Important Notice
Important Notice
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE APPLYING FOR AUTHORIZATION, ACCESSING USDV-RELATED SERVICES, REQUESTING MINTING OR REDEMPTION, INTEGRATING USDV INTO ANY PROTOCOL, HOLDING USDV, TRANSFERRING USDV, OR OTHERWISE INTERACTING WITH USDV.
BY CLICKING “I AGREE”, SUBMITTING AN APPLICATION, REQUESTING AUTHORIZATION, REQUESTING MINTING OR REDEMPTION, INTEGRATING USDV, OR OTHERWISE USING ANY USDV-RELATED SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ACCEPTED, AND AGREED TO BE BOUND BY THIS DISCLAIMER, ACCESS TERMS, RISK DISCLOSURE, AND USER ACKNOWLEDGEMENT.
IF YOU DO NOT AGREE, YOU MUST NOT PROCEED.
USDV is a permissioned digital settlement asset issued and managed by Valtorum. USDV is initially available on the XRP Ledger and may be issued, supported, bridged, deployed, or otherwise made available on additional blockchain networks, distributed ledger technologies, payment rails, or digital settlement infrastructures as determined by Valtorum.
USDV is permissioned on every blockchain network, distributed ledger, or settlement infrastructure where it is issued or supported.
Authorization is required before a wallet, account, institution, protocol, issuer, or other participant may interact with USDV in any manner permitted by Valtorum’s systems and policies.
USDV has a core structural feature that distinguishes it from many other digital assets: once an account, wallet, or participant has been authorized following due diligence, KYC, KYB, sanctions screening, and applicable compliance review, Valtorum cannot freeze, claw back, reverse, confiscate, forcibly burn, seize, or otherwise unilaterally recover validly issued USDV.
This is not a temporary feature. It is a fundamental design principle of USDV.
USDV is built around pre-authorization, risk-based onboarding, controlled issuance, controlled redemption, and institutional participation rather than post-issuance issuer control.
01
Purpose of This Disclaimer
This document explains the terms, limitations, risks, acknowledgements, and disclosures applicable to USDV and USDV-related services.
It is intended to ensure that every applicant, authorized participant, institution, protocol, issuer, developer, integration partner, liquidity participant, individual user, or other party understands the nature of USDV before proceeding.
This document covers:
- USDV’s permissioned structure
- Authorization requirements
- Due diligence and KYC/KYB requirements
- Valtorum’s discretionary approval process
The absence of freeze and clawback functionality
Institutional minting requirements
Reserve deposit requirements
Benefits available to qualifying institutional and protocol partners
Individual authorization pathways
Centralized exchange policy
Geographic and geopolitical neutrality
Supported networks
Compliance responsibilities
Risk disclosures
User acknowledgements
Limitations of liability
Acceptance requirements
This document should be read together with Valtorum’s Terms of Use, Privacy Policy, Compliance & Enforcement Policy, Sanctions Policy, Complaints Policy, Law Enforcement Request Policy, AML & KYC Policy, Reserve Policy, and any applicable institutional, protocol, issuer, minting, redemption, or commercial agreement.
In the event of conflict between this document and a separately executed written agreement between Valtorum and an institutional partner, protocol partner, issuer, minting counterparty, or redemption counterparty, the specific executed agreement may prevail solely to the extent of that conflict, unless otherwise stated.
02
Nature of USDV
USDV is a permissioned digital settlement asset.
USDV is designed to support controlled, compliant, institutionally oriented digital settlement activity across supported blockchain networks and digital settlement infrastructures.
USDV is not intended to function as an unrestricted public stablecoin available to any wallet without prior authorization.
USDV is not designed as a consumer payment token distributed directly by Valtorum through centralized exchanges.
USDV is not designed around issuer-controlled freezing, issuer-controlled seizure, issuer-controlled confiscation, issuer-controlled forced burn, issuer-controlled reversal, or issuer-controlled clawback.
USDV is instead designed around:
- Pre-authorization
- Institutional onboarding
- Wallet-level or account-level eligibility
- KYC and KYB review
- Sanctions screening
- Risk-based due diligence
- Controlled minting
- Controlled redemption
- Supported protocol and institutional relationships
- Transparent settlement logic
- No post-issuance freeze or clawback by Valtorum
USDV’s permissioned nature means that eligibility to participate is determined before authorization is granted.
03
Permissioned on Every Supported Network
USDV is permissioned on every blockchain network, distributed ledger, or digital settlement infrastructure where it is issued, deployed, supported, bridged, or otherwise made available.
No deployment of USDV should be understood as unrestricted, permissionless, or freely available to all participants merely because the underlying network itself may be public, decentralized, or permissionless.
If USDV is issued or supported on a public blockchain, the underlying blockchain may be public, but USDV remains permissioned.
If USDV is issued or supported on a private blockchain, permissioned ledger, rollup, sidechain, application chain, smart contract platform, settlement network, or institutional infrastructure, USDV remains permissioned.
If USDV is issued or supported through a bridge, wrapper, interoperability layer, custodial infrastructure, or institutional integration, USDV remains permissioned to the extent determined by Valtorum and the applicable implementation.
Authorization is a condition of participation.
A wallet, account, smart contract, institution, protocol, issuer, or other participant may be required to complete onboarding before it can hold, receive, send, mint, redeem, integrate, route, settle, custody, or otherwise interact with USDV.
Valtorum may determine the permissioning model for each supported network based on technical, legal, regulatory, commercial, security, and operational considerations.
04
Authorization Is Required
No person or entity has an automatic right to use USDV.
Authorization may be required for:
- Individuals
- Institutions
- Protocols
- Issuers
- Liquidity providers
- Market makers
- Treasury participants
- Custodians
- Wallets
- Smart contracts
- Payment applications
- Exchanges
- OTC desks
- Prime brokerage platforms
- Tokenized asset issuers
- Stablecoin issuers
- Settlement providers
- On-chain applications
- Off-chain settlement intermediaries
- Any other participant identified by Valtorum
Authorization may involve, without limitation:
- Identity verification
- KYC review
- KYB review
- Ultimate beneficial ownership review
- Sanctions screening
- Politically exposed person screening
- Adverse media screening
- AML review
- Source of funds review
- Source of wealth review
- Wallet ownership verification
- Business model assessment
- Regulatory assessment
- Jurisdictional assessment
- Technical assessment
- Risk assessment
- Legal documentation
- Institutional agreement execution
- Protocol integration review
- Security review
- Ongoing due diligence
- Authorization may be granted, denied, delayed, restricted, conditioned, suspended before activation, or declined at Valtorum’s discretion.
- Submission of information does not guarantee authorization.
- Passing KYC does not guarantee authorization.
- Providing all requested documents does not guarantee authorization.
- Having an existing relationship with a protocol, institution, issuer, or partner of Valtorum does not guarantee authorization.
05
No Right to Approval
You acknowledge and agree that authorization to use USDV is discretionary.
Valtorum may deny authorization without providing a reason.
Valtorum may decline any application based on internal policies, risk assessment, compliance review, commercial considerations, operational limitations, regulatory considerations, sanctions concerns, jurisdictional issues, incomplete information, fraud prevention, adverse media, business model concerns, reputational risk, technical limitations, strategic priorities, or any other reason determined by Valtorum.
Valtorum is not required to disclose:
- Internal risk assessments
- Compliance scoring
- Screening results
- Adverse media findings
- Sanctions screening logic
- Fraud detection methods
- Internal policy reasons
- Operational reasons
- Legal advice
- Regulatory considerations
- Confidential information
- Reasons for denial
- A denial of authorization does not mean that Valtorum has accused the applicant of unlawful activity.
- A denial may simply reflect Valtorum’s internal eligibility criteria, risk appetite, operational policies, business priorities, or inability to support the applicant at that time.
- No applicant has any legal, contractual, equitable, economic, or property right to obtain authorization.
06
No Freeze, No Clawback, No Reversal
USDV has been designed so that, once validly issued and once the relevant account, wallet, or participant has been authorized through Valtorum’s applicable due diligence and KYC/KYB process, Valtorum cannot freeze, claw back, reverse, confiscate, seize, forcibly burn, or unilaterally recover validly issued USDV.
This is a core structural feature of USDV.
Valtorum does not retain a discretionary issuer freeze function over validly issued USDV.
Valtorum does not retain a discretionary issuer clawback function over validly issued USDV.
Valtorum does not reserve a contractual right to freeze validly issued USDV.
Valtorum does not reserve a contractual right to claw back validly issued USDV.
Valtorum does not reserve a contractual right to reverse validly settled USDV transactions.
Valtorum does not reserve a contractual right to forcibly burn validly issued USDV held by an authorized participant.
Valtorum does not represent that it can recover USDV sent to the wrong wallet, lost through compromised keys, transferred to a fraudulent counterparty, or otherwise moved through a valid blockchain transaction.
This means that users must treat USDV transfers as final once settled on the relevant supported network, subject to the technical rules of that network.
07
Consequences of the No-Freeze Structure
The no-freeze and no-clawback structure provides settlement certainty but also creates important risks.
You acknowledge that:
- Valtorum cannot reverse a completed USDV transfer.
- Valtorum cannot claw back USDV transferred by mistake.
- Valtorum cannot freeze USDV after a fraud report.
- Valtorum cannot forcibly burn USDV held by an authorized account.
- Valtorum cannot seize USDV on behalf of a private claimant.
- Valtorum cannot recover USDV lost through wallet compromise.
- Valtorum cannot correct user error by reversing blockchain settlement.
- Valtorum cannot guarantee recovery of funds in a scam, hack, phishing attack, mistaken transfer, or private dispute.
- Valtorum cannot create technical powers that USDV’s design does not provide.
Users are solely responsible for:
- Verifying wallet addresses
- Verifying counterparties
- Maintaining wallet security
- Protecting private keys
- Avoiding phishing
- Confirming transaction details
- Understanding network fees
- Understanding transaction finality
- Managing operational risk
- Seeking independent legal and technical advice
- Confirming that their use of USDV is lawful
The absence of freeze and clawback rights is not a waiver of Valtorum’s compliance obligations. It means that Valtorum’s compliance model is front-loaded through permissioned participation, due diligence, and controlled access rather than post-issuance asset control.
08
Compliance Actions Available to Valtorum
Although Valtorum cannot freeze or claw back validly issued USDV, Valtorum may still take compliance, legal, operational, or commercial actions available to it.
These may include:
- Denying initial authorization
- Refusing additional wallet authorization
- Declining future onboarding
- Declining future minting requests
- Declining future redemption requests
- Declining future institutional relationships
- Declining future protocol integrations
- Terminating direct commercial relationships
- Refusing access to Valtorum-operated portals
- Refusing access to Valtorum-operated APIs
- Requesting additional information
- Conducting enhanced due diligence
- Preserving records
- Filing reports where required by law
- Responding to valid legal process
- Cooperating with competent authorities
- Updating risk classifications
- Rejecting incomplete or high-risk applications
- Taking action against misuse of Valtorum branding
- Issuing public security notices
- Blocking access to websites, dashboards, or administrative systems controlled by Valtorum
- Exercising any other non-freeze, non-clawback rights available under applicable law or agreement
- For the avoidance of doubt, none of the above should be interpreted as giving Valtorum the ability to freeze, claw back, reverse, seize, confiscate, forcibly burn, or unilaterally recover validly issued USDV.
09
Institutional Purpose of USDV
USDV is intended primarily for institutions, protocols, issuers, and other professional participants that require a permissioned, settlement-oriented, reserve-backed digital asset.
USDV is designed for use cases including, without limitation:
- Prime stablecoin pairing
- Protocol liquidity
- Trading pair infrastructure
- Settlement assets for digital markets
- Institutional treasury operations
- Tokenized asset settlement
- On-chain collateral frameworks
- Payment and settlement infrastructure
- Regulated protocol integrations
- Issuer reserve and liquidity operations
- Market-maker settlement
- OTC settlement
- Treasury routing
- Financial application infrastructure
- Other approved institutional or protocol purposes
- USDV is not primarily designed as a retail speculation asset.
- USDV is not primarily designed for anonymous use.
- USDV is not primarily designed for unrestricted consumer exchange distribution.
- USDV is not primarily designed for direct centralized exchange listing by Valtorum.
10
Individual Users
Individuals may seek authorization to use USDV, but individual authorization is not the primary intended access pathway.
For individuals seeking authorization, the preferred and most efficient pathway is generally through a protocol, institution, issuer, platform, or business that already has an established relationship with Valtorum.
Where an individual is onboarded through an existing Valtorum partner, KYC, onboarding, account verification, wallet verification, and compliance review may be streamlined for that partner’s clients, users, counterparties, or participants.
However, streamlined onboarding does not guarantee approval.
Individuals remain subject to:
- Identity verification
- KYC review
- Sanctions screening
- Jurisdictional review
- Wallet verification
- Risk assessment
- Partner-level controls
- Valtorum-level controls where applicable
- Any additional information requests
- Valtorum may deny individual authorization without providing a reason.
- Valtorum may prioritize institutional, protocol, issuer, and partner relationships over individual direct onboarding.
- Valtorum may limit, delay, or decline direct individual applications where it determines that individual onboarding is not commercially, operationally, legally, technically, or strategically appropriate.
11
Institutional and Protocol Minting Eligibility
Minting USDV is not available to all users.
Minting is intended for approved institutions, protocols, issuers, and other qualified counterparties that have completed Valtorum’s onboarding, documentation, technical review, compliance review, and reserve deposit requirements.
To be eligible to mint USDV, an institution, protocol, issuer, or approved counterparty must generally deposit and maintain USD reserves with Valtorum equal to at least 105% of the amount of USDV sought to be minted, unless otherwise agreed in a separate written agreement.
For example, subject to Valtorum approval and applicable documentation:
- To mint 1,000,000 USDV, an approved participant would be required to deposit at least USD 1,050,000 in eligible USD reserves with Valtorum.
- To mint 10,000,000 USDV, an approved participant would be required to deposit at least USD 10,500,000 in eligible USD reserves with Valtorum.
- To mint 100,000,000 USDV, an approved participant would be required to deposit at least USD 105,000,000 in eligible USD reserves with Valtorum.
- The 105% reserve requirement is intended to provide an additional reserve buffer and to support the integrity, resilience, and institutional reliability of USDV.
Valtorum may require a higher reserve percentage based on:
- Participant risk
- Jurisdictional risk
- Market conditions
- Liquidity requirements
- Settlement risk
- Banking costs
- Reserve composition
- Regulatory expectations
- Operational considerations
- Counterparty profile
- Commercial agreement terms
- Protocol-specific risk
- Issuer-specific risk
- Valtorum’s internal policies
- Valtorum is not required to approve minting merely because reserves have been deposited.
- Valtorum may decline or delay minting if required information, documentation, approvals, confirmations, banking processes, compliance checks, or operational steps have not been completed to Valtorum’s satisfaction.
12
Reserve Deposit Requirement
Institutions, protocols, issuers, and approved counterparties seeking minting eligibility must satisfy Valtorum’s reserve deposit requirements.
Reserve deposits may be subject to:
- Minimum size requirements
- 105% initial reserve requirement
- Additional margin or buffer requirements
- Banking receipt confirmation
- Settlement confirmation
- Source of funds review
- Source of wealth review
- Compliance clearance
- AML review
- Sanctions screening
- Counterparty risk review
- Documentation review
- Reserve agreement execution
- Ongoing reserve maintenance
- Reconciliation procedures
- Reporting requirements
- Operational cut-off times
- Banking rail limitations
- Redemption queue procedures
- Fees and expenses
- Commercial terms agreed separately
- Reserve deposits must be made only through channels approved by Valtorum.
- Valtorum may reject, return, delay, or place under review any funds received from unapproved sources, unsupported jurisdictions, incomplete sender information, mismatched sender names, suspicious origin, third-party accounts, or other circumstances raising legal, compliance, operational, or risk concerns.
- The treatment of reserve deposits, including whether funds are held in segregated accounts, omnibus accounts, bank accounts, treasury accounts, custodial accounts, money market instruments, government securities, or other eligible reserve arrangements, will be determined by Valtorum’s applicable Reserve Policy and any separate written agreement.
- No participant should assume that a reserve deposit creates a bank deposit, trust account, custodial entitlement, security interest, investment account, or other legal relationship unless expressly stated in a separate written agreement.
13
Minting Is Discretionary
Even where an institution, protocol, issuer, or counterparty satisfies the 105% reserve deposit requirement, minting remains discretionary.
Valtorum may decline, delay, condition, or limit minting based on:
- Incomplete onboarding
- Incomplete documentation
- Compliance concerns
- Sanctions concerns
- Legal concerns
- Regulatory concerns
- Operational risk
- Banking delays
- Settlement failures
- Reserve verification issues
- Internal policy
- Market disruption
- Network disruption
- Security concerns
- Protocol risk
- Issuer risk
- Jurisdictional concerns
- Reputational concerns
- Commercial considerations
- Any other reason determined by Valtorum
- No participant has an automatic right to mint USDV.
- No participant may mint USDV without prior approval from Valtorum.
14
Redemption Is Discretionary and Subject to Eligibility
Redemption of USDV directly through Valtorum is not available to all holders.
Direct redemption is generally intended for approved institutional, protocol, issuer, or commercial counterparties that have entered into applicable agreements with Valtorum.
Redemption may be subject to:
- Eligibility requirements
- Minimum redemption thresholds
- KYC/KYB review
- Sanctions screening
- Wallet verification
- Banking verification
- Reserve verification
- Settlement cut-off times
- Liquidity availability
- Banking availability
- Fees and expenses
- Documentation requirements
- Compliance review
- Source of funds review
- Transaction monitoring
- Enhanced due diligence
- Regulatory restrictions
- Operational capacity
- Commercial agreement terms
- Valtorum may decline or delay redemption requests where required by law, internal policy, operational limitations, risk considerations, incomplete information, banking constraints, sanctions concerns, regulatory considerations, or other factors.
- Nothing in this document guarantees that every USDV holder has a direct redemption right against Valtorum.
- Holders that acquire USDV through a protocol, institution, issuer, or partner may need to redeem, exit, convert, or settle through that protocol, institution, issuer, or partner according to the terms applicable to that relationship.
15
Partner Benefits and Retained Earnings
Approved institutions, protocols, issuers, and other qualifying counterparties that choose USDV as a prime stablecoin partner may be eligible to receive commercial benefits from Valtorum.
These benefits may include, subject to a separate written agreement:
- Retained earnings participation
- Reserve-related commercial incentives
- Protocol partnership benefits
- Preferred integration support
- Technical support
- Liquidity support
- Settlement support
- Co-marketing opportunities
- Institutional onboarding support
- Partner dashboard access
- Priority operational support
- Reporting tools
- API access
- Customized treasury workflows
- Other negotiated commercial benefits
- Where applicable, qualifying institutions and protocols may receive the benefit of retained earnings from underlying reserves of up to 10% of interest earned, subject to separate agreement, eligibility, applicable law, reserve structure, expenses, taxes, fees, banking costs, operational costs, and Valtorum’s internal policies.
Any retained earnings benefit:
- Is not automatic
- Is not available to all users
- Is not available to all holders
- Is not available merely by holding USDV
- Is not guaranteed
- Is subject to separate written agreement
- May be reduced by costs, fees, taxes, expenses, and reserves
- May vary by institution, protocol, issuer, counterparty, reserve size, jurisdiction, and commercial arrangement
- May be modified, suspended, or terminated according to applicable agreement terms
- Does not create ownership rights in Valtorum
- Does not create a security, equity interest, partnership interest, deposit account, trust interest, or investment product unless expressly stated in a separate legally binding agreement
- Does not represent interest paid to USDV holders merely for holding USDV
- For the avoidance of doubt, the retained earnings benefit is an institutional or protocol commercial arrangement, not a public yield product.
- Individuals should not purchase, hold, or use USDV with any expectation of receiving interest, yield, dividends, profits, retained earnings, revenue share, staking rewards, investment returns, or any similar benefit.
16
No Yield Product for Individuals
USDV is not marketed as an investment product for individuals.
USDV is not marketed as a yield-bearing stablecoin for individuals.
USDV holders do not automatically receive interest.
USDV holders do not automatically receive revenue sharing.
USDV holders do not automatically receive retained earnings.
USDV holders do not automatically receive reserve income.
USDV holders do not automatically receive protocol incentives from Valtorum.
Any commercial benefit associated with retained earnings from underlying reserves is available only to qualifying institutions, protocols, issuers, or approved counterparties under separate written agreement with Valtorum.
Individuals should not rely on any expectation of profit from holding USDV.
17
Centralized Exchange Policy
Valtorum does not and will not directly list USDV on centralized exchanges.
Valtorum does not sponsor direct centralized exchange listings of USDV.
Valtorum does not rely on centralized exchange listings as the primary distribution strategy for USDV.
Valtorum does not distribute USDV as a retail exchange token through centralized exchange listing campaigns.
Valtorum’s decision not to directly list USDV on centralized exchanges is part of USDV’s structural positioning as a permissioned, institutionally oriented, geographically and geopolitically agnostic settlement asset.
USDV is intended to be accessed through authorized institutions, protocols, issuers, partners, and approved settlement relationships rather than direct retail centralized exchange listings initiated by Valtorum.
If a third party, centralized exchange, broker, OTC desk, custodian, market participant, protocol, or other platform independently claims to support, list, trade, custody, wrap, reference, or make USDV available, such activity should not be assumed to be authorized, sponsored, endorsed, supported, guaranteed, or operated by Valtorum unless Valtorum expressly confirms such relationship through official channels.
Valtorum is not responsible for:
- Unauthorized exchange listings
- Third-party trading markets
- Exchange insolvency
- Exchange custody failures
- Withdrawal suspensions
- Delisting events
- Third-party pricing
- Order book liquidity
- Market manipulation on third-party venues
- Unauthorized wrappers
- Synthetic versions of USDV
- Misleading exchange descriptions
- Third-party regulatory failures
- Third-party KYC failures
- Third-party user losses
- Third-party hacks
- Third-party wallet failures
- Users should verify all USDV-related relationships through official Valtorum channels at valtorum.com.
18
Geographic and Geopolitical Agnosticism
USDV is designed to be geographically and geopolitically agnostic in its distribution architecture.
This means that Valtorum does not design USDV around direct centralized exchange listing strategies tied to particular exchange jurisdictions, political markets, or retail distribution campaigns.
USDV is intended to operate as an institutionally accessible settlement asset across supported networks, subject to authorization, due diligence, and risk assessment.
Geographic and geopolitical agnosticism does not mean that USDV is available to every person, entity, country, territory, jurisdiction, or wallet.
Geographic and geopolitical agnosticism does not mean that Valtorum ignores sanctions laws, AML obligations, counter-terrorist financing obligations, local legal restrictions, regulatory requirements, or internal risk policies.
Geographic and geopolitical agnosticism does not mean that prohibited persons may access USDV.
Geographic and geopolitical agnosticism does not mean that Valtorum will authorize users from every jurisdiction.
Geographic and geopolitical agnosticism does not mean that Valtorum will approve applications involving elevated legal, regulatory, sanctions, operational, or reputational risk.
Valtorum may deny authorization based on internal policies and risk assessment without providing a reason.
19
No Circumvention of Law
USDV’s no-freeze and no-clawback design must not be interpreted as permission to violate law.
Users must not use USDV to:
- Evade sanctions
- Circumvent AML controls
- Launder money
- Finance terrorism
- Finance proliferation
- Facilitate fraud
- Commit tax evasion
- Conceal beneficial ownership
- Misrepresent identity
- Use stolen funds
- Engage in bribery
- Engage in corruption
- Facilitate ransomware
- Facilitate cybercrime
- Conduct unauthorized money transmission
- Conduct market manipulation
- Mislead users
- Impersonate Valtorum
- Violate applicable law
- Valtorum may deny authorization, decline future services, refuse minting, refuse redemption, terminate commercial relationships, preserve records, and cooperate with competent authorities where required or permitted by law.
The absence of freeze and clawback functions does not create immunity from legal process, law enforcement investigation, civil liability, regulatory action, tax obligations, or criminal prosecution.
20
Supported Networks and Network Risk
USDV may be issued or supported on one or more blockchain networks, distributed ledger technologies, settlement infrastructures, or other technical environments selected by Valtorum.
USDV is initially available on the XRP Ledger and may be expanded to additional networks at Valtorum’s discretion.
Each supported network may have different:
- Transaction fees
- Settlement speeds
- Finality characteristics
- Consensus mechanisms
- Validator structures
- Smart contract risks
- Upgrade processes
- Governance models
- Security assumptions
- Outage risks
- Congestion risks
- Bridge risks
- Wallet risks
- Explorer availability
- Compliance tooling
- Permissioning mechanisms
- Operational constraints
- Valtorum does not control independent validators, miners, node operators, protocol developers, bridge operators, infrastructure providers, wallet providers, custodians, explorers, or third-party network participants unless expressly stated.
- Valtorum is not responsible for network failures, validator failures, congestion, forks, bugs, protocol changes, third-party infrastructure failures, wallet failures, bridge failures, chain reorganizations, oracle failures, endpoint failures, or other technical events beyond its control.
- Users are responsible for understanding the risks of the network they use.
21
Wallet and Account Responsibility
Users are solely responsible for maintaining the security of their wallets, accounts, private keys, seed phrases, hardware devices, signing devices, access credentials, and operational procedures.
Valtorum cannot recover lost private keys.
Valtorum cannot recover seed phrases.
Valtorum cannot reverse transactions signed by a compromised wallet.
Valtorum cannot claw back USDV sent to a scammer.
Valtorum cannot freeze stolen USDV.
Valtorum cannot forcibly burn stolen USDV.
Valtorum cannot guarantee recovery following phishing, malware, social engineering, SIM swap attacks, insider threats, compromised devices, or operational mistakes.
Users must implement appropriate controls, including:
- Hardware security
- Multi-signature arrangements
- Transaction verification procedures
- Whitelisting
- Internal approvals
- Segregation of duties
- Secure key management
- Staff training
- Fraud controls
- Counterparty verification
- Incident response procedures
- Legal review
- Technical review
- Cybersecurity policies
- Institutions, protocols, and issuers should maintain professional-grade treasury and custody controls before interacting with USDV.
22
No Investment, Legal, Tax, Accounting, or Regulatory Advice
Nothing published by Valtorum should be interpreted as:
- Investment advice
- Legal advice
- Tax advice
- Accounting advice
- Regulatory advice
- Financial planning advice
- Securities advice
- Trading advice
- Custody advice
- Risk management advice
- Recommendation to purchase USDV
- Recommendation to sell USDV
- Recommendation to hold USDV
- Recommendation to integrate USDV
- Recommendation to use USDV in any jurisdiction
- Users must obtain independent professional advice before using USDV.
- Institutions, protocols, issuers, and partners must conduct their own legal, regulatory, accounting, tax, technical, security, and financial analysis.
23
No Securities Offering
USDV is not offered as an investment in Valtorum.
USDV does not represent equity in Valtorum.
USDV does not represent debt of Valtorum unless expressly stated in a separate written agreement.
USDV does not represent a share, stock, partnership interest, fund interest, note, bond, debenture, derivative, collective investment scheme interest, or investment contract.
USDV does not confer voting rights in Valtorum.
USDV does not confer governance rights in Valtorum.
USDV does not confer rights to profits of Valtorum.
USDV does not confer rights to dividends.
USDV does not confer rights to retained earnings, except where a separate institutional or protocol agreement expressly provides a commercial benefit to an approved counterparty.
USDV should not be acquired with an expectation of profit from the efforts of Valtorum.
Any institutional retained earnings benefit must be separately documented and should not be interpreted as a public offering of yield, securities, deposit products, or investment products.
24
No Bank Deposit or Government Insurance
USDV is not a bank deposit.
USDV is not insured by any government deposit insurance scheme unless expressly stated by Valtorum and confirmed by applicable law.
USDV is not guaranteed by any government.
USDV is not legal tender unless expressly recognized as such by applicable law.
USDV is not a central bank liability.
USDV is not a sovereign currency.
USDV is not a claim on a central bank.
USDV is not equivalent to holding fiat currency in a personal bank account.
Reserve arrangements, redemption rights, institutional rights, and related obligations are governed by Valtorum’s policies and applicable agreements.
Users should not assume that holding USDV gives them direct rights to any specific bank account, reserve account, treasury asset, money market instrument, or other reserve asset.
25
Reserve and Backing Disclosure
USDV is intended to be supported by reserve arrangements determined by Valtorum.
Institutions, protocols, issuers, or approved counterparties seeking to mint USDV are generally required to deposit 105% in USD reserves with Valtorum, subject to agreement and approval.
The reserve structure may include:
- USD cash
- Bank deposits
- Treasury instruments
- Money market instruments
- Short-term liquid instruments
- Custodial arrangements
- Settlement accounts
- Other eligible reserve assets determined by Valtorum
- The exact composition, custody, accounting treatment, reporting, and economics of reserves may vary and may be governed by Valtorum’s Reserve Policy and specific written agreements.
- Reserve assets may generate interest or other earnings.
- Valtorum may retain reserve earnings except where a separate agreement provides that an approved institution, protocol, issuer, or partner may receive a portion of retained earnings or other commercial benefit.
- Any such benefit is limited to the terms of the applicable agreement.
26
No Guaranteed Liquidity
USDV may not always be liquid.
USDV may not always trade at a specific price on third-party venues.
USDV may not always be accepted by a counterparty.
USDV may not always be supported by a wallet, protocol, bridge, application, exchange, or custodian.
USDV may not always be redeemable by every holder directly through Valtorum.
Liquidity may depend on:
- Institutional participants
- Protocol integrations
- Partner networks
- Reserve arrangements
- Redemption eligibility
- Market demand
- Technical network conditions
- Jurisdictional access
- Risk controls
- Banking availability
- Partner support
- Operational conditions
- Users should not assume that they can immediately convert USDV into fiat currency, another stablecoin, another digital asset, or any other form of value at any particular price or time.
27
Protocol and Institution Integration Risk
Protocols, institutions, issuers, and partners integrating USDV are responsible for their own systems, disclosures, user agreements, risk controls, compliance obligations, and technical implementation.
Valtorum does not assume responsibility for:
- Protocol smart contract failures
- Protocol governance failures
- Oracle failures
- Exploits
- Hacks
- Bad debt
- Liquidation failures
- Incorrect integrations
- Front-end attacks
- Bridge failures
- Protocol insolvency
- Unauthorized wrappers
- Third-party custody
- Institutional misrepresentations
- Partner user agreements
- Partner KYC failures
- Partner communication failures
- User losses caused by third-party systems
- Any protocol or institution integrating USDV must make clear to its users whether the user has a relationship with Valtorum or only with the protocol or institution.
- No protocol, institution, issuer, or partner may represent that Valtorum guarantees the protocol, guarantees its solvency, guarantees its user balances, guarantees its smart contracts, guarantees its trading markets, or guarantees its user onboarding unless expressly authorized in writing by Valtorum.
28
Third-Party Representations
No third party may make representations about USDV without authorization from Valtorum.
Unauthorized parties must not claim that:
- They are Valtorum
- They represent Valtorum
- They are an official USDV issuer
- They can guarantee authorization
- They can guarantee minting
- They can guarantee redemption
- They can guarantee retained earnings
- They can guarantee institutional approval
- They can bypass KYC
- They can bypass KYB
- They can bypass sanctions screening
- They can recover USDV
- They can freeze USDV
- They can claw back USDV
- They can reverse USDV transactions
- They are an official centralized exchange listing partner unless confirmed by Valtorum
- Users should verify all official relationships through valtorum.com.
30
Due Diligence and Ongoing Review
Valtorum may conduct due diligence before and after authorization.
Due diligence may include:
- Identity verification
- Business verification
- Beneficial ownership review
- AML screening
- Sanctions screening
- PEP screening
- Adverse media screening
- Wallet analysis
- Blockchain analytics
- Transaction monitoring
- Jurisdictional review
- Source of funds review
- Source of wealth review
- Institutional review
- Technical review
- Security review
- Regulatory review
- Commercial review
- Ongoing monitoring
- Valtorum may request updated information at any time.
- Failure to provide requested information may result in denial of future services, denial of minting, denial of redemption, termination of direct relationship, or refusal of additional authorization.
31
Law Enforcement and Regulatory Cooperation
Valtorum may cooperate with competent law enforcement agencies, regulators, courts, financial intelligence units, sanctions authorities, tax authorities, and other governmental bodies where required or permitted by applicable law.
Cooperation may include:
- Preserving records
- Producing information in response to valid legal process
- Responding to court orders
- Responding to regulatory requests
- Responding to emergency disclosure requests where legally appropriate
- Filing reports required by law
- Providing compliance records where legally required
- Providing account or application information where legally required
- Providing wallet information in Valtorum’s possession where legally required
- However, Valtorum cannot freeze, claw back, reverse, confiscate, seize, forcibly burn, or unilaterally recover validly issued USDV.
Legal or regulatory cooperation does not alter USDV’s structural design.
No law enforcement request, private complaint, fraud report, court order, or regulatory request should be understood as creating technical abilities that Valtorum does not possess.
32
Complaints and Fraud Reports
Users may report suspected fraud, impersonation, phishing, fake websites, fake applications, misuse of Valtorum branding, unauthorized listings, suspicious communications, or USDV-related scams to Valtorum through official channels at valtorum.com.
Submitting a complaint or fraud report does not guarantee:
- Authorization
- Reversal of a transaction
- Recovery of USDV
- Freezing of USDV
- Clawback of USDV
- Compensation
- Investigation disclosure
- Regulatory action
- Law enforcement action
- Response within a specific timeframe
- Any particular outcome
Because USDV cannot be frozen or clawed back by Valtorum after valid issuance, users who believe they are victims of crime should promptly contact their local law enforcement agency and seek independent legal advice.
33
Tax Responsibility
Users are solely responsible for determining and satisfying their own tax obligations.
Use of USDV may have tax consequences, including reporting obligations, income recognition, capital gains or losses, withholding obligations, VAT/GST implications, transfer taxes, corporate tax implications, accounting treatment, or other consequences depending on jurisdiction.
Valtorum does not provide tax advice.
Valtorum may collect or report information where required by applicable tax laws or regulatory obligations.
34
Fees and Expenses
Valtorum may charge fees related to:
- Authorization
- KYC or KYB processing
- Institutional onboarding
- Protocol review
- Technical integration
- API access
- Minting
- Redemption
- Reserve administration
- Banking costs
- Settlement costs
- Legal review
- Enhanced due diligence
- Compliance review
- Operational support
- Reporting
- Commercial services
Fees may vary by participant, jurisdiction, transaction size, relationship type, reserve arrangement, integration complexity, and commercial agreement.
Fees may be changed from time to time, subject to applicable agreement terms.
35
Availability of Services
Valtorum does not guarantee uninterrupted availability of USDV-related services.
Services may be unavailable due to:
- Maintenance
- Security events
- Banking delays
- Network congestion
- Network outages
- Infrastructure failures
- Cloud provider issues
- Compliance review
- Regulatory developments
- Force majeure events
- Cyberattacks
- Partner outages
- Liquidity constraints
- Operational limitations
- Technical upgrades
- Emergency procedures
Valtorum may modify, suspend, discontinue, upgrade, or limit services at any time, subject to applicable law and agreements.
36
No Warranty
USDV and all USDV-related services are provided on an “as is” and “as available” basis to the maximum extent permitted by law.
Valtorum makes no warranty that:
- USDV will meet every user’s needs
- USDV will be available in every jurisdiction
- USDV will be accepted by every counterparty
- USDV will be supported by every wallet
- USDV will maintain uninterrupted liquidity
- USDV will trade at any specific price on third-party markets
- USDV will be integrated by any protocol
- USDV will be supported by any exchange
- USDV will be redeemable by every holder directly through Valtorum
- USDV-related services will be uninterrupted or error-free
- Third-party networks will function correctly
- Third-party integrations will be secure
- Third-party information will be accurate
Nothing in this section limits any mandatory rights that cannot be excluded under applicable law.
37
Limitation of Liability
To the maximum extent permitted by law, Valtorum shall not be liable for losses arising from:
- Unauthorized wallet access
- Lost private keys
- Lost seed phrases
- Phishing attacks
- User error
- Incorrect wallet addresses
- Mistaken transfers
- Fraud by third parties
- Smart contract failures
- Protocol failures
- Exchange failures
- Custodian failures
- Network outages
- Network congestion
- Unsupported wallets
- Unauthorized wrappers
- Unauthorized listings
- Market volatility
- Liquidity shortages
- Regulatory changes
- Tax consequences
- Denial of authorization
- Denial of minting
- Denial of redemption
- Delayed onboarding
- Compliance reviews
- Law enforcement requests
- Banking delays
- Reserve settlement delays
- Force majeure events
- Any inability to freeze or claw back USDV
To the maximum extent permitted by law, Valtorum shall not be liable for indirect, incidental, consequential, special, exemplary, punitive, or loss-of-profit damages.
Any liability that cannot be excluded shall be limited to the maximum extent permitted by applicable law and any applicable written agreement.
38
Indemnification
You agree to indemnify, defend, and hold harmless Valtorum, its affiliates, officers, directors, employees, contractors, service providers, partners, agents, licensors, and representatives from and against any claims, damages, losses, liabilities, costs, penalties, fines, expenses, and legal fees arising from or relating to:
- Your breach of this document
- Your breach of Valtorum’s Terms of Use
- Your misuse of USDV
- Your violation of law
- Your misrepresentation
- Your inaccurate information
- Your unauthorized use of Valtorum branding
- Your unauthorized integration of USDV
- Your unauthorized listing, wrapping, or representation of USDV
- Your failure to conduct KYC or compliance where required
- Your protocol failure
- Your smart contract failure
- Your user communications
- Your tax obligations
- Your wallet compromise
- Your fraud or misconduct
- Your violation of third-party rights
- Claims brought by your users, clients, counterparties, or partners
This indemnity survives termination of your relationship with Valtorum.
39
Changes to USDV and These Terms
Valtorum may update this document from time to time.
Updates may reflect:
- Legal changes
- Regulatory developments
- Network changes
- Technical changes
- Reserve policy changes
- Institutional program changes
- Protocol integration changes
- Compliance policy changes
- Commercial changes
- Operational updates
- Risk management updates
Updated versions become effective when published on valtorum.com or otherwise notified, unless a later effective date is stated.
Continued use of USDV-related services after an update constitutes acceptance of the updated terms.
However, no update to this document should be interpreted as creating any freeze, clawback, reversal, confiscation, seizure, or forced burn ability over validly issued USDV where such ability does not exist.
40
User Acknowledgements
By proceeding, you acknowledge and agree that:
- USDV is a permissioned digital settlement asset.
- USDV is permissioned on every blockchain network, distributed ledger, or settlement infrastructure where it is issued or supported.
- Authorization is required before participation.
- Authorization is discretionary.
- Valtorum may deny authorization without providing a reason.
- KYC, KYB, due diligence, and sanctions screening may be required.
- Passing KYC does not guarantee authorization.
- Submitting documents does not guarantee authorization.
- USDV is intended primarily for institutions, protocols, issuers, and approved counterparties.
- Individual access may be best obtained through a protocol or institution with an existing Valtorum relationship.
- Individual authorization is not guaranteed.
- Minting is not available to all users.
- Approved institutions, protocols, issuers, and counterparties are generally required to deposit 105% in USD reserves with Valtorum to be eligible to mint USDV.
- Minting remains discretionary even if reserve requirements are satisfied.
- Redemption directly through Valtorum is not available to all holders.
- Retained earnings benefits of up to 10% of interest earned may be available only to qualifying institutions, protocols, issuers, or approved partners under separate written agreement.
- Retained earnings benefits are not available merely by holding USDV.
- USDV is not a yield product for individuals.
- USDV is not a bank deposit.
- USDV is not government insured unless expressly stated by Valtorum and applicable law.
- USDV is not legal tender unless applicable law provides otherwise.
- USDV is not an investment in Valtorum.
- USDV does not confer equity, governance, dividend, or profit rights in Valtorum.
- Valtorum does not and will not directly list USDV on centralized exchanges.
- Third-party listings, wrappers, markets, or claims may be unauthorized.
- Valtorum is not responsible for unauthorized centralized exchange activity.
- USDV is geographically and geopolitically agnostic in distribution architecture, subject to authorization, applicable law, and risk review.
- Geographic and geopolitical agnosticism does not mean universal availability.
- USDV cannot be frozen by Valtorum after valid issuance.
- USDV cannot be clawed back by Valtorum after valid issuance.
- USDV cannot be reversed by Valtorum after valid issuance.
- USDV cannot be confiscated by Valtorum after valid issuance.
- USDV cannot be forcibly burned by Valtorum after valid issuance.
- USDV cannot be seized by Valtorum after valid issuance.
- The no-freeze and no-clawback structure is a core feature of USDV.
- Valtorum cannot recover USDV lost through user error, fraud, phishing, wallet compromise, or mistaken transfer.
- Users are responsible for wallet security and transaction verification.
- Blockchain transactions may be final and irreversible.
- Valtorum may cooperate with competent authorities where required or permitted by law.
- Law enforcement cooperation does not create freeze or clawback functionality.
- Valtorum may deny future services, future minting, future redemption, or future relationships where appropriate.
- You are responsible for complying with all laws applicable to your use of USDV.
- You have obtained, or will obtain, independent legal, tax, regulatory, accounting, financial, and technical advice as appropriate.
- You accept all risks described in this document.
- You must not proceed if you do not understand or accept these terms.
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Required Click-Through Confirmations
Before proceeding, the user should be required to check each box separately.
- I confirm that I have read and understood this USDV Permissioned Asset Disclaimer, Access Terms, Institutional Minting Disclosure & User Acknowledgement.
- I understand that USDV is permissioned on every blockchain network, distributed ledger, or settlement infrastructure where it is issued or supported.
- I understand that authorization is discretionary and may be denied by Valtorum without providing a reason.
- I understand that KYC, KYB, sanctions screening, due diligence, and risk assessment may be required before authorization.
- I understand that passing KYC or submitting documents does not guarantee authorization.
- I understand that once USDV is validly issued to an authorized account, Valtorum cannot freeze, claw back, reverse, seize, confiscate, forcibly burn, or unilaterally recover USDV.
- I understand that the inability to freeze or claw back USDV is a core structural feature of USDV.
- I understand that Valtorum cannot recover USDV lost through fraud, phishing, mistaken transfer, compromised keys, user error, or third-party failure.
- I understand that USDV is primarily intended for institutions, protocols, issuers, and approved counterparties.
- I understand that institutions, protocols, issuers, and approved counterparties generally must deposit 105% in USD reserves with Valtorum to be eligible to mint USDV.
- I understand that minting is discretionary and not guaranteed.
- I understand that direct redemption through Valtorum may not be available to all holders.
- I understand that retained earnings benefits of up to 10% of interest earned may be available only to qualifying institutions, protocols, issuers, or approved partners under separate written agreement.
- I understand that retained earnings benefits are not available merely by holding USDV.
- I understand that USDV is not a yield product for individuals.
- I understand that Valtorum does not and will not directly list USDV on centralized exchanges.
- I understand that third-party listings, wrappers, trading markets, or claims may be unauthorized and are not guaranteed or endorsed by Valtorum unless expressly confirmed by Valtorum.
- I understand that individual users are generally encouraged to seek authorization through a protocol or institution that already has an existing relationship with Valtorum.
- I understand that geographic and geopolitical agnosticism does not mean USDV is available to all persons, entities, jurisdictions, or wallets.
- I understand that I am responsible for my own legal, tax, regulatory, accounting, financial, technical, and operational analysis.
- I understand that I should not proceed unless I fully accept the risks and terms described in this document.
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Final Acceptance Statement
By clicking “I Agree” or otherwise proceeding, I represent and warrant that:
- I have read this document in full.
- I understand the permissioned nature of USDV.
- I understand that Valtorum may deny authorization without providing a reason.
- I understand that USDV cannot be frozen or clawed back by Valtorum after valid issuance.
- I understand that this no-freeze and no-clawback structure is a core feature of USDV.
- I understand that USDV is intended primarily for institutions, protocols, issuers, and approved counterparties.
- I understand that minting generally requires a 105% USD reserve deposit with Valtorum and remains subject to approval.
- I understand that institutional retained earnings benefits are not available to all users and require separate agreement.
- I understand that Valtorum does not and will not directly list USDV on centralized exchanges.
- I understand that individual onboarding may be more efficient through an existing Valtorum institutional or protocol relationship.
- I accept all risks associated with using USDV.
- I agree to be bound by this document and all applicable Valtorum terms and policies.
- I AGREE AND WISH TO PROCEED.
