Terms of Use

Introduction

These Terms of Use ("Terms") govern your access to and use of the Valtorum website, the USDV authorization portal, the USDV issuance and redemption services, APIs, software, documentation, and all related products and services (collectively, the "Services") provided by Valtorum ("Valtorum", "we", "our", or "us").

Please read these Terms carefully before accessing or using any part of the Services.

By accessing, browsing, submitting an application, requesting authorization, using USDV, or otherwise interacting with the Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms.

If you do not agree to these Terms, you must immediately discontinue use of the Services.

1. About Valtorum

Valtorum operates USDV, a permissioned digital settlement asset issued on the XRP Ledger ("XRPL").

USDV is designed as a permissioned digital asset intended for compliant participation by authorized users.

Valtorum is not a bank, deposit-taking institution, investment adviser, broker-dealer, exchange, fiduciary, custodian, or financial planner unless expressly stated under applicable law.

Nothing contained within the Services should be interpreted as creating a banking relationship or fiduciary duty.

2. Eligibility

You may use the Services only if:

• you are legally capable of entering binding contracts;
• you comply with all applicable laws;
• you are not subject to applicable sanctions;
• you are not located in a prohibited jurisdiction;
• your participation is approved by Valtorum where authorization is required.

Valtorum may refuse access at its sole discretion.

3. Permissioned Participation

USDV is not an unrestricted digital asset.

Participation requires prior authorization by Valtorum.

Authorization may be required before:

• holding USDV;
• receiving USDV;
• transferring USDV;
• participating in issuance;
• participating in redemption;
• accessing certain Services.

Authorization remains entirely discretionary.

Approval is not guaranteed.

4. No Right to Authorization

Submitting an application does not create:

• any contractual relationship;
• any legal entitlement;
• any property interest;
• any expectation of approval.

Valtorum may approve, reject, suspend, defer, restrict or revoke authorization at any time, with or without explanation, subject to applicable law.

5. Account Information

You agree to provide complete, accurate and current information.

You must promptly notify Valtorum of any material changes, including changes relating to identity, ownership, legal status, tax residency, sanctions exposure or authorized representatives.

Failure to provide accurate information may result in suspension or termination of Services.

6. Identity Verification

Valtorum may request documentation including:

• government-issued identification;
• proof of address;
• corporate registration documents;
• beneficial ownership information;
• tax information;
• source of funds documentation;
• source of wealth documentation;
• financial statements;
• licenses;
• regulatory registrations;
• any other information reasonably required.

Valtorum may request updated documentation at any time.

7. Compliance Reviews

Valtorum may conduct ongoing compliance reviews including:

• KYC;
• KYB;
• sanctions screening;
• politically exposed person screening;
• adverse media screening;
• transaction monitoring;
• blockchain analytics;
• fraud detection;
• enhanced due diligence;
• regulatory reporting.

Participation is subject to satisfactory completion of these reviews.

8. Issuance of USDV

Only approved issuance counterparties may request creation of USDV.

Valtorum retains sole authority regarding whether any issuance request will be approved.

Issuance may require:

• verified reserve deposits;
• successful compliance review;
• operational verification;
• settlement confirmation;
• treasury approval.

No issuance request is guaranteed.

9. Redemption

Only approved redemption counterparties may submit redemption requests.

Redemptions remain subject to:

• reserve verification;
• banking availability;
• compliance review;
• applicable fees;
• settlement procedures;
• operational limitations.

Valtorum does not guarantee immediate redemption.

10. Reserve Policy

USDV issuance is governed by Valtorum's Reserve Policy.

Reserve composition, reserve management practices and reporting may change over time.

Nothing contained within the Services guarantees any specific reserve allocation unless expressly stated.

11. Fees

Valtorum may charge fees relating to:

• authorization;
• compliance reviews;
• issuance;
• redemption;
• settlement;
• administrative services;
• enhanced due diligence;
• banking costs.

Applicable fees may change without prior notice where permitted by law.

12. Prohibited Activities

Users shall not:

• violate any law;
• provide false information;
• impersonate another person;
• circumvent authorization controls;
• attempt unauthorized access;
• interfere with system security;
• engage in fraud;
• facilitate money laundering;
• finance terrorism;
• evade sanctions;
• manipulate markets;
• use stolen assets;
• infringe intellectual property rights;
• distribute malware;
• exploit software vulnerabilities;
• abuse APIs;
• reverse engineer proprietary systems except where expressly permitted by applicable law.

13. Investigations

Valtorum may investigate suspected:

• fraud;
• money laundering;
• sanctions violations;
• terrorist financing;
• market abuse;
• cybercrime;
• identity theft;
• unauthorized activity;
• regulatory breaches.

Valtorum may cooperate with competent authorities where required or permitted by applicable law.

14. Enforcement

Valtorum may:

• refuse Services;
• request additional documentation;
• suspend authorization;
• revoke authorization;
• reject issuance requests;
• reject redemption requests;
• terminate access;
• report suspicious activity;
• preserve records;
• cooperate with regulators;
• comply with court orders.

These actions may occur without prior notice where legally permitted.

15. Intellectual Property

All content, software, trademarks, logos, graphics, designs, documentation, text and technology forming part of the Services remain the exclusive property of Valtorum or its licensors.

No ownership rights are transferred through use of the Services.

16. Third-Party Services

The Services may reference third-party providers including:

• banks;
• payment providers;
• blockchain networks;
• wallet providers;
• custodians;
• exchanges;
• technology vendors.

Valtorum is not responsible for their products, services or availability.

17. XRP Ledger

USDV operates on the XRP Ledger.

Valtorum does not control:

• XRPL validators;
• network uptime;
• transaction ordering;
• consensus;
• software maintained by third parties.

Valtorum shall not be responsible for network failures, forks, congestion, validator outages or other blockchain events beyond its reasonable control.

18. No Investment Advice

Nothing contained within the Services constitutes:

• investment advice;
• legal advice;
• tax advice;
• accounting advice;
• financial planning;
• securities recommendations.

Users should seek independent professional advice before making financial decisions.

19. Risk Disclosure

Digital assets involve significant risks including:

• market volatility;
• technological failures;
• cybersecurity risks;
• smart contract risks;
• regulatory changes;
• operational disruptions;
• banking interruptions;
• loss of access credentials;
• permanent blockchain transactions.

Users assume all associated risks.

20. Limitation of Liability

To the maximum extent permitted by law, Valtorum, its affiliates, directors, officers, employees, contractors, shareholders, licensors, service providers and agents shall not be liable for any indirect, incidental, consequential, exemplary, special or punitive damages, including loss of profits, revenue, goodwill, opportunity, business interruption, digital assets or data, arising from or relating to the Services, even if advised of the possibility of such damages.

Where liability cannot be excluded by law, Valtorum's aggregate liability shall be limited to the fees actually paid by the user to Valtorum for the specific Service giving rise to the claim during the twelve months preceding the event.

21. Indemnification

You agree to indemnify and hold harmless Valtorum and its affiliates, directors, officers, employees, contractors and agents from any claims, losses, liabilities, damages, costs and expenses, including reasonable legal fees, arising out of or relating to your breach of these Terms, violation of applicable law, misuse of the Services or infringement of the rights of any third party.

22. Force Majeure

Valtorum shall not be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, terrorism, cyberattacks, labor disputes, governmental actions, utility failures, banking disruptions, internet outages or blockchain network failures.

23. Suspension and Termination

Valtorum may suspend or terminate access to the Services immediately where it reasonably determines that continued access presents legal, regulatory, operational or security risks, or where required by applicable law.

Termination does not affect rights or obligations accrued prior to termination.

24. Amendments

Valtorum may amend these Terms at any time.

Updated Terms become effective upon publication unless otherwise stated.

Continued use of the Services constitutes acceptance of the amended Terms.

25. Governing Law

These Terms shall be governed by and construed in accordance with the laws applicable to Valtorum's governing jurisdiction, without regard to conflict of law principles.

26. Dispute Resolution

Before commencing legal proceedings, the parties agree to make reasonable efforts to resolve disputes through good-faith negotiations.

Where negotiations fail, disputes shall be resolved exclusively by the competent courts or arbitration forum specified by applicable law and Valtorum's governing jurisdiction.

27. Severability

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

28. Entire Agreement

These Terms, together with the Privacy Policy, AML & KYC Policy, Compliance & Enforcement Policy, Reserve Policy and any additional policies expressly incorporated by reference, constitute the entire agreement between you and Valtorum concerning the Services.

29. Contact

Questions regarding these Terms may be submitted through Valtorum's official contact channels.

Important Notice