VALTE Terms of Service

Effective Date: June 7th, 2026

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS CONTAIN IMPORTANT PROVISIONS REGARDING DISPUTE RESOLUTION, BINDING ARBITRATION, CLASS ACTION WAIVERS, LIMITATIONS OF LIABILITY, AND YOUR LEGAL RIGHTS.

1. INTRODUCTION

These Terms of Service ("Terms") constitute a legally binding agreement between you and VALTE LLC ("VALTE," "Company," "we," "us," or "our") governing your access to and use of:

  • The VALTE website;
  • The VALTE mobile application;
  • VALTE marketplace services;
  • VALTE custody services;
  • VALTE vaulting services;
  • VALTE ownership transfer services; and
  • Any related products, features, content, or services made available by VALTE (collectively, the "Services").

By creating an account, accessing the Services, submitting assets, purchasing assets, listing assets, or otherwise using the Services, you acknowledge that you have read, understood, and agreed to these Terms.

If you do not agree to these Terms, you may not use the Services.

2. DEFINITIONS

For purposes of these Terms:

"Account" means a user account created through the Services.

"Asset" means any collectible, trading card, graded card, memorabilia item, or other property accepted into VALTE custody.

"Buyer" means a user purchasing an Asset through the Services.

"Custody" means physical possession and storage of Assets by VALTE.

"Fee Schedule" means the VALTE Fee Schedule, as amended from time to time.

"Marketplace" means the VALTE platform through which users may buy, sell, transfer, and hold Assets.

"Ownership Records" means the ownership records maintained by VALTE for Assets held in Custody.

"Seller" means a user offering an Asset for sale through the Marketplace.

"Services" means all products, services, applications, websites, and functionality offered by VALTE.

"User" means any person accessing or using the Services.

3. ELIGIBILITY

3.1 Minimum Age Requirement

The Services are intended solely for individuals who are at least eighteen (18) years old.

By using the Services, you represent and warrant that:

(a) You are at least eighteen (18) years old;

(b) You possess the legal capacity to enter into binding contracts;

(c) You are not prohibited from using the Services under applicable law;

(d) You have not previously been suspended or removed from the Services.

VALTE does not knowingly permit minors to establish accounts or use the Services.

3.2 Geographic Availability

The Services are currently intended for use by persons located within the fifty United States and the District of Columbia. The Services are not available in U.S. territories, possessions, military installations (APO/FPO/DPO addresses), or any jurisdiction outside the fifty United States and the District of Columbia.

VALTE reserves the right to limit, restrict, or terminate access to any jurisdiction at any time.

3.3 Compliance With Laws

You are solely responsible for ensuring that your use of the Services complies with all applicable federal, state, local, and international laws.

4. ACCOUNT REGISTRATION

4.1 Account Creation

Certain features of the Services require creation of an Account.

You agree to provide:

  • Accurate information;
  • Complete information;
  • Current information;
  • Truthful information.

You agree to promptly update information that becomes inaccurate.

4.2 One Account Per User

VALTE may limit users to a single Account.

Creation of multiple Accounts to circumvent restrictions, limits, suspensions, or policies is prohibited.

4.3 Account Security

You are solely responsible for:

  • Maintaining password confidentiality;
  • Securing devices used to access the Services;
  • All activity occurring under your Account.

VALTE is not responsible for losses resulting from unauthorized access caused by your failure to maintain account security.

4.4 Identity Verification

VALTE may require identity verification at any time.

Verification may include:

  • Government-issued identification;
  • Address verification;
  • Date of birth verification;
  • Tax documentation;
  • Payment verification;
  • Photographic verification;
  • Other information reasonably requested by VALTE or its service providers.

VALTE may utilize third-party providers including Stripe Identity and similar services.

Failure to complete requested verification may result in:

  • Transaction delays;
  • Withdrawal restrictions;
  • Payout restrictions;
  • Account suspension;
  • Account termination.

5. DESCRIPTION OF SERVICES

5.1 Marketplace Services

VALTE operates a marketplace that facilitates transactions involving eligible Assets maintained in Custody.

5.2 Custody Services

VALTE provides physical Custody of Assets accepted into the platform.

Assets are maintained in secure facilities located within Northwest Arkansas.

VALTE may utilize one or more facilities and may change facility locations without notice.

5.3 Ownership Transfer Services

VALTE facilitates transfers of beneficial ownership through updates to Ownership Records maintained by VALTE.

5.4 No Financial Services

VALTE is not:

  • A bank;
  • A money transmitter;
  • A broker-dealer;
  • An investment adviser;
  • A securities exchange;
  • A cryptocurrency exchange;
  • A digital asset platform.

5.5 No Digital Assets

VALTE does not issue:

  • Cryptocurrencies;
  • Tokens;
  • NFTs;
  • Blockchain ownership interests;
  • Digital securities;
  • Fractional ownership interests.

Assets represented within the Services are physical assets only.

6. OWNERSHIP OF ASSETS

6.1 Beneficial Ownership

Users retain beneficial ownership of Assets held in Custody.

Placement of an Asset into Custody does not transfer ownership to VALTE.

6.2 Custodial Relationship

VALTE acts solely as a custodian.

Except as otherwise provided in these Terms, VALTE does not acquire ownership interests in Assets placed into Custody.

6.3 Ownership Records

VALTE maintains Ownership Records for Assets held within Custody.

Ownership Records serve as the primary ownership records maintained by VALTE.

6.4 Presumption of Accuracy

Ownership Records are presumed accurate.

However, VALTE reserves the right to investigate and correct:

  • Clerical errors;
  • Data-entry errors;
  • Technical errors;
  • Fraudulent transfers;
  • Unauthorized activity;
  • Ownership disputes;
  • Other inaccuracies.

6.5 Ownership Disputes

VALTE may suspend transfers, withdrawals, listings, or transactions involving Assets subject to ownership disputes.

VALTE may require:

  • Court orders;
  • Legal documentation;
  • Proof of ownership;
  • Identity verification;
  • Other supporting materials.

before releasing, transferring, or otherwise acting with respect to disputed Assets.

7. SUBMISSION OF ASSETS

7.1 Acceptance of Assets

VALTE reserves the right to accept or reject any Asset submitted for Custody.

Acceptance of an Asset does not constitute:

  • A guarantee of authenticity;
  • A guarantee of value;
  • A guarantee of future marketability.

7.2 Submission Requirements

Users are responsible for complying with submission requirements established by VALTE.

VALTE may modify submission requirements at any time.

7.3 Inspection Rights

VALTE may inspect submitted Assets for:

  • Authenticity;
  • Condition;
  • Compliance;
  • Eligibility;
  • Risk assessment.

7.4 Rejected Assets

VALTE may reject Assets that:

  • Are counterfeit;
  • Are altered without disclosure;
  • Are prohibited by policy;
  • Are suspected of being stolen;
  • Create operational, legal, or reputational risk.

8. COUNTERFEIT ITEMS

8.1 Counterfeit Determinations

VALTE reserves the right to determine whether an Asset appears to be counterfeit, altered, fraudulent, or otherwise ineligible.

8.2 Return Requests

Rejected Assets may be returned to the submitting user at the user's expense.

VALTE may require payment of shipping costs prior to return.

8.3 Unclaimed Assets

Rejected Assets not claimed within ninety (90) days may be:

  • Destroyed;
  • Donated;
  • Surrendered to law enforcement;
  • Otherwise disposed of by VALTE.

VALTE shall have no liability for Assets disposed of pursuant to this Section.

9. MARKETPLACE TRANSACTIONS

9.1 Marketplace Participation

VALTE provides a platform that permits eligible users to purchase, sell, transfer, and hold Assets maintained in Custody.

VALTE is not a party to transactions between Buyers and Sellers except as expressly provided in these Terms.

9.2 Listing Requirement

Only Assets physically maintained in VALTE Custody may be listed for sale through the Marketplace.

Assets located outside of Custody are not eligible for listing.

9.3 Listing Authority

By listing an Asset, the Seller represents and warrants that:

(a) The Seller is the lawful owner of the Asset;

(b) The Seller has authority to sell the Asset;

(c) The Asset is not stolen;

(d) The Asset is not subject to undisclosed liens, claims, or encumbrances;

(e) The listing information is accurate.

9.4 Buy Now Transactions

Sellers may offer Assets at fixed prices.

A Buyer who completes a Buy Now purchase agrees to purchase the Asset at the listed price plus any applicable fees, taxes, and charges.

9.5 Offers

VALTE may permit Buyers to submit offers.

Offer functionality may include:

  • Offers;
  • Counteroffers;
  • Offer acceptance;
  • Offer rejection.

9.6 Offer Acceptance

Once accepted, an offer becomes a binding transaction.

Accepted offers may not be revoked except where required by law or expressly authorized by VALTE.

9.7 Transaction Finality

All Marketplace sales are intended to be final.

Except where required by applicable law, Buyers and Sellers acknowledge that completed transactions generally may not be cancelled, reversed, or rescinded.

10. APPOINTMENT OF VALTE

10.1 Consignment Appointment

By listing an Asset for sale, the Seller appoints VALTE as the Seller’s limited marketplace consignment agent, and limited payment agent (agent of the payee) solely for purposes of:

  • Facilitating listings;
  • Processing transactions;
  • Receiving payments;
  • Updating Ownership Records;
  • Remitting proceeds;
  • Operating the Marketplace.

10.2 Limited Authority

VALTE's authority is limited to activities necessary to operate the Marketplace and facilitate transactions.

Nothing in these Terms creates a partnership, joint venture, fiduciary relationship, or employment relationship between VALTE and any user.

11. PAYMENTS

11.1 Payment Processing

VALTE utilizes third-party payment processors, including Stripe and related providers.

Users authorize VALTE and its payment providers to:

  • Process charges;
  • Process refunds;
  • Verify payment methods;
  • Conduct fraud reviews;
  • Conduct compliance reviews.

11.2 Payment Method Authorization

By submitting a payment method, you represent and warrant that:

  • You are authorized to use the payment method;
  • The information provided is accurate;
  • Charges may be processed in accordance with these Terms.

11.3 Processor Requirements

Transactions may be subject to additional requirements imposed by payment processors.

VALTE is not responsible for decisions made by payment providers.

12. AUTHORIZATION HOLDS

12.1 Authorization to Hold Funds

When submitting an offer, a Buyer authorizes VALTE and its payment processor to place an authorization hold on the Buyer's payment method.

12.2 Nature of Authorization Holds

Authorization holds:

  • Are not completed charges;
  • May appear as pending transactions;
  • May temporarily reduce available credit or account balances;
  • May remain in place for up to seven (7) days.

12.3 Release of Holds

If an offer is:

  • Rejected;
  • Withdrawn;
  • Cancelled;
  • Expired; or
  • Otherwise not accepted,

VALTE will instruct the payment processor to release the authorization hold.

The timing of release is determined by the financial institution and not by VALTE.

13. FEES

13.1 Fees

Users agree to pay all fees applicable to their use of the Services.

Applicable fees are described in the Fee Schedule.

13.2 Seller Fees

Seller commissions and other Seller fees may be deducted from transaction proceeds before payout. The standard Seller commission is five percent (5%) of the final sale price. The commission is deducted from sale proceeds at the time of transaction settlement through the payment processor. The current commission rate and any applicable promotional or category-specific adjustments are published in the Fee Schedule.

13.3 Buyer Fees

Buyer processing fees and related charges may be collected at checkout. The current Buyer payment-processing fee is three percent (3%) of the transaction amount plus thirty cents ($0.30) per card transaction, charged at checkout to cover third-party payment-processor costs. The current rate is published in the Fee Schedule.

13.4 Fee Changes

VALTE may modify fees at any time upon reasonable notice.

Updated fees become effective upon publication of an updated Fee Schedule.

14. SELLER PAYOUTS

14.1 General Timing

Seller proceeds are generally released within one (1) to seven (7) business days following transaction completion.

14.2 Delayed Payouts

VALTE may delay payouts when reasonably necessary due to:

  • Fraud reviews;
  • Chargebacks;
  • Payment disputes;
  • Compliance reviews;
  • Technical issues;
  • Legal obligations;
  • Payment processor requirements.

14.3 No Guaranteed Timeline

VALTE does not guarantee payout timing.

15. CHARGEBACKS AND PAYMENT DISPUTES

15.1 Investigation Rights

VALTE may investigate any chargeback, reversal, payment dispute, or suspected unauthorized transaction.

15.2 Protective Actions

During an investigation, VALTE may:

  • Delay payouts;
  • Freeze transactions;
  • Restrict accounts;
  • Request additional documentation;
  • Suspend Marketplace activity.

15.3 Cooperation Requirement

Users agree to cooperate with reasonable requests relating to payment disputes and investigations.

16. TAXES

16.1 Marketplace Facilitator Collection

VALTE may collect and remit taxes where required by law. VALTE is currently registered as a marketplace facilitator only in the State of Arkansas and collects and remits Arkansas sales tax on qualifying sales delivered to Arkansas addresses. For sales delivered to other jurisdictions where VALTE is not registered as a marketplace facilitator, Buyers may be responsible for self-reporting and remitting any applicable use tax to their state or local taxing authority. VALTE may register in additional jurisdictions in the future without further notice. Where the total sales tax due on a single transaction would be less than fifty cents ($0.50), the tax may be waived due to payment-processor minimum-charge limitations.

16.2 User Responsibility

Users remain solely responsible for:

  • Income taxes;
  • Capital gains taxes;
  • Reporting obligations;
  • Other tax liabilities arising from transactions.

16.3 Tax Reporting

VALTE may issue tax forms or reports where required by law.

17. WITHDRAWALS

17.1 Withdrawal Requests

Owners may request physical delivery of Assets held in Custody.

17.2 Processing Time

Withdrawal requests are generally processed within five (5) business days.

Actual delivery timing may vary.

17.3 Shipping Providers

VALTE may utilize carriers selected through Shippo or similar logistics providers.

Carrier selection may vary based upon:

  • Cost;
  • Destination;
  • Delivery speed;
  • Service availability.

17.4 User Responsibility

Users are responsible for:

  • Shipping charges;
  • Insurance charges selected by the user;
  • Applicable taxes.

18. INSURANCE

18.1 Custody Insurance

VALTE may maintain insurance covering certain risks associated with Assets held in Custody.

18.2 No Guarantee of Coverage

Insurance coverage may be subject to:

  • Exclusions;
  • Deductibles;
  • Coverage limits;
  • Policy conditions.

VALTE does not guarantee that every loss will be covered.

18.3 Claims Determinations

Coverage determinations are made by the applicable insurer.

18.4 Optional Shipping Insurance

Users may be offered optional shipping insurance during withdrawal requests.

Any such insurance is governed by the applicable insurer's terms and conditions.

19. COMPLIANCE AND SANCTIONS

19.1 Compliance Program

VALTE reserves the right to implement compliance, fraud prevention, sanctions screening, anti-money laundering review procedures, and other risk management measures at any time.

19.2 User Representations

By using the Services, you represent and warrant that:

(a) You are not subject to sanctions administered by the United States government;

(b) You are not identified on any sanctions list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC");

(c) You are not acting on behalf of any sanctioned person, organization, or jurisdiction;

(d) Your use of the Services does not violate applicable sanctions laws.

19.3 Restricted Jurisdictions

VALTE may restrict or prohibit access from certain jurisdictions at any time.

19.4 Compliance Reviews

VALTE may conduct compliance reviews, enhanced due diligence reviews, and investigations at any time. Without limiting the foregoing, VALTE relies on its payment processor (Stripe, Inc.) to perform know-your-customer (KYC), anti-money-laundering (AML), and sanctions screening of Sellers in connection with payout onboarding, and may itself conduct OFAC/SDN sanctions screening or additional compliance reviews of any user or transaction at any time. VALTE may freeze, hold, or delay any transaction, payout, or withdrawal pending the outcome of such screening or verification.

Users agree to provide information reasonably requested during such reviews.

19.5 Suspicious Activity

VALTE may suspend, restrict, delay, or terminate activity that appears to involve:

  • Fraud;
  • Money laundering;
  • Stolen property;
  • Counterfeit goods;
  • Sanctions violations;
  • Criminal conduct;
  • Other unlawful activity.

20. PROHIBITED CONDUCT

20.1 General Prohibition

Users may not use the Services for any unlawful, fraudulent, abusive, deceptive, or unauthorized purpose.

20.2 Prohibited Assets

The following categories of assets are prohibited:

  • Counterfeit items;
  • Stolen property;
  • Fraudulently obtained property;
  • Illegal goods;
  • Controlled substances;
  • Firearms;
  • Ammunition;
  • Regulated weapons;
  • Hazardous materials;
  • Hate-related materials;
  • Property promoting criminal activity;
  • Property prohibited by applicable law.

20.3 Marketplace Manipulation

Users may not:

  • Manipulate market prices;
  • Engage in wash trading;
  • Coordinate fraudulent transactions;
  • Create misleading activity;
  • Interfere with Marketplace operations.

20.4 Payment Abuse

Users may not:

  • Use stolen payment methods;
  • Initiate fraudulent chargebacks;
  • Circumvent payment controls;
  • Misrepresent transactions.

20.5 Objectionable Content and Abusive Behavior — Zero Tolerance

VALTE has zero tolerance for objectionable content and for abusive users. As a condition of using the Services — including any messaging, chat, profile, or other feature that allows Users to submit or transmit content — every User agrees not to create, post, transmit, or otherwise make available any content or conduct that is:

  • Harassing, bullying, threatening, or intimidating;
  • Hateful, discriminatory, or that promotes violence or hatred against any individual or group;
  • Sexually explicit, obscene, or pornographic;
  • Defamatory, fraudulent, deceptive, or an impersonation of any person or entity;
  • Unlawful, or that encourages or facilitates unlawful activity;
  • Spam, or otherwise abusive of other Users or the Services.

VALTE reserves the right, and will act, to remove objectionable content and to suspend or permanently terminate ("eject") any User who submits it. VALTE reviews reports of objectionable content or abusive behavior and will act on them, including by removing the content and ejecting the offending User where warranted, within twenty-four (24) hours. Users may report objectionable content or abusive users, and may block other Users, through the in-app tools provided for that purpose.

20.6 Security Violations

Users may not:

  • Attempt unauthorized access;
  • Reverse engineer the Services;
  • Introduce malware;
  • Interfere with platform operations;
  • Scrape data;
  • Use automated tools without authorization.

20.7 Discretionary Authority

VALTE reserves the right to prohibit additional conduct or activity that presents legal, operational, reputational, or security risks.

21. ACCOUNT SUSPENSION AND TERMINATION

21.1 Suspension Rights

VALTE may suspend or restrict Accounts at any time when reasonably necessary to:

  • Protect users;
  • Protect Assets;
  • Investigate violations;
  • Comply with legal obligations;
  • Prevent fraud.

21.2 Grounds for Suspension

Grounds for suspension may include:

  • Violation of these Terms;
  • Fraud;
  • Counterfeit activity;
  • Payment disputes;
  • Chargeback abuse;
  • Compliance concerns;
  • Security concerns.

21.3 Termination

VALTE may terminate Accounts for repeated violations or serious misconduct.

21.4 Survival

Termination does not eliminate obligations incurred prior to termination.

22. USER CONTENT

22.1 User Submissions

Users may submit content including:

  • Profile information;
  • Messages;
  • Images;
  • Descriptions;
  • Feedback;
  • Other materials.

22.2 Ownership

Users retain ownership of content they create and submit.

22.3 License to VALTE

Users grant VALTE a worldwide, non-exclusive, royalty-free license to:

  • Store;
  • Display;
  • Reproduce;
  • Modify;
  • Distribute;
  • Use submitted content

for operation, improvement, marketing, and administration of the Services.

22.4 Removal

VALTE may remove content at any time.

23. INTELLECTUAL PROPERTY

23.1 Ownership of Services

The Services, including:

  • Software;
  • Logos;
  • Branding;
  • Designs;
  • Content;
  • Databases;
  • Functionality;

are owned by VALTE or its licensors.

23.2 Restrictions

Users may not:

  • Copy;
  • Distribute;
  • Modify;
  • Create derivative works from;
  • Commercially exploit;

VALTE intellectual property without prior written permission.

23.3 Feedback

Any feedback submitted to VALTE may be used without restriction or compensation.

24. COPYRIGHT COMPLAINTS AND DMCA

24.1 Copyright Policy

VALTE respects intellectual property rights and complies with the Digital Millennium Copyright Act ("DMCA").

24.2 Notice Procedures

Copyright complaints may be submitted by email to support@valte.io and must include the elements required by 17 U.S.C. Section 512(c)(3), including identification of the copyrighted work, identification of the allegedly infringing material, your contact information, a statement of good-faith belief, a statement of accuracy under penalty of perjury, and your physical or electronic signature.

24.3 Content Removal

VALTE may remove or disable access to content alleged to infringe intellectual property rights.

24.4 Repeat Infringers

VALTE may suspend or terminate repeat infringers.

24.5 Counter-Notice Venue

Any DMCA counter-notice submitted to VALTE must include a statement consenting to the jurisdiction of the United States District Court for the Western District of Arkansas (or, if the counter-notifying party resides outside the United States, any judicial district in which VALTE may be found) for purposes of resolving the underlying copyright dispute.

25. PLATFORM SECURITY

25.1 Security Measures

VALTE maintains security measures designed to protect the Services and Assets.

25.2 No Security Guarantee

No system can guarantee complete security.

Users acknowledge that cyberattacks, technical failures, and unauthorized access may occur.

25.3 User Responsibilities

Users are responsible for:

  • Protecting credentials;
  • Maintaining device security;
  • Reporting suspected unauthorized activity.

25.4 Cooperation

Users agree to cooperate with reasonable security investigations and incident response efforts.

26. MARKET RISK AND ASSET VALUES

26.1 No Value Guarantees

VALTE makes no representation, warranty, or guarantee regarding:

  • Asset value;
  • Future value;
  • Market demand;
  • Liquidity;
  • Investment performance;
  • Appreciation;
  • Resale opportunities.

26.2 User Risk

Users acknowledge that collectible markets are volatile and that Asset values may increase, decrease, or become illiquid.

Users assume all market-related risks.

26.3 Valuation Information

Any pricing, valuation, sales history, market data, estimates, or other information displayed through the Services is provided for informational purposes only.

VALTE does not guarantee the accuracy, completeness, or reliability of valuation information.

27. DISCLAIMER OF WARRANTIES

27.1 Services Provided "As Is"

The Services are provided on an "AS IS" and "AS AVAILABLE" basis.

27.2 Disclaimer

To the fullest extent permitted by law, VALTE disclaims all warranties, whether express, implied, statutory, or otherwise, including:

  • Merchantability;
  • Fitness for a particular purpose;
  • Non-infringement;
  • Accuracy;
  • Availability;
  • Reliability.

27.3 No Guarantee of Availability

VALTE does not guarantee that:

  • The Services will be uninterrupted;
  • The Services will be error-free;
  • The Services will always be available;
  • Defects will be corrected.

27.4 No Investment Advice

VALTE does not provide:

  • Investment advice;
  • Financial advice;
  • Legal advice;
  • Tax advice.

Users should consult their own professional advisors.

28. CUSTODY RISKS

28.1 Reasonable Care

VALTE will exercise reasonable care in connection with Assets maintained in Custody.

28.2 No Absolute Protection

Users acknowledge that losses may occur despite reasonable precautions.

Risks include:

  • Theft;
  • Fire;
  • Flood;
  • Natural disasters;
  • Accidents;
  • Cybersecurity incidents;
  • Human error;
  • Third-party misconduct.

28.3 Insurance Limitations

Insurance may not cover every loss.

Insurance coverage may be subject to:

  • Exclusions;
  • Deductibles;
  • Coverage limits;
  • Insurer determinations.

29. LIMITATION OF LIABILITY

29.1 Excluded Damages

To the fullest extent permitted by law, VALTE shall not be liable for:

  • Indirect damages;
  • Consequential damages;
  • Incidental damages;
  • Special damages;
  • Punitive damages;
  • Exemplary damages;
  • Lost profits;
  • Lost opportunities;
  • Lost goodwill;
  • Emotional distress.

29.2 Aggregate Liability Cap

Except where prohibited by law, VALTE's aggregate liability arising out of or relating to the Services shall not exceed the greater of:

(a) The total fees paid by the user to VALTE during the twelve (12) months preceding the event giving rise to the claim; or

(b) Five Hundred Dollars ($500).

29.3 Asset-Related Claims

For claims involving physical Assets maintained in Custody, VALTE's liability shall not exceed the lesser of:

  • Fair market value of the Asset at the time of loss;
  • Most recent completed Marketplace transaction value;
  • Applicable insurance recovery;
  • Documented purchase price.

29.4 Exceptions

Nothing in these Terms limits liability that cannot legally be limited under applicable law.

30. USER INDEMNIFICATION

30.1 Indemnity Obligation

You agree to defend, indemnify, and hold harmless VALTE and its officers, directors, managers, employees, contractors, affiliates, agents, successors, and assigns from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising from:

  • Your use of the Services;
  • Your violation of these Terms;
  • Your violation of applicable law;
  • Your submitted content;
  • Your Assets;
  • Ownership disputes;
  • Fraudulent activity;
  • Intellectual property claims.

30.2 Defense Control

VALTE reserves the right to assume exclusive control of any matter subject to indemnification.

31. FORCE MAJEURE

31.1 Force Majeure Events

VALTE shall not be liable for delays, interruptions, failures, losses, or damages resulting from circumstances beyond its reasonable control, including:

  • Natural disasters;
  • Floods;
  • Fires;
  • Earthquakes;
  • Severe weather;
  • Utility failures;
  • Internet failures;
  • Labor disputes;
  • Terrorism;
  • War;
  • Government actions;
  • Pandemics;
  • Civil unrest.

31.2 Performance Delays

Performance obligations may be suspended during the duration of a Force Majeure event.

32. RELEASE

32.1 Marketplace Disputes

To the fullest extent permitted by law, users release VALTE from claims arising from disputes between Buyers and Sellers.

32.2 Third-Party Conduct

VALTE is not responsible for the actions, omissions, representations, or conduct of other users.

33. NO FIDUCIARY RELATIONSHIP

Except as expressly stated in these Terms, no fiduciary relationship is created between VALTE and any user.

VALTE acts solely as:

  • Marketplace operator;
  • Custodian;
  • Limited consignment agent;
  • Service provider.

Users remain responsible for their own decisions, transactions, and activities.

34. ESTATE TRANSFERS AND INCAPACITY

34.1 Death of a User

Upon receiving notice of a user's death, VALTE may immediately:

  • Restrict account access;
  • Suspend transactions;
  • Suspend withdrawals;
  • Freeze ownership transfers.

34.2 Authority Documentation

VALTE may require documentation establishing legal authority before releasing Assets or transferring ownership.

Examples may include:

  • Letters Testamentary;
  • Letters of Administration;
  • Court Orders;
  • Trust Documentation;
  • Small Estate Affidavits;
  • Other legally sufficient documentation.

34.3 Additional Verification

VALTE may require identity verification and additional documentation before acting upon any estate-related request.

34.4 No Beneficiary Program

Unless expressly established by VALTE in the future, VALTE does not maintain beneficiary designations, transfer-on-death designations, or similar ownership succession programs.

35. ACCOUNT DELETION

35.1 Deletion Requests

Users may request account deletion in accordance with VALTE's Account Deletion Policy.

35.2 Assets in Custody

Accounts containing Assets maintained in Custody are not eligible for deletion.

Prior to deletion, users must:

  • Withdraw all Assets;
  • Sell all Assets;
  • Otherwise remove Assets from the platform.

35.3 Retained Information

VALTE may retain information following account deletion where reasonably necessary to:

  • Comply with legal obligations;
  • Resolve disputes;
  • Prevent fraud;
  • Maintain ownership records;
  • Preserve transaction history;
  • Protect VALTE and its users.

36. DISPUTE RESOLUTION

36.1 Informal Resolution

Prior to initiating arbitration or legal proceedings, users agree to attempt to resolve disputes by contacting:

support@valte.io

Users shall provide a written description of the dispute and allow VALTE at least thirty (30) days to attempt resolution.

36.2 Good Faith Requirement

The parties agree to participate in good-faith efforts to resolve disputes before initiating formal proceedings.

37. BINDING ARBITRATION

37.1 Agreement to Arbitrate

Except as expressly provided herein, all disputes arising out of or relating to:

  • The Services;
  • Assets;
  • Transactions;
  • Custody;
  • Marketplace activity;
  • These Terms;

shall be resolved exclusively through binding arbitration.

37.2 Arbitration Administrator

Arbitration shall be administered by the American Arbitration Association ("AAA") pursuant to its Consumer Arbitration Rules then in effect.

37.3 Arbitration Location

Arbitration may be conducted:

  • Virtually;
  • Telephonically;
  • In Northwest Arkansas; or, at the consumer’s election, by videoconference or in the county of the consumer’s residence.

37.4 Arbitrator Authority

The arbitrator shall have authority to award remedies available under applicable law, subject to limitations contained in these Terms.

37.5 Exceptions

The following matters may be pursued in court:

  • Small claims actions;
  • Intellectual property disputes;
  • Requests for injunctive relief;
  • Enforcement of arbitration awards.

38. CLASS ACTION WAIVER

38.1 Individual Proceedings Only

Users agree that disputes shall be brought solely on an individual basis.

38.2 Waiver of Class Actions

Users waive the right to:

  • Participate in class actions;
  • Participate in collective actions;
  • Participate in representative actions;
  • Serve as a class representative.

38.3 Severability

If the Class Action Waiver is determined unenforceable, the arbitration provisions shall remain enforceable to the fullest extent permitted by law.

39. GOVERNING LAW

39.1 Arkansas Law

These Terms shall be governed by and construed in accordance with the laws of the State of Arkansas without regard to conflict-of-law principles.

39.2 Venue

For matters not subject to arbitration, exclusive jurisdiction and venue shall lie in the state and federal courts located in Benton County, Arkansas, including the United States District Court for the Western District of Arkansasthe state and federal courts located in the State of Arkansas, including the United States District Court for the Western District of Arkansas.

40. ELECTRONIC COMMUNICATIONS

40.1 Electronic Consent

Users consent to receive communications electronically.

Electronic communications may include:

  • Notices;
  • Agreements;
  • Disclosures;
  • Receipts;
  • Confirmations;
  • Updates.

40.2 Legal Effect

Electronic communications satisfy legal requirements that communications be in writing.

41. ASSIGNMENT

41.1 User Assignment

Users may not assign rights or obligations under these Terms without prior written consent from VALTE.

41.2 VALTE Assignment

VALTE may assign these Terms at any time without restriction.

42. NO WAIVER

Failure by VALTE to enforce any provision shall not constitute a waiver of future enforcement.

43. SEVERABILITY

If any provision of these Terms is determined invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Any invalid provision shall be reformed and modified to the minimum extent necessary to make it enforceable, while preserving the original intent of the parties to the greatest extent permitted by law.

44. ENTIRE AGREEMENT

These Terms, together with:

  • Privacy Policy;
  • Fee Schedule;
  • Refund & Cancellation Policy;
  • Seller Agreement;
  • Acceptable Use Policy;
  • Cookie Policy;
  • State Privacy Rights Notice;
  • DMCA Policy;
  • Account Deletion Policy;

constitute the entire agreement between VALTE and users concerning the Services.

These Terms supersede all prior and contemporaneous agreements, understandings, representations, warranties, and communications, whether oral or written, between VALTE and users regarding the Services.

45. MODIFICATIONS TO TERMS

45.1 Right to Modify

VALTE may modify these Terms from time to time.

45.2 Effective Date

Modified Terms become effective upon posting unless otherwise stated.

45.3 Continued Use

Continued use of the Services after revised Terms become effective constitutes acceptance of the revised Terms.

46. CONTACT INFORMATION

VALTE LLC

Website: valte.io

Email: support@valte.io

47. ACKNOWLEDGMENT

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS OF SERVICE.

You further acknowledge that:

  • You have read these Terms;
  • You understand these Terms;
  • You agree to be bound by these Terms; and
  • You have had the opportunity to consult legal counsel if desired.

48. ASSET WITHDRAWAL RESTRICTIONS

48.1 General Authority

VALTE reserves the right to delay, deny, restrict, or suspend withdrawal requests when reasonably necessary to:

  • Protect Assets;
  • Prevent fraud;
  • Comply with legal obligations;
  • Resolve ownership disputes;
  • Conduct compliance reviews;
  • Protect the integrity of the Services.

48.2 Examples

Withdrawal requests may be delayed or denied when:

  • Ownership is disputed;
  • Payment disputes are pending;
  • Identity verification is incomplete;
  • Fraud is suspected;
  • Legal process has been received;
  • Compliance reviews are ongoing;
  • Required fees remain unpaid.

48.3 No Circumvention

Users may not attempt to circumvent withdrawal restrictions through alternative accounts, transfers, or other methods.

49. ABANDONED PROPERTY

49.1 Abandoned Accounts

An Account may be considered abandoned when:

(a) The Account remains inactive for an extended period;

(b) Required fees remain unpaid;

(c) VALTE cannot reasonably contact the user;

(d) Assets remain in Custody without user engagement.

49.2 Notice

Before taking action regarding potentially abandoned property, VALTE may attempt to provide notice using available contact information.

49.3 Applicable Law

Any disposition of abandoned property shall be conducted in accordance with applicable law.

49.4 Additional Rights

Nothing in this Article limits VALTE's rights under applicable law, court order, or regulatory requirements.

50. OWNERSHIP CHALLENGES

50.1 Conflicting Claims

If multiple parties claim ownership of an Asset, VALTE may:

  • Restrict transactions;
  • Restrict withdrawals;
  • Restrict ownership transfers;
  • Hold the Asset pending resolution.

50.2 Documentation

VALTE may require:

  • Bills of sale;
  • Receipts;
  • Authentication records;
  • Court orders;
  • Affidavits;
  • Other supporting documentation.

50.3 Interpleader Rights

Where permitted by law, VALTE may seek judicial resolution of ownership disputes through interpleader or similar proceedings.

Costs associated with dispute resolution may be allocated as permitted by law.

51. GOVERNMENT REQUESTS AND LEGAL PROCESS

51.1 Compliance

VALTE may comply with:

  • Court orders;
  • Subpoenas;
  • Search warrants;
  • Government requests;
  • Regulatory inquiries;
  • Law enforcement requests.

51.2 Disclosure

VALTE may disclose information or records when reasonably necessary to:

  • Comply with legal obligations;
  • Protect VALTE;
  • Protect users;
  • Protect Assets;
  • Prevent fraud.

51.3 Asset Holds

VALTE may place holds on Assets or Accounts when required by law or legal process.

52. RECORDKEEPING

52.1 Operational Records

VALTE may maintain records relating to:

  • Accounts;
  • Transactions;
  • Ownership history;
  • Custody history;
  • Communications;
  • Compliance reviews.

52.2 Reliance

VALTE may rely upon records maintained in the ordinary course of business.

52.3 Retention

Records may be retained for periods reasonably necessary to:

  • Comply with law;
  • Resolve disputes;
  • Protect users;
  • Protect VALTE.

53. SERVICE MODIFICATIONS

53.1 Right to Modify

VALTE reserves the right to modify, suspend, or discontinue any portion of the Services at any time.

53.2 Feature Availability

Features may be added, modified, limited, or removed without liability.

53.3 Marketplace Changes

VALTE may modify:

  • Marketplace functionality;
  • Fee structures;
  • Listing requirements;
  • Submission requirements;
  • Custody procedures.

54. BETA FEATURES

54.1 Beta Services

VALTE may offer experimental, beta, pilot, or early-access features.

54.2 No Warranty

Beta features are provided on an "as available" basis and may contain errors, interruptions, or defects.

54.3 Removal

VALTE may modify or discontinue beta features at any time.

55. BUSINESS CONTINUITY

55.1 Operational Continuity

VALTE may implement business continuity procedures designed to protect Assets and Services.

55.2 Service Interruptions

Temporary interruptions may occur due to:

  • Maintenance;
  • Security incidents;
  • Infrastructure changes;
  • Regulatory requirements;
  • Emergencies.

55.3 No Liability

VALTE shall not be liable for interruptions reasonably necessary to maintain security, compliance, or operational integrity.

56. FRAUD INVESTIGATIONS

56.1 Investigation Authority

VALTE reserves the right to investigate:

  • Fraud;
  • Theft;
  • Counterfeit activity;
  • Marketplace manipulation;
  • Suspicious transactions.

56.2 Investigative Actions

During investigations, VALTE may:

  • Restrict Accounts;
  • Freeze Assets;
  • Delay payouts;
  • Delay withdrawals;
  • Request documentation.

56.3 User Cooperation

Users agree to cooperate with reasonable investigations.

57. MARKETPLACE INTEGRITY

57.1 Fair Marketplace

VALTE seeks to maintain a fair and orderly Marketplace.

57.2 Enforcement

VALTE may take actions reasonably necessary to preserve Marketplace integrity.

57.3 No Guarantee

VALTE does not guarantee:

  • Market liquidity;
  • Pricing accuracy;
  • Asset demand;
  • Continuous trading activity.

58. CUSTODY STANDARDS

58.1 Reasonable Care Standard

VALTE shall exercise commercially reasonable care with respect to Assets maintained in Custody.

58.2 No Enhanced Duties

Except as expressly provided in these Terms, VALTE does not assume duties beyond those of a commercial custodian.

58.3 No Guarantee of Preservation

VALTE does not guarantee that Assets will remain free from:

  • Aging;
  • Environmental effects;
  • Manufacturing defects;
  • Latent defects;
  • Prior damage;
  • Natural deterioration.

59. CONDITION REPORTS

59.1 Informational Purpose

Condition reports, photographs, descriptions, scans, notes, and related information are provided for informational purposes only.

59.2 No Warranty

Condition information does not constitute:

  • A warranty;
  • A grading opinion;
  • A valuation;
  • An investment recommendation.

59.3 Human Error

Users acknowledge that condition reports may contain errors, omissions, or subjective judgments.

60. AUTHENTICATION AND GRADING

60.1 VALTE Handling and Authentication

VALTE performs a handling and authentication review of raw (ungraded) Assets at intake, including physical inspection, imaging, and verification of the submitted listing details. A handling and authentication fee may apply as set forth in the Fee Schedule.

60.2 No VALTE Grading Services

VALTE does not provide card grading services and does not currently arrange for third-party grading on behalf of Users.

60.3 Recognition of Third-Party Grades

Where a User submits an Asset that has been graded by a recognized third-party grading company, VALTE may rely on that grade as part of the listing description without independent reauthentication. Authentication opinions, grades, and descriptions provided by third parties are not adopted by VALTE as its own representations.

60.4 No Guarantee

VALTE does not guarantee:

  • Authenticity determinations;
  • Grading outcomes obtained from third parties;
  • Future grading outcomes;
  • Market acceptance of grading opinions.

61. ASSET LOSS

61.1 Notice

Users must promptly notify VALTE of any claim involving alleged loss of an Asset.

61.2 Investigation

VALTE may investigate any claim involving:

  • Loss;
  • Theft;
  • Damage;
  • Misidentification;
  • Misdelivery.

61.3 Cooperation

Users agree to cooperate with reasonable requests relating to claim investigations.

62. DAMAGE CLAIMS

62.1 Reporting

Users must report damage claims within a reasonable time after discovery.

62.2 Evidence

VALTE may require:

  • Photographs;
  • Documentation;
  • Shipping records;
  • Insurance information;
  • Additional supporting evidence.

62.3 Review

VALTE reserves the right to independently evaluate damage claims.

63. SHIPPING CLAIMS

63.1 Carrier Responsibility

Claims involving shipments may be subject to carrier procedures and carrier determinations.

63.2 Assistance

VALTE may assist users with shipping claims but is not obligated to pursue claims on behalf of users.

63.3 Documentation

Users agree to provide information reasonably requested in connection with shipping claims.

64. INSURANCE CLAIMS

64.1 Claim Administration

Insurance claims may be administered by applicable insurers.

64.2 Insurer Authority

Coverage determinations shall be made by the insurer according to policy terms.

64.3 No Guarantee

VALTE does not guarantee:

  • Claim approval;
  • Claim timing;
  • Claim amounts;
  • Insurance coverage.

65. VALUATION METHODOLOGIES

65.1 Purpose

Valuation methodologies may be used by VALTE for operational, insurance, dispute-resolution, and administrative purposes.

65.2 Sources

VALTE may consider:

  • Marketplace transactions;
  • Historical sales;
  • Industry pricing data;
  • Public marketplaces;
  • Third-party data providers;
  • Other available information.

65.3 No Market Guarantee

Valuation methodologies do not establish guaranteed market value.

66. RECOVERY OF ASSETS

66.1 Recovery Efforts

If an Asset believed lost is subsequently recovered, VALTE may take actions reasonably necessary to restore ownership records and resolve claims.

66.2 Duplicate Recoveries

Users shall not retain duplicate compensation relating to the same loss if prohibited by law, insurance terms, or equitable principles.

67. SHIPPING RISK

67.1 Transit Risks

Users acknowledge that shipments may be subject to risks including:

  • Theft;
  • Loss;
  • Damage;
  • Delay;
  • Misdelivery.

67.2 Carrier Services

VALTE does not control carrier operations.

67.3 Delivery Estimates

Estimated delivery dates are estimates only and not guarantees.

68. FORCE MAJEURE IMPACT ON ASSETS

68.1 Extraordinary Events

Assets may be affected by events beyond VALTE's reasonable control.

68.2 Examples

Such events may include:

  • Natural disasters;
  • Fires;
  • Floods;
  • Utility failures;
  • Civil unrest;
  • Terrorism;
  • Government action.

68.3 Risk Allocation

Users acknowledge that extraordinary events may affect Custody operations, shipping operations, insurance availability, and claim resolution timelines.

69. ASSET RESTRICTIONS

69.1 Operational Restrictions

VALTE may restrict Assets when reasonably necessary to:

  • Protect ownership rights;
  • Prevent fraud;
  • Comply with legal obligations;
  • Resolve disputes.

69.2 Temporary Holds

Restrictions may remain in effect until VALTE determines that the underlying concern has been resolved.

70. NO GUARANTEE OF MARKETABILITY

70.1 Market Conditions

VALTE does not guarantee that any Asset:

  • Can be sold;
  • Will be sold;
  • Will achieve a desired price;
  • Will maintain value.

70.2 User Responsibility

Users remain solely responsible for decisions regarding:

  • Acquisition;
  • Retention;
  • Sale;
  • Withdrawal of Assets.

71. SELLER REPRESENTATIONS AND WARRANTIES

71.1 Seller Authority

Each Seller represents and warrants that:

(a) The Seller is the lawful owner of each listed Asset;

(b) The Seller possesses full authority to sell the Asset;

(c) The Asset is free from undisclosed liens, claims, and encumbrances;

(d) The Asset was not obtained through theft, fraud, or unlawful means.

71.2 Accuracy of Information

Sellers represent and warrant that all listing information is materially accurate.

71.3 Ongoing Obligation

Seller representations remain effective throughout the duration of the listing and transaction process.

72. BUYER REPRESENTATIONS AND WARRANTIES

72.1 Authority

Buyers represent and warrant that:

(a) They possess authority to complete transactions;

(b) They are authorized to use submitted payment methods;

(c) They intend to complete purchases submitted through the Marketplace.

72.2 Legitimate Transactions

Buyers shall not engage in transactions for fraudulent, unlawful, or deceptive purposes.

73. LISTING STANDARDS

73.1 Listing Requirements

Listings must comply with:

  • These Terms;
  • The Seller Agreement;
  • Applicable law;
  • Marketplace requirements.

73.2 Listing Removal

VALTE may remove listings at any time.

73.3 No Listing Guarantee

VALTE does not guarantee visibility, traffic, engagement, or transaction volume for any listing.

74. PRICING

74.1 Seller-Controlled Pricing

Except where otherwise stated, Sellers determine listing prices.

74.2 Pricing Errors

VALTE reserves the right to correct:

  • Technical pricing errors;
  • Obvious clerical mistakes;
  • System-generated errors;
  • Duplicate listings.

74.3 Manifest Errors

Transactions resulting from obvious pricing errors may be cancelled by VALTE.

Examples include:

  • Missing decimal places;
  • System malfunctions;
  • Clearly erroneous prices;
  • Technical failures.

75. TRANSACTION CANCELLATIONS

75.1 General Rule

Marketplace transactions are intended to be final.

75.2 Exceptions

VALTE may cancel transactions when reasonably necessary due to:

  • Fraud;
  • Compliance concerns;
  • Pricing errors;
  • Technical errors;
  • Payment failures;
  • Legal obligations.

75.3 Refunds

When transactions are cancelled, VALTE may issue refunds to the original payment method.

76. SYSTEM FAILURES

76.1 Technical Interruptions

Marketplace activity may be affected by:

  • Software failures;
  • Network interruptions;
  • Third-party outages;
  • Infrastructure failures.

76.2 Corrective Actions

VALTE may take actions reasonably necessary to address system failures.

76.3 Transaction Review

Transactions affected by technical failures may be reviewed and adjusted by VALTE.

77. DUPLICATE TRANSACTIONS

77.1 Duplicate Activity

VALTE may cancel duplicate or unintended transactions.

77.2 Error Resolution

VALTE may take reasonable steps to restore users to the position they would have occupied absent the error.

78. TRANSACTION REVERSALS

78.1 Limited Authority

VALTE reserves the right to reverse transactions only when reasonably necessary to:

  • Correct errors;
  • Address fraud;
  • Comply with legal obligations;
  • Protect Marketplace integrity.

78.2 Ownership Records

Ownership Records may be corrected when transaction reversals are required.

79. MARKETPLACE DISRUPTIONS

79.1 Operational Events

Marketplace operations may be disrupted by:

  • Technical issues;
  • Security incidents;
  • Regulatory developments;
  • Extraordinary events.

79.2 Protective Measures

VALTE may temporarily:

  • Suspend trading;
  • Restrict listings;
  • Delay transfers;
  • Delay withdrawals.

79.3 No Liability

VALTE shall not be liable for actions reasonably taken to preserve Marketplace integrity.

80. RESERVED RIGHTS

80.1 Marketplace Protection

VALTE may take actions reasonably necessary to:

  • Protect users;
  • Protect Assets;
  • Protect Ownership Records;
  • Protect Marketplace integrity.

80.2 Sole Discretion

Where these Terms grant VALTE discretion, VALTE may exercise that discretion in good faith based upon available information and operational requirements.

81. THIRD-PARTY SERVICES

81.1 Reliance on Providers

VALTE utilizes third-party providers including:

  • Payment processors;
  • Shipping providers;
  • Analytics providers;
  • Identity verification providers;
  • Insurance providers.

81.2 No Responsibility for Providers

VALTE is not responsible for acts, omissions, interruptions, failures, or decisions of independent third-party providers.

81.3 Provider Changes

VALTE may change service providers at any time.

82. NO GUARANTEE OF CONTINUED SERVICES

82.1 Service Availability

VALTE does not guarantee that any Service, feature, or functionality will remain available indefinitely.

82.2 Discontinuation

VALTE may discontinue features, products, or Services at any time.

82.3 Transition Measures

VALTE may implement reasonable transition procedures when discontinuing material Services.

83. CORPORATE TRANSACTIONS

83.1 Successor Entities

VALTE may transfer, assign, delegate, or otherwise convey its rights and obligations under these Terms in connection with:

  • A merger;
  • An acquisition;
  • A corporate reorganization;
  • A sale of assets;
  • A financing transaction;
  • A change of control.

83.2 Continuity of Services

Users agree that successor entities may continue operating the Services and maintaining Ownership Records.

83.3 Consent

No additional user consent shall be required for a transfer permitted under this Article.

84. SUCCESSOR OWNERSHIP RECORDS

84.1 Continuation

Ownership Records may be maintained by a successor entity following a corporate transaction.

84.2 Preservation

VALTE shall use commercially reasonable efforts to preserve Ownership Records during any transition.

84.3 Operational Changes

A successor entity may implement reasonable modifications to systems, procedures, and recordkeeping practices.

85. NOTICES

85.1 Electronic Notices

VALTE may provide notices electronically through:

  • Email;
  • Platform notifications;
  • Website postings;
  • Mobile application notifications.

85.2 Effective Delivery

Electronic notices shall be deemed delivered when transmitted or posted.

85.3 User Responsibility

Users are responsible for maintaining accurate contact information.

85.4 Legal Notices to VALTE

Users must send legal notices to:

support@valte.io

or such other address designated by VALTE.

86. ELECTRONIC SIGNATURES

86.1 Consent

Users consent to the use of electronic signatures and electronic records.

86.2 Legal Effect

Electronic signatures shall have the same force and effect as handwritten signatures.

86.3 Record Retention

Electronic records may be retained and relied upon by VALTE.

87. RELATIONSHIP OF THE PARTIES

87.1 Independent Relationship

Nothing contained in these Terms creates:

  • A partnership;
  • A joint venture;
  • An employment relationship;
  • An agency relationship beyond those expressly stated herein.

87.2 No Fiduciary Duties

Except as expressly provided, VALTE does not owe fiduciary duties to users.

88. THIRD-PARTY BENEFICIARIES

88.1 No Third-Party Rights

Except as expressly stated herein, these Terms create no rights in favor of third parties.

88.2 Protected Parties

The liability protections, indemnities, and disclaimers contained in these Terms extend to:

  • Officers;
  • Directors;
  • Managers;
  • Employees;
  • Contractors;
  • Affiliates;
  • Successors;
  • Assigns.

89. INTERPRETATION

89.1 Neutral Construction

These Terms shall be interpreted fairly and not strictly against either party.

89.2 Headings

Headings are provided solely for convenience and do not affect interpretation.

89.3 Singular and Plural

Words in the singular include the plural and vice versa where appropriate.

89.4 Including

The term "including" means "including without limitation."

90. SURVIVAL

90.1 Continuing Provisions

The following provisions survive termination of the Services, an Account, or these Terms:

  • Ownership Records;
  • Fees owed;
  • Payment obligations;
  • Indemnification obligations;
  • Arbitration provisions;
  • Class Action Waiver;
  • Limitation of Liability;
  • Governing Law;
  • Dispute Resolution;
  • Intellectual Property Rights;
  • Record Retention;
  • Confidentiality obligations.

90.2 Duration

Such provisions survive for the maximum period permitted by law.

91. WAIVER

91.1 No Implied Waiver

Failure to enforce any provision shall not constitute a waiver.

91.2 Written Waivers

Waivers must be in writing and signed by an authorized representative of VALTE.

92. LANGUAGE

92.1 English Language

The English-language version of these Terms controls.

92.2 Translations

Translations may be provided for convenience only.

93. EFFECTIVE DATE

These Terms are effective as of the Effective Date listed above and remain in effect until modified or replaced by VALTE.

DETAILED CUSTODY OPERATIONS

94. ASSET IDENTIFICATION

94.1 Internal Identification

VALTE may assign one or more internal identification numbers, serial numbers, inventory numbers, barcodes, QR codes, or similar identifiers to Assets maintained in Custody.

94.2 Administrative Purpose

Asset identifiers are used for:

  • Inventory control;
  • Ownership tracking;
  • Security procedures;
  • Custody administration;
  • Marketplace operations.

94.3 No Independent Ownership Rights

Internal identifiers do not create ownership rights independent of Ownership Records.

95. INVENTORY MANAGEMENT

95.1 Inventory Procedures

VALTE may maintain inventory management procedures designed to:

  • Track Assets;
  • Verify ownership records;
  • Maintain chain of custody;
  • Protect Assets.

95.2 Audits

VALTE may conduct periodic inventory audits and reconciliations.

95.3 Discrepancies

VALTE reserves the right to investigate discrepancies and temporarily restrict affected Assets during review.

96. CHAIN OF CUSTODY

96.1 Custody Tracking

VALTE may maintain records regarding:

  • Receipt of Assets;
  • Movement of Assets;
  • Transfers of ownership;
  • Withdrawals;
  • Other operational events.

96.2 Operational Reliance

VALTE may rely upon chain-of-custody records maintained in the ordinary course of business.

97. VAULT ACCESS

97.1 Restricted Access

Physical access to Custody facilities is restricted.

97.2 No User Access Rights

Users have no automatic right to enter, inspect, or access Custody facilities.

97.3 Operational Procedures

Any access granted shall be subject to operational, security, and compliance requirements established by VALTE.

98. INSPECTION REQUESTS

98.1 Requests

VALTE may, but is not obligated to, permit inspection requests relating to Assets held in Custody.

98.2 Conditions

Inspections may be subject to:

  • Scheduling requirements;
  • Fees;
  • Security procedures;
  • Verification requirements.

99. SUBSTITUTION PROHIBITION

99.1 Asset Integrity

VALTE shall not intentionally substitute one Asset for another.

99.2 Administrative Actions

Nothing in this Article prohibits reasonable administrative handling necessary for Custody operations.

100. OPERATIONAL DISCRETION

100.1 Administration

VALTE retains discretion regarding operational procedures necessary to administer Custody services.

100.2 Modifications

Custody procedures may be modified from time to time to improve security, efficiency, or compliance.

COMPLIANCE ESCALATION PROCEDURES

101. RISK-BASED REVIEW

101.1 Monitoring

VALTE may monitor transactions and account activity using risk-based procedures.

101.2 Review Factors

Review factors may include:

  • Transaction size;
  • Transaction frequency;
  • Account history;
  • Geographic indicators;
  • Fraud indicators;
  • Other risk factors.

102. ENHANCED DUE DILIGENCE

102.1 Additional Information

VALTE may request additional information when elevated risk is identified.

102.2 Examples

Additional information may include:

  • Proof of ownership;
  • Source of funds information;
  • Identification documents;
  • Transaction explanations;
  • Supporting records.

103. HIGH-RISK ACTIVITY

103.1 Restrictions

VALTE may restrict or review activity it reasonably considers high-risk.

103.2 Duration

Restrictions may remain in place until review is completed.

104. SANCTIONS SCREENING

104.1 Screening Rights

VALTE may conduct sanctions screening and related compliance reviews.

104.2 Ongoing Monitoring

Compliance reviews may occur before, during, or after transactions.

105. COMPLIANCE DECISIONS

105.1 Final Determinations

VALTE may make reasonable compliance determinations based upon available information.

105.2 No Disclosure Requirement

VALTE is not obligated to disclose internal compliance procedures, methodologies, or risk assessments.

106. REPORTING

106.1 Cooperation

Users agree to cooperate with reasonable compliance requests.

106.2 Refusal

Failure to cooperate may result in restrictions, suspension, or termination.

FUTURE SERVICES

107. NEW PRODUCTS

107.1 Future Expansion

VALTE may introduce new products, services, or features from time to time.

107.2 Additional Terms

Future services may be governed by separate agreements or supplemental terms.

108. INSTITUTIONAL ACCOUNTS

108.1 Future Programs

VALTE may establish programs for:

  • Businesses;
  • Dealers;
  • Institutions;
  • Professional sellers;
  • Investment entities.

108.2 Additional Requirements

Institutional users may be subject to additional terms and verification requirements.

109. INTERNATIONAL EXPANSION

109.1 Current Availability

The Services are currently intended for users located in the United States.

109.2 Future Availability

VALTE may expand into additional jurisdictions in the future.

109.3 Additional Requirements

International users may be subject to additional legal and compliance requirements.

110. PLATFORM EVOLUTION

110.1 Continuous Development

Users acknowledge that the Services may evolve over time.

110.2 No Obligation

VALTE is under no obligation to introduce specific features or maintain existing features indefinitely.

111. FINAL RESERVATION OF RIGHTS

111.1 Reserved Rights

Any right not expressly granted to users is reserved by VALTE.

111.2 Platform Protection

VALTE may take actions reasonably necessary to:

  • Protect Assets;
  • Protect Ownership Records;
  • Protect Users;
  • Protect Marketplace integrity;
  • Protect VALTE's business operations.

OWNERSHIP RECORDS, PLATFORM RECORDS, AND EVIDENTIARY MATTERS

112. PLATFORM RECORDS

112.1 Business Records

VALTE maintains records relating to:

  • Accounts;
  • Assets;
  • Ownership;
  • Transactions;
  • Withdrawals;
  • Communications;
  • Compliance reviews;
  • Operational activities.

112.2 Reliance

VALTE may rely upon records maintained in the ordinary course of business.

112.3 Evidentiary Value

Users agree that records maintained by VALTE may serve as evidence of:

  • Ownership history;
  • Transaction history;
  • Account activity;
  • Custody activity.

113. OWNERSHIP RECORD AUTHORITY

113.1 Primary Ownership Record

Ownership Records maintained by VALTE constitute the primary ownership record maintained by VALTE regarding Assets held in Custody.

113.2 Presumption

Ownership Records shall be presumed accurate unless corrected pursuant to these Terms.

113.3 Corrections

VALTE may correct Ownership Records when necessary to address:

  • Administrative errors;
  • Fraud;
  • Technical issues;
  • Unauthorized transactions;
  • Court orders;
  • Legal requirements.

114. TIMESTAMP AUTHORITY

114.1 System Records

System-generated timestamps may be used to determine:

  • Transaction priority;
  • Listing priority;
  • Offer priority;
  • Ownership transfer timing.

114.2 Discrepancies

VALTE reserves the right to resolve timestamp discrepancies in a commercially reasonable manner.

115. ACCOUNT INACTIVITY

115.1 Inactive Accounts

Accounts may be designated inactive after extended periods without meaningful user activity.

115.2 Administrative Actions

VALTE may contact inactive users and request confirmation of account status.

115.3 Record Preservation

Inactivity does not automatically terminate ownership rights.

116. LOST ACCOUNT ACCESS

116.1 Recovery Procedures

VALTE may establish procedures for recovering access to Accounts.

116.2 Verification

Recovery may require:

  • Identity verification;
  • Ownership verification;
  • Security review.

116.3 Discretion

VALTE reserves the right to deny recovery requests when fraud or security concerns exist.

117. COMMUNICATION RECORDS

117.1 Platform Communications

VALTE may maintain records of communications occurring through the Services.

117.2 Customer Support

Customer support communications may be recorded, stored, reviewed, and relied upon for operational purposes.

117.3 Operational Use

Such records may be used for:

  • Dispute resolution;
  • Fraud prevention;
  • Compliance;
  • Training;
  • Quality assurance.

118. SECURITY INCIDENT RESPONSE

118.1 Response Authority

VALTE may take actions reasonably necessary to respond to:

  • Cybersecurity incidents;
  • Data breaches;
  • Fraud events;
  • Unauthorized access.

118.2 Emergency Actions

Emergency actions may include:

  • Account restrictions;
  • Password resets;
  • Transaction holds;
  • Service interruptions.

118.3 User Cooperation

Users agree to cooperate with reasonable incident-response measures.

119. DATA MIGRATION

119.1 Platform Changes

VALTE may migrate data, records, and systems as part of platform upgrades or operational improvements.

119.2 Continuity

VALTE shall use commercially reasonable efforts to preserve data integrity during migrations.

120. OPERATIONAL EMERGENCIES

120.1 Emergency Authority

VALTE may take actions reasonably necessary to address operational emergencies.

120.2 Examples

Examples include:

  • Facility emergencies;
  • Security threats;
  • Natural disasters;
  • Technology failures;
  • Regulatory directives.

121. PLATFORM RELIANCE

121.1 User Responsibility

Users remain responsible for maintaining independent records regarding their Assets and transactions.

121.2 No Exclusive Reliance

Users should not rely exclusively on the Services as their sole recordkeeping system.

122. RESERVATION OF ADMINISTRATIVE AUTHORITY

122.1 Operational Authority

VALTE retains authority to administer the Services in a manner reasonably necessary to:

  • Protect users;
  • Protect Assets;
  • Maintain compliance;
  • Preserve operational integrity.

122.2 Good Faith

Administrative decisions shall be exercised in good faith based upon available information and operational needs.

MARKETPLACE ENFORCEMENT AND COMMERCIAL OPERATIONS

123. MARKETPLACE INTEGRITY PROGRAM

123.1 Objective

VALTE seeks to maintain a fair, orderly, and trustworthy Marketplace.

123.2 Enforcement Authority

VALTE may take actions reasonably necessary to preserve Marketplace integrity.

123.3 Commercial Reasonableness

Users acknowledge that Marketplace administration requires the exercise of judgment and discretion.

124. MARKET MANIPULATION

124.1 Prohibited Conduct

Users may not engage in activity designed to manipulate Marketplace pricing, demand, supply, visibility, or transaction activity.

124.2 Examples

Prohibited conduct includes:

  • Wash trading;
  • Self-dealing transactions;
  • Coordinated purchases;
  • Artificial pricing schemes;
  • Misleading offers;
  • Fraudulent transactions;
  • Market manipulation.

124.3 Enforcement

VALTE may investigate suspected manipulation and take corrective action.

125. SHILL BIDDING AND ARTIFICIAL OFFERS

125.1 Prohibited Conduct

Users may not submit offers or engage in transactions intended to create false demand, false market activity, or misleading pricing information.

125.2 Related Accounts

Transactions between related Accounts may be reviewed and restricted.

125.3 Investigations

VALTE may investigate patterns reasonably indicating artificial activity.

126. REPEAT OFFENDER PROGRAM

126.1 Escalating Enforcement

VALTE may implement escalating enforcement measures for repeat violations.

126.2 Examples

Enforcement measures may include:

  • Warnings;
  • Listing restrictions;
  • Account limitations;
  • Transaction restrictions;
  • Temporary suspensions;
  • Permanent termination.

126.3 Discretion

VALTE retains discretion regarding appropriate enforcement measures.

127. SELLER PERFORMANCE

127.1 Monitoring

VALTE may monitor Seller performance.

127.2 Evaluation Factors

Factors may include:

  • Compliance history;
  • Transaction history;
  • Ownership disputes;
  • Fraud investigations;
  • Marketplace conduct.

127.3 Restrictions

VALTE may impose restrictions on Sellers presenting elevated risk.

128. BUYER PERFORMANCE

128.1 Monitoring

VALTE may monitor Buyer activity.

128.2 Review Factors

Factors may include:

  • Failed transactions;
  • Payment disputes;
  • Chargebacks;
  • Fraud indicators;
  • Compliance concerns.

128.3 Restrictions

VALTE may restrict Buyers presenting elevated risk.

129. REPUTATION SYSTEMS

129.1 Future Programs

VALTE may establish reputation, trust, verification, badge, ranking, or performance systems.

129.2 No Property Rights

Users acquire no ownership rights in reputation scores or platform designations.

129.3 Modification

VALTE may modify or discontinue reputation systems at any time.

130. BULK SELLERS

130.1 Commercial Programs

VALTE may establish programs for high-volume Sellers.

130.2 Additional Requirements

Bulk Sellers may be subject to:

  • Additional agreements;
  • Additional verification;
  • Additional reporting requirements.

131. FUTURE AUCTION FUNCTIONALITY

131.1 Potential Services

VALTE may introduce auction-based functionality.

131.2 Supplemental Rules

Auctions may be governed by separate rules and procedures.

131.3 Additional Terms

Participation in auction services may require acceptance of additional terms.

132. MARKETPLACE CORRECTIONS

132.1 Error Correction

VALTE may correct Marketplace errors when reasonably necessary.

132.2 Examples

Examples include:

  • Listing errors;
  • Pricing errors;
  • Ownership errors;
  • Technical errors;
  • Transaction processing errors.

132.3 Good Faith Actions

Corrective actions shall be undertaken in good faith.

133. FRAUDULENT ACCOUNTS

133.1 Restriction Rights

VALTE may restrict or terminate Accounts suspected of fraudulent activity.

133.2 Asset Restrictions

Assets associated with suspected fraud may be restricted pending investigation.

133.3 Cooperation

Users agree to cooperate with fraud investigations.

134. COMMERCIAL DISCRETION

134.1 Marketplace Administration

VALTE may administer the Marketplace in a commercially reasonable manner designed to:

  • Protect users;
  • Protect Assets;
  • Protect Ownership Records;
  • Maintain operational integrity.

134.2 Reserved Rights

VALTE reserves rights reasonably necessary to operate and protect the Marketplace.

135. FUTURE COMMERCIAL PROGRAMS

135.1 New Programs

VALTE may introduce:

  • Preferred Seller programs;
  • Institutional programs;
  • Dealer programs;
  • Membership programs;
  • Promotional programs.

135.2 Additional Terms

Future programs may be governed by supplemental agreements.

136. FINAL MARKETPLACE PROTECTIONS

136.1 Platform Protection

VALTE may take actions reasonably necessary to protect:

  • Users;
  • Assets;
  • Ownership Records;
  • Custody operations;
  • Marketplace operations;
  • Business continuity.

136.2 Good Faith Standard

VALTE shall exercise rights granted under these Terms in good faith and based upon information reasonably available at the time.

136.3 Final Reservation

Any authority reasonably necessary to operate, protect, secure, maintain, administer, or improve the Services that is not expressly prohibited by these Terms is reserved by VALTE.