1.1 Acceptance of the Terms of Use

These terms and conditions, together with any referenced documents (collectively, "Terms of Use"), form a legal agreement between you (collectively referred to as "you" or "your") and Valutoria LTD ("we", "us", or "our"). By accessing or using Valutoria’s Website or any services/products associated with it, you accept and agree to these Terms of Use.

You agree to these Terms of Use by (1) accessing or using the website, (2) electronically accepting the terms via a checkbox or similar method, or (3) utilizing any of the services/products granted under these Terms of Use. The individual accepting these terms on behalf of an entity represents that they have the authority to bind the entity. If you do not agree, you may not use the Website.

Website refers to Valutoria LTD’s public websites and platforms. This includes, but is not limited to, www.valutoria.com and its associated subdomains.

1.2 Updates to the Terms

Valutoria LTD reserves the right to revise and update these Terms at any time. You are encouraged to check this page regularly. Continued use of the website following any changes means that you accept and agree to those changes.

1.3 Access to the Website

We reserve the right to modify or terminate any part of the Website without notice. We are not liable if the website or its content is unavailable at any time. It is your responsibility to ensure you have the proper technology and internet access to view our content and services.

1.4 Accounts

To access certain resources, you may be asked to provide registration details. By creating an account, you confirm that all the information you provide is accurate and up to date. You must keep your account credentials confidential and notify us immediately if you suspect any unauthorized access. Valutoria LTD reserves the right to disable any account at our discretion.

1.5 Privacy Policy

Valutoria LTD processes personal information according to the UK GDPR and our Privacy Policy. Any personal data collected during your interaction with the Website will be treated in accordance with these regulations. Please review our Privacy Policy for detailed information.

1.6 Governing Law

These Terms of Use are governed by and construed in accordance with the laws of England and Wales. Any disputes or claims arising from your use of the Website shall be resolved in the courts of the United Kingdom.

1.7 Valutoria Products

These Terms do not include access to Valutoria’s Products, which are subject to separate agreements. If you wish to access Valutoria’s ERP solutions, hosting services, or AI-driven products, these will be provided under specific contracts and subscription agreements.

2.1 User Contributions

Users of Valutoria LTD's Website are permitted to post content, materials, or applications (collectively, "User Contributions"). These postings allow for the sharing of ideas, experiences, and information within the Valutoria LTD community. By posting, you grant Valutoria LTD a worldwide, nonexclusive, royalty-free, sublicensable license to use, reproduce, modify, and distribute your User Contributions.

2.2 Non-Confidentiality of User Contributions

All User Contributions are non-confidential and non-proprietary. You acknowledge that Valutoria LTD has no obligation to display or use any User Contributions and reserves the right to remove or modify content that violates these terms.

2.3 Code of Conduct

To foster a respectful and productive community, users must adhere to the following:

• Be Respectful: Treat others with courtesy. Refrain from harassing or offending others.
• Appropriate Content: User Contributions should not include defamatory, obscene, violent, or otherwise inappropriate material.
• Avoid Caps Lock: Excessive use of capital letters or bold text is discouraged.
• Accountability: Correct any mistakes in your posts and clearly indicate changes.

2.4 Prohibited Uses

You agree not to use the website for the following:

• Illegal Activities: Any actions that violate UK, USA, or Saudi Arabian laws or regulations.
• Privacy Violations: Sharing of private information such as social security numbers, bank account details, or health records.
• Unauthorized Access: Attempts to hack or gain access to accounts or systems without permission.
• Deceptive Content: Misrepresentation of identity or affiliation.
• Offensive Material: Posting content that is offensive, discriminatory, or contains pornography.
• Unsolicited Commercial Activity: Using the Website for unauthorized ads or commercial purposes without Valutoria LTD’s explicit consent.

2.5 Notification of Violations

If you become aware of any violation of these Terms of Use, including misuse or abusive behavior by other users, you must immediately notify Valutoria LTD at ceo@valutoria.com.

2.6 Disclaimer

Valutoria LTD may monitor user content but is not responsible for the accuracy, legality, or appropriateness of User Contributions posted by third parties. We disclaim all liability arising from user-generated content on the Website.

3.1 Temporary Access

Valutoria LTD may provide temporary access to a non-production instance of its products upon your request (each, a “Non-Production Instance”). Unless subject to a specific Subscription Agreement or separate click-accept agreement at the time of registration, your access and use of any Non-Production Instance will be governed by these Terms of Use, including the intellectual property and limitation of liability sections. If a click-accept agreement or Subscription Agreement is applicable, it will supersede these Terms of Use in case of any conflict.

3.2 Evaluation Purposes Only

Subject to compliance with these Terms of Use, Valutoria LTD grants you limited, internal access to the Non-Production Instance solely for evaluation purposes. Valutoria LTD may update, upgrade, or modify the Non-Production Instance, including adding or removing features, at its discretion without prior notice. Access to technical support is not provided with Non-Production Instances.

3.3 Usage Restrictions

You are prohibited from using the Non-Production Instance with production data or for offering services such as implementation, customization, or configuration to others. You may not transfer, sublicense, or provide third-party access to applications or materials developed using the Non-Production Instance. For production-level access or commercial use, please contact Valutoria LTD to discuss available offerings.

3.4 Disclaimer

THE NON-PRODUCTION INSTANCE AND OTHER VALUTORIA LTD CORE TECHNOLOGY ARE PROVIDED “AS-IS” AND AT YOUR OWN RISK, WITHOUT ANY WARRANTY. You must only input non-sensitive, non-production data. Valutoria LTD has no obligations regarding support, reliability, backup, performance, or liability for Non-Production Instances, including loss of use or data.

3.5 Confidentiality & Compliance

You agree to keep your login credentials and the contents of the Non-Production Instance (except your inserted data) confidential and will not disclose them to third parties. You must ensure compliance with applicable data protection laws, including obtaining necessary consents for data transfer. Valutoria LTD is not responsible for ensuring your compliance with laws specific to your industry. Valutoria LTD may collect and use aggregated, non-identifiable data from your use of the Non-Production Instance for analytics, benchmarking, marketing, and other business purposes.

4.1 Access to the Store

Valutoria LTD offers access to its online Store, available on its official website and related portals, allowing registered users, partners, and Valutoria LTD to review and access Apps created by the community and partners. "App" refers to any contribution such as an application, integration, configuration, or update developed for use with Valutoria LTD products.

4.2 Downloading and Hosting Apps

Apps may be downloaded for use on the recipient's instance or hosted by Valutoria LTD. Posting Apps to the Store requires participation in Valutoria LTD's Technology Partner Program. If conflicts arise, the specific partner agreement will take precedence over these Terms.

4.3 App Categories

• Shared App: Free apps available on Valutoria LTD’s Share platform.
• Conditional Shared App: Free apps requiring agreement to specific additional terms.
• Store App: Apps available for free or a fee in the Store.
• Valutoria LTD App: Apps posted by Valutoria LTD employees, governed by specific terms.

4.4 Purchases of Store Apps

By purchasing an App, you agree to a non-cancellable and non-refundable order. Apps are sold on a 12-month subscription basis, and subscriptions automatically renew unless canceled. Pricing and payment terms for credit card or invoice purchases apply as specified.

4.5 Late Payments

Late payments incur interest at 1.5% per month or the maximum legal rate, whichever is lower. Valutoria LTD reserves the right to suspend access to an App for delinquent payments.

4.6 Overuse

Valutoria LTD may review your usage and, if overuse is detected, you must purchase additional subscriptions or cease unpermitted use within 30 days.

4.7 Taxes

All prices exclude applicable taxes. You are responsible for taxes related to App purchases unless you provide valid tax exemption documentation.

4.8 App Rights and Restrictions

You must have a valid subscription to use Valutoria LTD products or associated custom applications. Specific App conditions may apply and take precedence over these Terms.

4.9 Valutoria LTD Apps

Purchased Valutoria LTD Store Apps grant you rights defined under your Subscription Agreement. Shared Apps may be used, modified, and integrated within the permitted scope.

4.10 Testing and Use of Apps

All Apps must be tested in a non-production environment. You bear all risks for using Apps in production settings.

4.11 No Support or Liability

Valutoria LTD and App contributors are not obligated to provide support unless explicitly stated. Use of Apps does not entitle you to service credits, refunds, or other benefits.

4.12 No Warranty

Apps are provided "as-is" without warranties, including implied warranties of merchantability or fitness for a particular purpose. Valutoria LTD disclaims liability for any damages resulting from the use of Apps.

5.1 Grant of Rights to Shared Apps

By posting a Shared App, you grant each user a non-exclusive, non-transferable, perpetual license to copy, use, and create derivative works of the App solely for use with Valutoria LTD products, provided the user is authorized to use these products under a separate agreement.

5.2 Removal of Apps

Valutoria LTD reserves the right to remove any App or suspend access if the App:

• Degrades system performance
• Becomes obsolete
• Interferes with Valutoria LTD’s services
• Violates these Terms of Use or at the contributor’s request

5.3 Separate Agreement Required

You may not grant any rights or licenses related to Valutoria LTD’s intellectual property unless you have entered into a separate agreement with Valutoria LTD.

5.4 Third-Party Materials

You must ensure that you own or have the legal rights to all content in the App and that it complies with intellectual property laws.

5.5 Service Interference

If your App interferes with Valutoria LTD’s services, Valutoria LTD may suspend its availability without notice.

5.6 Compatibility

Your App must be compatible with Valutoria LTD products and must not:

• Contain harmful code or software
• Violate any laws
• Create denial-of-service attacks
• Circumvent security or authentication features

5.7 Compliance with Third-Party Agreements

If you integrate third-party services in your App, you are responsible for complying with those services’ terms and conditions.

5.8 Warranties to Valutoria LTD

You warrant that your App will:

• Not infringe on third-party intellectual property rights
• Comply with all applicable laws
• Be free of harmful or illegal material
• Meet the requirements of this section

You are responsible for securing the necessary rights and licenses for any third-party software included in your App, including compliance with free or open-source software (FOSS) requirements.

5.9 Data Collection

Your App may not collect user or device data without prior consent. Any collected data must be used solely to provide relevant services and must be protected from unauthorized access.

5.10 Privacy

Any personal data collected through your App must comply with applicable privacy laws and your published Privacy Policy. You are responsible for maintaining the confidentiality of this data and for handling disputes with your users.

5.11 Security Review

Valutoria LTD reserves the right to conduct security reviews of any App, including vulnerability assessments. Any confidential information obtained during these reviews will be treated as such.

5.12 Regulatory Compliance

You agree to comply with all applicable regulations regarding the development, marketing, and distribution of your App in any jurisdiction where it is made available. You may not take actions that would subject Valutoria LTD products to regulatory oversight.

5.13 Indemnity

You agree to indemnify Valutoria LTD and its users from any claims or liabilities arising from your App, including intellectual property violations or any legal issues resulting from its use.

Valutoria AI Toolkit and the Valutoria AI Toolkit Document Console (collectively, “Toolkit”) allow registered users and Valutoria LTD to access AI models and data for non-commercial research purposes. By using the Toolkit, you are granted a personal, non-exclusive, non-transferable, and revocable license to access and use these resources for research only, subject to these Terms of Use.

Acknowledgment

You acknowledge and agree that:

• (A) You are authorized by Valutoria LTD to access the Toolkit.
• (B) You will not share your credentials or authentication details with any third party.

Compliance

You agree to comply with the Terms of Use, including refraining from any Prohibited Uses described in Section 2 (Use of the Website). Unless stated otherwise in a separate agreement, Valutoria LTD retains sole ownership of any intellectual property created through your use of the Toolkit, and you waive the right to challenge Valutoria LTD’s ownership. However, copyrights on scientific publications or academic research will remain with the authors.

Termination of Access

Valutoria LTD reserves the right to suspend, terminate, or revoke access to the Toolkit if these Terms are violated. You must terminate your access if it is no longer required.

7.1 Website

The Valutoria LTD website, including all content, is owned by Valutoria LTD or its licensors and is protected by UK, USA, and international intellectual property laws. You may use the website solely for legitimate business purposes as a current or prospective customer, developer, partner, supplier, or distributor of Valutoria LTD. You are prohibited from copying, modifying, or distributing any content without Valutoria LTD’s prior written consent unless expressly allowed by these Terms of Use.

7.2 Valutoria Core Technology

Valutoria LTD retains exclusive ownership of all intellectual property rights in its Core Technology, which includes software, documentation, tools, updates, and methodologies. You are granted no rights to this technology except as expressly provided in these Terms. "Valutoria Core Technology" refers to the tools and technologies provided by Valutoria LTD, including software and documentation.

7.3 User Technology

You retain ownership of any intellectual property you create and upload to the Valutoria LTD website, excluding Valutoria Core Technology. You grant Valutoria LTD a non-exclusive, worldwide license to use, modify, and distribute this content solely to provide services to you.

7.4 Valutoria Trademarks

Valutoria LTD, the Valutoria logo, and other Valutoria marks are trademarks of Valutoria LTD or its affiliates. Other trademarks used on the website are the property of their respective owners.

7.5 Development Tools

Development tools provided by Valutoria LTD or third-party providers are copyrighted works. You are granted a limited, revocable, non-transferable, and non-exclusive license to use these tools for internal business purposes. If a specific license accompanies a development tool, that license will govern.

7.6 Documentation

Documentation available on the website is copyrighted and may be used under a limited, non-exclusive license for your internal business purposes related to Valutoria LTD products. No right to distribute or sublicense this documentation is granted.

7.7 User Contributions

You are granted a limited license to reproduce User Contributions as necessary to display them on your device while interacting with the website. No other rights are provided.

7.8 Third-Party Content

Third-party content, including free and open-source software (FOSS), is subject to the licensing terms that accompany it. Valutoria LTD is not responsible for the performance or selection of third-party vendors or products.

7.9 Restrictions

No rights to the website content, Valutoria Core Technology, or other proprietary materials are transferred to you under these Terms. You may not:

• Copy, modify, or distribute the Core Technology without permission
• Use Core Technology for production purposes without authorization
• Reverse engineer or attempt to bypass security measures
• Use the platform to develop competitive products without authorization

Before taking any action based on mandatory law regarding Valutoria Core Technology, you must notify Valutoria LTD and provide reasonable time to resolve the issue. If you enter into a separate agreement with Valutoria LTD, that agreement will override these Terms with respect to Valutoria Core Technology.

8.1 Linking to the Website

You may link to Valutoria LTD's homepage, provided it is done in a fair, legal manner that does not harm our reputation or imply any association, approval, or endorsement where none exists. You are not allowed to link to any other part of the website without our prior written consent. Valutoria LTD reserves the right to revoke linking permission at any time without notice. The website must not be framed on any other site, and you may not create links from websites you do not own. You agree to work with us to stop any unauthorized linking or framing.

8.2 Links from the Website

The website may contain links to third-party websites for your convenience, including advertisements. Valutoria LTD has no control over the content of these external sites and assumes no responsibility for any loss or damage arising from their use. Accessing third-party links is at your own risk and subject to the terms and conditions of the linked websites.

9.1 Rights of Valutoria LTD

Valutoria LTD reserves the right, but is not obligated to:

• Remove or refuse to post any User Contribution (including Apps) and/or terminate your access to all or part of the website for any reason, at its sole discretion, including for violations of these Terms of Use or the Privacy Policy.
• Disclose your identity to any third party claiming that material you posted violates their rights, such as intellectual property or privacy rights.
• Take legal action, including referring matters to law enforcement, for any illegal or unauthorized use of the website.

9.2 Cooperation with Law Enforcement

Valutoria LTD may cooperate fully with law enforcement or comply with court orders requiring disclosure of the identity of individuals posting materials on or through the website. By using the website, you agree to waive any claims against Valutoria LTD for actions taken during or as a result of investigations by Valutoria LTD or law enforcement.

9.3 Limitation of Liability

Valutoria LTD does not review all content before it is posted and cannot ensure prompt removal of objectionable material. We are not liable for any actions or inactions regarding transmissions, communications, or content provided by users or third parties.

10.1 Confidentiality

You agree that the configuration and information in a Non-Production Instance, Apps, or any content provided by Valutoria LTD will be considered "Valutoria Confidential Information." This excludes information that:

• (a) is publicly available through no fault of yours,
• (b) is made public by Valutoria LTD,
• (c) is independently developed by you without using Valutoria Confidential Information,
• (d) was lawfully obtained from a third party, or
• (e) involves third-party software or documentation without confidentiality obligations.

You must take reasonable precautions to prevent unauthorized disclosure. Valutoria LTD reserves the right to seek injunctive relief if confidentiality is breached.

10.2 Paid Content

Certain areas of the website may provide access to proprietary content for a fee (“Paid Content”). Paid Content is considered Valutoria Confidential Information unless stated otherwise. You are granted a non-exclusive, non-transferable license to access the Paid Content for personal use. You may download one copy within the time specified but cannot modify, distribute, or create derivative works from it. Ownership of Paid Content remains with Valutoria LTD or its licensors.

10.3 Copyright Infringement

Valutoria LTD complies with copyright laws and responds to valid copyright infringement notices under the Digital Millennium Copyright Act (DMCA). If you believe your copyright has been infringed, you may file a DMCA notice. Valutoria LTD may terminate accounts of repeat infringers.

10.4 Regional Legal Considerations

The website is operated from the UK but can be accessed globally. If you access the website from outside the UK, you are responsible for complying with local laws. Access from regions where the website is prohibited is not allowed. You must also comply with UK export control and trade sanction laws.

Valutoria LTD does not warrant that the website, including community services, documentation, development tools, store, apps, or any other content, is free from viruses or harmful code. You are responsible for implementing security measures, including antivirus protection and maintaining external backups of your data. Valutoria LTD will not be liable for any damage caused by distributed denial-of-service attacks, viruses, or other harmful technology that may affect your computer, data, or programs due to your use of the website, any services, or items obtained through it, or by downloading any content posted on the website or linked websites.

Your use of the website, including any non-production instances, community services, user contributions, apps, development tools, and any other content, is at your own risk. The website and all related content and services are provided on an "as is" and "as available" basis, without any warranties, either express or implied. Valutoria LTD makes no warranties regarding the accuracy, reliability, security, quality, or availability of the website or its content. Valutoria LTD does not guarantee that the website or any services will be uninterrupted, error-free, free of viruses, or that defects will be corrected.

Valutoria LTD hereby disclaims all warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, non-infringement, and fitness for a particular purpose.

This disclaimer does not affect any warranties that cannot be excluded or limited under applicable UK, USA, or KSA law. If you receive any warranties from the contributor of an app under its specific terms, Valutoria LTD will not be liable for those warranties, or any terms associated with the app.

Limitation of Liability

Except where prohibited by applicable law, Valutoria LTD, its affiliates, licensors, service providers, employees, agents, officers, and directors will not be liable for any damages of any kind arising from your use or inability to use the website. This includes, but is not limited to, direct, indirect, incidental, consequential, or punitive damages, such as loss of profits, data, business, or goodwill, whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.

Indemnification

To the maximum extent allowed by applicable law, you agree to defend, indemnify, and hold Valutoria LTD, its affiliates, and their respective officers, directors, employees, and agents harmless from any claims, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from your violation of these Terms of Use or misuse of the website, including unauthorized use of content or services.

Trade Law Compliance

You agree to comply with all applicable export control and trade sanction laws, including those of the UK, USA, and KSA. Valutoria LTD’s products and services are subject to U.K. Export Administration Regulations (EAR), and you must not use them in restricted countries or for prohibited purposes, including the development of weapons.

Waiver and Severability

Any failure by Valutoria LTD to enforce any provision of these Terms of Use does not constitute a waiver of that provision. If any part of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms of Use except for users of the website who may benefit from certain sections, such as Store and Share, regarding your obligations to not make claims against third-party users of apps.

Termination

Valutoria LTD may terminate these Terms of Use at any time with written notice. Upon termination, all rights granted to you will cease, but provisions related to intellectual property, legal considerations, and liability will survive.

Governing Law and Jurisdiction

These Terms of Use are governed by the laws of the United Kingdom. Any legal actions arising from these Terms will be brought exclusively in the courts of City of London, although Valutoria LTD reserves the right to bring actions in your country of residence or any relevant jurisdiction.

Entire Agreement

These Terms of Use constitute the sole and entire agreement between you and Valutoria LTD regarding the use of the website and supersede all prior agreements, understandings, representations, and warranties, whether written or oral. For clarity, these Terms do not override any Subscription Agreement or other agreements granting you rights to use Valutoria LTD products, except where these Terms specify that apps or website content are not subject to warranties, support, service credits, or refunds under a Subscription Agreement.

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