Terms of Use

1. Introduction

These Terms of Use (“Terms”) govern your access to and use of the platforms, applications, APIs, interfaces, services, and websites (collectively “Services”), as well as any related content, data, software, tools, features, or functionalities therein, made available by Valence Digital, Inc. (“Valence”).

Services are offered to you conditioned upon your acceptance, without modification, of these Terms which constitute a legal agreement between you and Valence. By accessing or using Services you acknowledge that you have read, understand, and expressly agree to be bound by these Terms.

For purposes of these Terms, “user”, “you”, and “your” (collectively “identifiers”) mean you as the individual accessing Services. If you are accessing Services on behalf of an entity, then the identifiers include both you as the individual and the entity on whose behalf you are acting and you warrant and represent that you are a) an authorized representative of the entity, b) have the requisite authority to bind the entity to these Terms, and c) agree that the entity is hereby bound by these Terms.

Valence reserves the right to change or modify these Terms at any time and at its sole discretion. To the extent Valence makes a material change to these Terms, updated Terms, as indicated by the effective date, will be posted. Your access to or use of Services following such material change constitutes acceptance of the revised Terms as of the effective date. It is your sole responsibility to periodically check these Terms and remain informed of any changes thereto.

2. Eligibility

Services shall only be used by those who have the right and authority to be legally bound by these Terms. Accordingly, you warrant and represent that you are at least eighteen years old and have the full authority and ability to enter into and be bound by these Terms.

You further warrant and represent that you are not: a) subject to economic or trade sanctions administered or enforced by any governmental authority, b) designated on any list of prohibited or restricted parties maintained by any governmental organization, c) an entity organized in, or a citizen or resident of a jurisdiction or territory subject to economic sanctions by the United States.

You further warrant and represent that your access to and use of Services complies with all applicable laws and regulations and that such access or use shall not effectuate, promote, or otherwise facilitate any illegal activity.

3. Privacy

Your use of Services is subject to Valence’ Privacy Policy which is incorporated by reference herein. Please review the Privacy Policy, which provides information on our data collection practices.

4. Third Party Content

Services may contain links or content from third parties or providers not under the control of Valence. Valence is not responsible for any third party content or provider. Valence may provide you with access to third party content or providers only as a convenience and such access does not represent endorsement or association with any such content or provider.

Certain Services made available by Valence may be delivered by third parties. By using Services you hereby acknowledge and consent that Valence may share your information and data with any third party with whom Valence has a contractual relationship to provide such Services.

5. User Conduct

You are granted a non-exclusive, non-transferable, revocable license to access and use Services

strictly in accordance with these Terms. As a condition of your use of Services, you warrant and represent that you shall not use Services for any purpose that is unlawful or prohibited.

You shall not use Services in any manner which could damage, disable, overburden, negatively impact, or impair Services or interfere with any other party’s use and enjoyment of Services. You shall not bypass, attempt to circumvent, or ignore instructions that control access to Services.

You shall not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through Services. The use of data mining, automatic data scraping, scripting, or other automated means or interfaces to extract data or otherwise manipulate Services not expressly authorized by Valence is prohibited.

If you access or use Services from a location outside the United States, you are solely responsible for compliance with all local laws and regulations. You agree that you will not use Services in any country or in any manner prohibited by any applicable local laws, restrictions, or regulations.

6. Assumption of Risk

You accept and acknowledge that there are inherent risks in the use of public blockchain based products and Services including but not limited to risks associated with hardware, software, and internet connections, asset volatility, speculation, transaction costs, malicious software, malicious actors, and unauthorized access to your information including third party wallets or accounts.

You accept and acknowledge that Valence shall not be responsible for any such risks or failures, disruptions, intrusions, errors, distortions, or delays you may experience while using Services, irrespective of how they are caused.

7. Intellectual Property

Services, including but not limited to the text, graphics, logos, images, as well as any other

compilation thereof, and any software therein are the property of Valence or a third party and are protected by copyright and other laws intended to protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in Services and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create

derivative works, or in any way exploit any of the content, in whole or in part, found on or

through Services. Your use of Services does not entitle you to make any unauthorized use of any protected content, and you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for its intended purpose and will make no other use of the content without the express written permission of Valence or the applicable copyright owner. You agree that you do not acquire any ownership rights in any protected content.

You are not granted any licenses, express or implied, to the intellectual property of Valence or our licensors except as expressly authorized by these Terms.

8. Disclaimer

Services are provided on an “as is” and “as available” basis. Valence disclaims all representations and warranties, whether express, implied, or otherwise, not expressly set out in these Terms. Valence makes no representation, warranty, or guarantee as to the reliability, quality, safety, security, accuracy, functionality, or availability of Services.

To the fullest extent of the law, Valence disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.

To the fullest extent of the law, Valence shall not be liable for any direct, indirect, punitive, incidental, special, and/or consequential damages, loss of profits, loss of use, loss of reputation, or loss of data arising out of or in any way related to your access or use of Services.

To the fullest extent of the law and notwithstanding anything to the contrary, Valence’ maximum aggregate liability for any claim arising out of these Terms or your use of Services shall not exceed the greater of $100.00 or the amount received by Valence directly relating to the subject of said claim. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis.

9. Release of Claims

You expressly agree that you assume all risks, foreseeable and unforeseeable, in connection with your use of Services and expressly waive, and release Valence from, any and all claims or damages caused by or arising from your use of Services.

10. Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Valence, its officers, directors, employees, agents, and all parties required to be indemnified by any applicable contract entered into by Valence, and any party whom Valence is obligated to defend, indemnify or insure, from and against any claims, losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to, in connection with, or arising out of, or claimed or alleged to have related to, been in connection with, or have arisen out of, your use of, or inability to use, Services, your violation or alleged violation of these Terms, your violation of any rights of a third party, and/or your violation of any applicable laws, rules or regulations. Valence reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Valence in asserting any available defenses.

This agreement contemplates full indemnification in favor of Valence its officers, directors, employees, agents, and all parties required to be indemnified by any applicable contract entered into by Valence, and any party whom Valence is obligated to defend, indemnify or insure, but to the extent full indemnification is not permitted by law, then you agree to partially indemnify and hold harmless, and agree to defend Valence, its officers, directors, employees, agents, and all parties required to be indemnified by any applicable contract entered into by Valence, and any party whom Valence is obligated to defend to the fullest extent permitted by law.

11. Nonwaiver

Valence’ failure to assert any right or provision of these Terms shall not constitute a waiver of such right or provision and no explicit waiver of any breach or default shall be deemed a waiver of any preceding or subsequent breach or default.

12. No Third Party Beneficiary

Except as otherwise provided herein, these Terms are not intended to confer third party beneficiary rights upon any other person or entity.

13. Injunctive Relief

You agree that your breach of these Terms shall cause irreparable injury to Valence for which monetary damages alone would not be an adequate remedy. Accordingly, Valence shall be entitled to equitable relief in addition to any remedies it may have at law without a bond, security, or proof of damages.

14. Termination

Notwithstanding anything to the contrary, Valence reserves the right at its sole discretion to suspend, disable, or terminate your ability to access or use Services, with or without notice or cause. You acknowledge and agree that Valence shall have no liability or obligation to you in such event.

Your breach of any provision of these Terms will automatically terminate all rights and licenses granted to you by Valence.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to the choice or conflict of law principles of any jurisdiction.

16. Severability

Should any portion of this Agreement be deemed illegal or unenforceable under applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in full force and effect.

In the event that an invalid or unenforceable provision cannot be superseded by a valid enforceable provision, then the invalid or unenforceable provision, or offending portion of such provision, shall be severed and the remainder of the Agreement shall be given full force and effect.

17. Singular/Plural

In these Terms, unless contrary intention appears, words importing the singular include the plural and vice versa.

18. Headings

The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

19. Entirety of Agreement

Unless otherwise specified herein, these Terms constitute the entire Agreement between you and Valence and supersede all prior or contemporaneous communications, whether electronic, oral or written, between the you and Valence with respect to Services.

A printed version of these Terms shall be admissible in any proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.