREMENTS; OR (v) WILL OPERATE IN THE CONFIGURATION OR WITH ANY THIRD PARTY SOFTWARE.  

(c)         WARRANTIES DISCLAIMER.  EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH IN THESE TERMS, VALTIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR OTHERWISE ARISING FROM A COURSE OF DEALING OR RELIANCE. 

(d)        LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) VALTIO WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH YOUR USE OF OUR PLATFORM OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION ON WHICH ANY SUCH CLAIM IS BASED, EVEN IF VALTIO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING; AND (ii) IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING FROM, RELATING TO, OR IN CONNECTION WITH THESE TERMS (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS RELATING TO OUR PLATFORM OR SERVICES) EXCEED THE AMOUNT THAT YOU ACTUALLY PAID TO VALTIO TO ACCESS OUR PLATFORM OR SERVICES IN THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, AND IF NO AMOUNT, THEN $100.  

 

9. You Consent to Mandatory Binding Arbitration. 

All disputes arising out of or relating to these Terms (including formation of contract, performance or alleged breach) or your use of your Business Account, our Platform or Services will be exclusively resolved under confidential binding arbitration held in New York County, New York before and in accordance with JAMS Streamlined Arbitration Rules and the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness, which will prevail over any inconsistent terms in these Terms. You may find more information regarding the rules and procedures on the JAMS website located here: https://www.jamsadr.com/consumer-minimum-standards/. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction.  To the fullest extent permitted by applicable law, no arbitration under these Terms will be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise.  Notwithstanding the foregoing, Valtio may seek injunctive or other equitable relief in a state or federal court located in New York County, New York to enforce these Terms or prevent an infringement of a third party’s rights.  In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court.

 

10. WAIVER OF CLASS ACTION RIGHTS.  

BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE.  ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY.

 

11. 1 Year Limitation of Actions.  

You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with these Terms, including your use of our Platform and/or Services, must be filed within 12 months after such claim or cause of action arises, or forever be barred. 

12. Miscellaneous Terms.

Any disputes arising out of or in connection with these Terms shall be governed by the laws of the State of Delaware, without regard to any conflict of laws principles that would require the application of the law of any other jurisdiction. These Terms constitute the entire agreement between you and Valtio regarding the subject matter herein. These Terms are binding upon each party hereto and its successors and permitted assigns. The provisions of the Convention on the International Sale of Goods (CISG) do not apply to these Terms. You may not assign or transfer these Terms or any of your rights and obligations hereunder without Valtio’s prior written consent. Any failure or delay to exercise any right, power, or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.  If any term herein is held to be unenforceable, such unenforceability shall not affect the enforceability of any other provision of these Terms, all of which shall remain in full force and effect. 

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