Merchant Terms

These Merchant Terms (the “Terms”) contain the legal terms and conditions that govern the provision and use of the services specified in an Order.

BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH VALOR THAT REFERENCE THESE TERMS, YOU (“YOU” OR “MERCHANT”) AGREE TO BE BOUND BY THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT; IF YOU ARE ENTERING INTO THE AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO “MERCHANT” AND “YOU” IN THE AGREEMENT REFER TO THAT ORGANIZATION OR ENTITY.

• “Agreement” refers to these Merchant Terms, each applicable Order, and each exhibit, schedule, and addendum attached hereto or referencing these Terms, as well as all documents incorporated herein by reference.
• “Authorized User” refers to an individual authorized by you to use our Services, for whom you have ordered our Service, and to whom you (or we at your request) have supplied a user identification and password. Authorized Users may include your employees, consultants, contractors, and agents.
• “Valor,” “we,” “our,” or “us” refers to Valor Inc., a Delaware Corporation.
• “Merchant” refers to you, as the customer who uses Valor Services at your merchant location(s).
• “Merchant Data” refers to any files, images, text, emails, data, or other information submitted by you as Merchant, including without limitation your business name, address, contact information, transaction details, etc.
• “Services” refers to the products and services ordered by you under an Order and made available by us, including the Valor merchant dashboard and related features.
• “Order” refers to an ordering document specifying the Services to be provided hereunder that is entered into between You and Us, including any addenda and supplements thereto.

2.1 Provision of Valor Services. During the Term of this Agreement, Valor will provide the Services described in the Order. Valor will use reasonable efforts to operate the Services in a continuous manner, subject to periodic interruptions for maintenance, software updates, or other necessary adjustments.

2.2 Customer Support. Valor will provide support to the Merchant in line with its then-current technical support standards. Please contact us at merchantsupport@joinvalor.com

3.1 General Responsibilities. You will:

• (a) Ensure that you and your Authorized Users comply with these Terms,
• (b) Maintain the accuracy, quality, and legality of Merchant Data,
• (c) Use reasonable efforts to prevent unauthorized access to the Services, and promptly notify us of any such access,
• (d) Use the Services in compliance with all applicable laws, including privacy and data security laws.

3.2 Usage Restrictions. You will not:

• (a) Use the Services or Valor Data for the benefit of anyone other than you or your Authorized Users,
• (b) Submit materials that are infringing, libelous, or unlawful,
• (c) Interfere with the performance of the Services.

4.1 Fees: You agree to pay all fees specified in an Order for the term specified in the Order, and any additional Services obtained through renewals, additional Orders, and/or revised Orders.

4.2 Invoicing and Payment: Unless otherwise stated on the Order, invoiced charges are due on receipt. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. If any invoiced amount is not received by us upon receipt, we reserve the right to send the outstanding balance to a debt collection agency. The debt collection agency may impose additional interest and late fees, in accordance with applicable law. You shall also be liable for any reasonable collection costs and expenses, including attorneys’ fees, incurred by us or the collection agency in recovering undisputed past due amounts.

4.3 Taxes. Our fees do not include any taxes. You are responsible for paying all applicable taxes associated with your use of the Services.

5.1 License Grant. During the Term, we grant you a non-exclusive, non-transferable license to use the Services solely for internal business purposes.

5.2 Merchant Data Ownership. Merchant retains ownership of all Merchant Data but grants Valor a license to use, store, and analyze this data to provide the Services.

6.1 Confidential Information. Each party agrees to protect the other party’s confidential information. Valor may disclose Merchant Data to third-party service providers as necessary to deliver the Services.

6.2 Privacy. Valor processes personal data in compliance with applicable data privacy laws.

7.1 Term. This Agreement will continue during the period set forth in the Order (the “Initial Term”) and will automatically renew unless either party provides notice of non-renewal.

7.2 Termination for Cause. Either party may terminate this Agreement for material breach or bankruptcy.

7.3 Data Portability. Upon termination, we will make your data available for export for a limited time.

8.1 Liability. In no event will Valor’s aggregate liability exceed the total amount paid by Merchant for the Services.

9.1 Assignment. You may not assign this Agreement without our written consent.

9.2 Governing Law. This Agreement is governed by the laws of California.

9.3 Arbitration. Disputes will be resolved by binding arbitration in San Diego, CA.