Terms & Conditions
TERMS AND CONDITIONS – VALENS PAY (PLATFORM AND BRAND)
LATEST VERSION: APRIL 2026
1. INFORMATION ABOUT US
1.1 Valens Pay is a trading name, website and platform brand used in connection with financial technology, onboarding, compliance, payment-related and digital asset-related services made available by entities within the Valens Pay group and/or authorised third-party service providers.
1.2 The Valens Pay group includes, among others:
Valens Pay Inc.
30 N Gould St Ste R
Sheridan, WY 82801
United States
Company No. 2026-001939891
Incorporated April 2, 2026
1.3 Valens Pay Inc. is registered as a Money Services Business with the Financial Crimes Enforcement Network (FinCEN), United States.
Valens Pay Limited
302-540 Lawrence Avenue
Kelowna V1Y 6L7
British Columbia
Canada
Company No. BC1278918
1.4 Valens Pay Global Limited acts as the parent company of the Valens Pay group.
1.5 As used in these Terms and Conditions, “Valens Pay”, “Company”, “we”, “us” or “our” means, as applicable, Valens Pay Inc. and/or other affiliated entities within the Valens Pay group, depending on the nature of the services, the jurisdiction involved, and the relevant customer relationship.
1.6 Valens Pay is not a bank and is not part of any depositor protection scheme.
1.7 Valens Pay is a fintech, compliance and introducing platform which connects Members to regulated internal and external service providers, depending on the service requested.
1.8 When you register on the Valens Pay platform or any related platform, you consent to your data being shared with service providers and infrastructure partners engaged to offer, facilitate, support or provide the requested services, including onboarding, KYC, AML, sanctions screening, payment processing, settlement, wallet, exchange, card, banking and related services.
1.9 Your identity verification information and documents may be shared with some or all of our third-party providers and partners, some of whom may be disclosed in the applicable Privacy Policy, Data Policy, AML/CTF Policy, Cookie Policy or similar policies, as amended from time to time.
1.10 Where relevant, an e-wallet, account, profile, product access or other service access may be opened, issued, arranged or enabled for you by the relevant entity within the Valens Pay group and/or by one of our third-party partners.
1.11 Any and all customer funds are received, processed, held and/or settled only by the relevant regulated entity or service provider, and not by the Valens Pay brand itself.
1.12 By using this website (“Site”), registering for a Valens Pay account (“Account”) or using any other Valens Pay services, you (“you”, “your” or “yourself”) agree to accept and comply with these Terms and Conditions (“Terms”).
1.13 Valens Pay is a trademark, trade name and platform brand used in connection with the services described in these Terms.
1.14 References to Valens Pay may, where relevant, also include references to its owners, directors, employees, contractors, affiliates and service partners.
2. ACKNOWLEDGMENTS
2.1 By using this Site, registering for an Account or using any Valens Pay services, you agree to accept and comply with these Terms. You should read these Terms carefully before using the Site or any services made available through it.
2.2 By accessing or using the Site or Services, you agree to be bound by these Terms. If you do not agree with and accept all of these Terms, you may not access or use the Services.
2.3 By accessing or using services promoted on the platform, you acknowledge that you may be introduced to certain third-party partners and/or may receive services from the relevant entity within the Valens Pay group, depending on the product, service, geography and applicable legal structure.
2.4 If you accept an introduction or apply for services described as being available on the platform, you acknowledge that such services may be provided by a third party or by the relevant entity within the Valens Pay group, and not necessarily by the operator of the website itself.
2.5 You further acknowledge that:
a) you use the platform and any services accessed through it at your own risk;
b) it is your responsibility to ensure that any services provided by a third party are appropriate for your needs;
c) we may receive initial and ongoing fees, commissions or other remuneration from third-party introductions and/or services performed through the platform, to the extent permitted by applicable law;
d) when following a link to services via the platform, you may leave the Company’s website, URL and/or IT environment and be transferred to the systems of a third party or partner, which may be located in another country; and
e) depending on your country of residence, location, legal status or business activity, you may not be able to access all functions of the Site or all Services.
2.6 As long as you agree to and comply with these Terms, we grant you a personal, non-exclusive, non-transferable, non-sublicensable and limited right to access and use the Site and the Services.
2.7 IF YOU DO NOT ACCEPT THESE TERMS, DO NOT ACCESS THIS SITE AND DO NOT USE THE SERVICES.
3. DEFINITIONS
3.1 Account (or Profile): The contractual arrangement under which an individual or corporation becomes a user of the Valens Pay platform by accepting these Terms and any applicable policies, and by applying to use services made available via the platform.
3.2 Beneficial Owner: Any natural person who owns or controls the Client and/or on whose behalf a transaction or activity is being conducted.
3.3 Buyer(s): Member(s) submitting an offer to buy services, products or supported digital assets through the platform or related services.
3.4 Commission or Fee: Any charges or fees payable by you in connection with the Services, whether payable to us, the relevant entity within the Valens Pay group or a third-party provider, as disclosed in these Terms, fee schedules, onboarding materials or on a transaction basis.
3.5 Company: Means, as applicable, Valens Pay Inc. and/or other affiliated entities within the Valens Pay group, depending on the service, jurisdiction and contractual relationship.
3.6 Member(s) or Client(s): A natural or legal person accepted for the use of the platform and/or related services under these Terms.
3.7 Personal Data: Information that identifies an individual, including name, address, email address, trading information, transaction information and banking details. Personal Data does not include anonymized or aggregated data that does not identify a specific user.
3.8 Price: The applicable price, rate, fee, spread or value for a product, service or transaction made available through the Services.
3.9 Seller(s): Member(s) submitting an offer to sell services, products or supported digital assets through the platform or related services.
3.10 Services: The technological platform, onboarding processes, compliance controls, verification procedures, introducing activities and related infrastructure made available under the Valens Pay brand, including access to services provided by entities within the Valens Pay group and/or third-party partners.
3.11 Transaction: Any purchase, sale, transfer, exchange, settlement, account funding, account withdrawal, card-related activity, wallet activity, digital asset activity or other action performed through or in connection with the Services, where available from time to time.
3.12 Transaction Price: The total amount, price or value involved in a Transaction, including any fees, commissions, spreads or charges where applicable.
4. ADDITIONAL DEFINITIONS – VP PASS NFT
4.1 VP Pass NFT: A digital non-fungible token (“NFT”) sold via https://vppass.com, representing a digital product delivered electronically and recorded on blockchain infrastructure.
4.2 NFT Wallet: A digital wallet created and assigned for the purpose of holding the VP Pass NFT and accessed via vppass.com using email-based authentication or other supported access methods.
5. BUSINESS MODEL AND SUPERVISION
5.1 The Valens Pay platform operates as a fintech, onboarding, compliance and introducing platform. Depending on the specific service and jurisdiction, regulated and operational services are provided either by entities within the Valens Pay group and/or by authorised third-party providers engaged by us or made available through the platform.
5.2 The platform may facilitate the introduction of customers who have successfully completed applicable onboarding, KYC, AML, sanctions and risk checks to service providers that may provide, among other things, payment services, account services, wallet services, digital asset services, card services, settlement services, foreign exchange or conversion services, compliance services and other related services.
5.3 For the avoidance of doubt, the Valens Pay brand is not itself a separate regulated legal entity. Regulated services are provided only by the relevant entity within the Valens Pay group and/or the relevant third-party service provider.
5.4 Where third-party providers are used, you may also be required to accept their own terms and conditions, privacy notices and related legal documentation. Such third-party providers may include, among others, Aerapass Group, Clear Junction Limited, Sum and Substance Ltd., and other onboarding, payments, KYC, wallet, banking, exchange, card or infrastructure partners as made available from time to time.
5.5 Links to relevant third-party terms may be provided on the platform or during onboarding. You are responsible for reviewing those documents before using the relevant services.
6. ACCOUNT APPLICATION AND VERIFICATION
6.1 The creation and use of your Account is subject to verifications required by law, regulation, internal risk policies and partner requirements.
6.2 You agree to provide all information requested for the purposes of identity verification, know-your-customer procedures, anti-money laundering compliance, sanctions screening, fraud prevention, counter-terrorist financing checks and other financial crime controls.
6.3 The requested information may include Personal Data. By providing such information, you confirm that it is true, accurate and complete, and you agree to inform us promptly if any relevant information changes.
6.4 Your Account may be blocked, limited, suspended or remain pending until the relevant compliance checks have been completed to our satisfaction or to the satisfaction of the relevant entity within the Valens Pay group or service partner. During this period, you may not be permitted to terminate your Account or request deletion of data required for legal, regulatory, audit or recordkeeping purposes.
6.5 We may use one or more third-party KYC/AML verification tools and screening providers and may securely share your information with such providers in addition to our own internal compliance procedures.
6.6 We are not required to accept any person or corporation as a client or user. We reserve the right to impose enhanced due diligence requirements and/or to reject, restrict, suspend or terminate services where required by law, regulation, internal policy or partner requirements.
6.7 Clients are only permitted to maintain one active profile per legal person or individual unless otherwise approved by us. If duplicate accounts are created, we may merge, suspend or close them and determine which profile remains active.
7. DATA PROTECTION
7.1 Privacy is important to us. Full details of how we collect, use, store, disclose and otherwise process your Personal Data are set out in our Privacy Policy and related policies.
7.2 By using the Site or Services, you acknowledge and agree that your Personal Data may be processed for onboarding, account administration, service delivery, compliance, fraud prevention, sanctions screening, legal reporting, security monitoring, analytics, customer support and other lawful business purposes.
7.3 We recommend that you read the Privacy Policy carefully.
8. ACCOUNT OPENING ELIGIBILITY
8.1 The Services are available only to individuals and companies that are legally capable of entering into binding contracts under the laws applicable to them.
8.2 By registering for an Account, you expressly represent and warrant that:
a) you have accepted these Terms and all applicable policies;
b) you are at least 18 years of age;
c) you are not located in, organised in, or a citizen or resident of any prohibited or restricted jurisdiction for the relevant service;
d) you have legal capacity and authority to enter into these Terms; and
e) where you act on behalf of a legal entity, you are duly authorised to do so.
8.3 Without limiting the foregoing, we reserve the right, acting reasonably or where required by law or policy, to suspend, restrict or refuse access to the Services at our sole discretion.
9. MAINTAINING YOUR ACCOUNT
9.1 The Site and Services are for your own lawful use only. If you are an individual, they are for your personal use unless otherwise agreed. If you are a corporation, they are for the lawful commercial use of that corporation and not for the personal use of its employees, directors, officers or agents.
9.2 You agree to provide current, accurate and complete information and to keep such information updated. Failure to do so may constitute a breach of these Terms and may result in immediate suspension or termination of your Account.
9.3 You may not use any account other than your own, access the account of any other Member or assist others in obtaining unauthorised access.
9.4 The creation or use of Accounts without express permission may result in immediate suspension or termination of all related Accounts and cancellation of pending transactions or requests.
9.5 You are responsible for maintaining the confidentiality of your credentials and for safeguarding your Account and all activity conducted through it. Any actions, instructions, transactions or operations initiated from your Account will be treated as authorised by you unless proven otherwise.
9.6 If suspicious activity is detected, we may request additional information or documentation and may freeze transactions or restrict access pending review. You must comply with such requests.
9.7 You agree not to use the Services for any unlawful activity, including money laundering, terrorist financing, sanctions evasion, illegal gambling, fraud, malicious hacking or other criminal conduct.
9.8 If your Account has been inactive for more than 12 months and the remaining balance is equal to or lower than any applicable closing fee, dormancy fee or administrative fee, we reserve the right to close the Account without further notice, subject to applicable law.
10. TOP UP / ADD MONEY
10.1 Where available, you may be provided with the option to add funds using a card, bank transfer or other supported payment method.
10.2 We do not allow anonymous transactions or transactions made using payment methods that do not belong to you unless expressly approved and verified.
10.3 Any payment method used must be in your own name unless otherwise approved by us. We may require documentation to verify ownership of the payment method and the legality of the source of funds.
10.4 Funding transactions may be subject to automated and manual review, transaction limits, risk scoring and additional information requests.
10.5 We reserve the right at any time to request additional documentation regarding source of funds, source of wealth, ownership, transaction purpose and related matters. We may reject, delay, reverse or block any funding transaction if we are not satisfied with the information provided or if required by law, regulation, sanctions restrictions or partner policy.
10.6 We accept no responsibility for fees, charges or exchange rates applied by your bank, payment provider, intermediary or card issuer.
10.7 Where funds are received or processed, they are received and processed by the relevant service provider, banking partner, payment partner or the relevant entity within the Valens Pay group, as applicable.
11. REGISTRATION
11.1 By registering for an Account, you expressly represent and warrant that:
a) you have accepted these Terms and applicable policies; and
b) you are of legal age and have the legal capacity to accept these Terms.
12. TRANSFER / WITHDRAWAL
12.1 Where available, you may request withdrawal of funds in accordance with these Terms and applicable operational, legal and compliance requirements.
12.2 We will process withdrawal requests only where:
a) the withdrawal instructions are complete and accurate;
b) the destination account belongs to you, unless otherwise permitted and verified;
c) the withdrawal is permitted under applicable law, sanctions restrictions, internal controls and partner requirements; and
d) we are satisfied with the source of funds, purpose of transaction and destination details.
12.3 You acknowledge that withdrawals may be restricted to the same or a related account, country or payment rail used for funding, subject to compliance and risk controls.
12.4 We are not responsible for delays caused by intermediary banks, payment systems, banking partners, third-party providers or regulatory interventions.
13. FEES
13.1 Our fees may include fixed fees, variable fees, one-off fees, onboarding fees, transaction fees, monthly fees, inactivity fees, card-related fees, chargeback-related fees and administrative or document fees.
13.2 Additional charges may apply for documents requested by you for personal or corporate use, including acknowledgement letters, account confirmation letters, tax-related letters, certified copies, communication retrieval or similar items.
13.3 The Company will disclose relevant fees through these Terms, separate fee schedules, the platform, onboarding materials, transaction screens or support communications.
13.4 Chargebacks, reversals, disputes and similar costs arising from incorrect, disputed or non-compliant transactions may be charged to you.
14. CARD FEES
14.1 Where card services are made available, such services may be managed and processed by the relevant card programme manager, issuer, processor, partner or affiliate disclosed during onboarding or within the relevant product documentation.
14.2 Any card-related claims, disputes or refund requests must be submitted in accordance with the applicable card programme terms and the instructions provided on the platform or via support.
15. CARD FEES REFUND POLICY
15.1 Except where required by law, we are not obliged to refund onboarding fees, setup fees, card fees, transaction fees or similar charges arising from incorrect or incomplete information submitted by the Client, including but not limited to wrong industry, country, name, ownership details or other onboarding data.
15.2 If an error is directly caused by us and not by the Client, we may, at our discretion or where required by law, issue a refund of the relevant fee.
15.3 Any claim for refund relating to onboarding or similar fees must be submitted promptly and no later than ten (10) calendar days after the relevant fee was charged, unless mandatory law requires a longer period.
16. DEDICATED ACCOUNT OPENING
16.1 By using the platform, you may be required to agree to the respective terms, conditions, privacy notices and policies of the relevant entity within the Valens Pay group and/or authorised third-party service provider, depending on the services you wish to use.
16.2 You may be prompted to review and accept those legal documents before access is granted to the relevant product or service. You are responsible for reading them carefully.
17. TERMINATION
17.1 These Terms enter into force on the date you register for an Account and remain valid for as long as you use the Services or maintain an Account with us.
17.2 We may terminate, suspend, restrict, freeze or close your Account immediately, without prior notice, if:
a) you breach these Terms or any applicable policy;
b) we are required to do so by law, regulation, sanctions restrictions or partner requirements;
c) we suspect fraud, money laundering, terrorist financing, sanctions evasion or other unlawful activity; or
d) we determine that the relationship is no longer acceptable from a legal, compliance, operational or risk perspective.
17.3 You may stop using the Services at any time. However, you may not close your Account in order to avoid an investigation, review or legal process. If an investigation is ongoing, we may freeze the Account and/or restrict access to protect ourselves, our affiliates, our partners or third parties from risk, loss or liability.
17.4 Termination or closure of your Account will not affect any accrued rights or obligations. Any provisions which by their nature should survive termination shall survive termination.
18. LIMITED RIGHT OF USE
18.1 Unless otherwise stated, all materials on this Site are the property of Valens Pay, the Valens Pay group and/or their licensors, and are protected by copyright, trademark and other applicable laws.
18.2 You may view, print and download a copy of materials from this Site solely for your personal, informational and non-commercial use, or for your internal corporate use where applicable, provided that you comply with all copyright and proprietary notices.
18.3 The trademarks, service marks, logos, software, text, images, graphics, data, charts, video, audio and other content used on this Site must not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form without prior written permission, except as expressly permitted by law.
19. AVAILABILITY OF SERVICES
19.1 All Services are provided without warranty of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.
19.2 We do not guarantee that the Site or Services will be available at all times, uninterrupted, secure, error-free or suitable for your needs.
19.3 We may suspend access to the Site or Services for maintenance, upgrades, security reasons, legal reasons or emergency situations. We will use reasonable efforts to provide notice where practicable.
19.4 You acknowledge the risks associated with system downtime, delayed processing, partner dependency, network issues, third-party outages and emergency interventions.
20. APIS AND WIDGETS
20.1 We may provide certain parties with access to specific data and information through APIs, integrations or widgets. We may also provide widgets or embedded tools for your use.
20.2 You may use such APIs, integrations or widgets only in their original, authorised and unmodified form and only in accordance with any separate technical, commercial or legal terms applicable to them.
20.3 We reserve the right to suspend or revoke access to any API, widget or integration at any time.
21. EXTERNAL WEBSITES
21.1 The Site may contain links or references to external websites or third-party services. We do not control those external websites and are not responsible for their content, policies, functionality, availability, promotions, services or actions.
21.2 Your use of any external website is at your own risk. External websites may have separate terms and policies, and you are responsible for reviewing them.
22. FINANCIAL ADVICE
22.1 We do not provide investment advice, tax advice, accounting advice or legal advice through the Site or Services.
22.2 Any decision to use the Services, or any services made available through third-party partners, is solely your own. You should obtain independent professional advice where appropriate.
23. DISCLOSURES TO LEGAL AUTHORITIES AND AUTHORISED FINANCIAL INSTITUTIONS
23.1 We may disclose your Personal Data and other relevant information to law enforcement agencies, regulators, financial institutions, payment providers, banking partners, card issuers, KYC providers, fraud prevention providers, blockchain analytics providers and other competent authorities where required or permitted by law, or where necessary for fraud prevention, sanctions compliance, AML/CTF compliance, risk management, legal enforcement or dispute handling.
23.2 Such disclosure may occur where:
a) required by law;
b) compelled by subpoena, court order or other legal process;
c) necessary to prevent damage, loss, fraud or financial crime;
d) necessary to report suspected illegal activity; or
e) necessary to investigate violations of these Terms or related policies.
23.3 For further information, please refer to the Privacy Policy.
24. LIMITATION OF LIABILITY
24.1 To the fullest extent permitted by law, neither Valens Pay, entities within the Valens Pay group, nor their affiliates, directors, officers, employees, contractors, licensors or service partners shall be liable for any indirect, incidental, special, punitive or consequential losses, including loss of profit, loss of business, loss of opportunity, loss of goodwill or loss of data.
24.2 Nothing in these Terms excludes liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability which cannot lawfully be excluded or limited.
24.3 Our aggregate liability arising out of or in connection with any single client relationship, transaction or claim shall not exceed the greater of:
a) the total fees actually paid by you to us in the twelve (12) months preceding the event giving rise to the claim; or
b) the amount of the specific Transaction directly affected by the event giving rise to the claim,
less any fees, charges, reversals or liabilities owed by you.
24.4 We are not liable for delays, holds, rejections, reversals, restrictions or losses caused by intermediary banks, banking partners, payment systems, card networks, blockchain infrastructure, telecommunications failures, force majeure, third-party service providers or compliance interventions outside our reasonable control.
24.5 You acknowledge that intermediary banks and payment providers may hold, delay, review or reject deposits and withdrawals, and that we have no control over such actions.
25. LEGAL DISCLAIMER
25.1 Your use of the Services is at your sole risk. The Services are provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind, whether express or implied.
25.2 Neither Valens Pay, entities within the Valens Pay group nor their affiliates or licensors warrant that:
a) the Services will function uninterrupted, securely or be available at any particular time or location;
b) any errors or defects will be corrected;
c) the Services are free of viruses or other harmful components; or
d) the results of using the Services will meet your requirements.
26. INDEMNITY
26.1 To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless Valens Pay, entities within the Valens Pay group, their affiliates, partners, officers, employees, contractors and licensors from and against any action, liability, damage, claim, cost, loss, proceeding or expense arising out of or relating to:
a) your use of the Site or Services;
b) your breach of these Terms or any applicable policy;
c) your breach of applicable law or regulation; or
d) your misuse of partner services or third-party infrastructure.
27. UNCLAIMED PROPERTY
27.1 If we or a relevant service provider hold cash, electronic money, digital assets or other property associated with your Account and we are unable to contact you or detect any activity for an extended period, applicable law may require such funds or assets to be reported or transferred as unclaimed property.
27.2 We may attempt to contact you using the information held on record. If we are unable to do so, we may be required to transfer such property to the relevant authorities in accordance with applicable law.
27.3 We reserve the right to deduct dormancy fees or administrative charges from such funds where permitted by law.
28. MISCELLANEOUS
28.1 If we are unable to perform the Services due to factors beyond our reasonable control, including force majeure events, acts of government, changes in law, sanctions changes, banking restrictions, payment network restrictions, cyber incidents, power failures or telecommunications outages, we shall not be liable for any resulting delay, interruption or non-performance during the relevant period.
29. MODIFICATION OF TERMS
29.1 We reserve the right to change, add to or remove parts of these Terms at any time, at our sole discretion.
29.2 Your continued use of the Site or Services after any such changes take effect constitutes your acceptance of the revised Terms.
29.3 If you do not agree to the revised Terms, you must stop using the Services.
30. CHANGES TO SERVICES
30.1 We reserve the right, at our sole discretion, to modify, suspend, discontinue or replace any part of the Site or Services at any time, with or without notice, subject to applicable law.
30.2 We shall not be liable to you for any modification, suspension or discontinuation of the Site or Services.
31. EMAIL COMMUNICATION
31.1 Unencrypted email messages sent over the internet are not secure. We are not responsible for damages incurred as a result of sending unencrypted email messages.
31.2 Where secure internal messaging is available, Members should use the secure support system available inside their account. Non-members or users without access to internal messaging may contact us through the contact methods published on the Site.
31.3 You should never send passwords or highly sensitive credentials by email.
31.4 If you send unencrypted or unsecured email or other communications to us, we may respond using the same channels, and you accept the risks associated therewith.
31.5 Where Valens Pay-branded email communication is used, such communication will ordinarily come from official domains designated by us. However, you remain responsible for verifying the authenticity of communications and notifying us of suspicious messages.
32. RECORDING YOUR COMMUNICATION WITH US
32.1 You agree that we may record, store and monitor telephone calls, emails, chats, support requests and other communications, activities and transactions between you and us for compliance, quality assurance, security, evidence, dispute handling and recordkeeping purposes.
32.2 Such records shall be our property, subject to applicable law.
33. CONTACT US
33.1 If you have any questions relating to these Terms, your rights and obligations, your Account, the Site or the Services, you may contact us through the support channels made available on the platform or through the contact information published on the Site.
33.2 Where secure internal support messaging is available, Members should use that channel where possible.
34. CONSENT TO USE OF COOKIES
34.1 This Site uses cookies and similar technologies to improve functionality, security, analytics and user experience.
34.2 By continuing to use the Site, you consent to our use of cookies as described in the applicable Cookie Policy, except where consent must be separately obtained under applicable law.
34.3 You may disable cookies through your browser settings, but this may affect the availability or functionality of the Services.
35. VP PASS NFT – DIGITAL PRODUCT TERMS
35.1 Nature of the Product
35.1.1 The VP Pass is a digital non-fungible token (“NFT”) sold via https://vppass.com. No physical goods are provided.
35.1.2 By purchasing a VP Pass NFT, the Client acknowledges that this is a digital product delivered electronically after successful payment.
35.1.3 The VP Pass NFT may provide access, features or benefits that may evolve over time. We do not guarantee the availability of any specific future utility, feature or benefit unless expressly stated at the time of purchase.
35.1.4 The VP Pass NFT is not a financial instrument, investment product or security and does not represent any ownership interest, profit share or guaranteed financial return.
35.2 Payment Processing Entity
35.2.1 For VP Pass NFT purchases, payment processing, merchant acquiring or related payment activities may be conducted by the relevant merchant, acquiring, processing or group entity disclosed during checkout or in the relevant product flow.
35.2.2 Where applicable, payments may be received and processed by an affiliated or contracted service provider acting on behalf of the relevant service entity.
35.3 Wallet Issuance and Delivery
35.3.1 As part of the VP Pass NFT purchase process, we may:
a) create and assign an NFT Wallet on behalf of the Client;
b) deliver the purchased VP Pass NFT into that wallet; and
c) provide access instructions to the email address supplied at checkout.
35.3.2 Delivery is deemed completed once:
a) the NFT Wallet has been created;
b) the VP Pass NFT has been made available in that wallet; and
c) access instructions have been sent to the Client’s email address.
35.4 Access and Responsibility
35.4.1 Access to the NFT Wallet may be provided via email-based login or other supported login methods through vppass.com.
35.4.2 The Client is responsible for ensuring that the email address and login details provided during purchase are correct and accessible, for completing any required password setup, and for maintaining the confidentiality of their credentials.
35.4.3 We are not responsible for loss of access due to email issues, compromised devices, wallet misuse, third-party outages or user-side credential management failures.
35.4.4 The Client acknowledges that access to the VP Pass NFT may depend on third-party infrastructure, including blockchain networks, hosting providers, communications systems and software services. We are not responsible for delays or failures caused by such third-party systems outside our reasonable control.
35.5 Final Sale and Refund Policy
35.5.1 VP Pass NFT purchases are non-refundable once delivery has occurred as defined above, except where mandatory law requires otherwise.
35.5.2 By completing the purchase, the Client expressly agrees that delivery begins immediately upon payment and that the transaction becomes final once delivery has occurred.
35.5.3 The Client also expressly agrees that performance of the digital service begins immediately upon payment and acknowledges that, once delivery has occurred, any statutory right of withdrawal may no longer apply to the extent permitted by law.
35.6 Delivery Issues and Claims
35.6.1 If the Client believes that delivery of the VP Pass NFT has not been completed, the Client must contact the support address made available for the NFT product and include the email address used at checkout, any transaction or order reference, and a description of the issue.
35.6.2 We will review the request and determine, at our sole discretion or as otherwise required by law, whether a full refund, partial refund, re-delivery or no refund applies.
35.6.3 Any delivery-related claim should be submitted within fourteen (14) calendar days from the date of purchase unless mandatory law requires a longer period.
35.7 Acceptance
35.7.1 By ticking the acceptance checkbox at checkout and completing payment, the Client confirms acceptance of these VP Pass NFT terms, including the digital nature of the product, immediate electronic delivery and the limited refund rights set out above.
36. GOVERNING LAW AND JURISDICTION
36.1 These Terms shall be governed by and construed in accordance with the laws of the jurisdiction of the relevant contracting entity, unless mandatory law requires otherwise.
36.2 Where the relevant contracting entity is Valens Pay Inc., these Terms shall be governed by the laws applicable in the State of Wyoming, United States, and the competent courts in Wyoming shall have jurisdiction, unless mandatory law provides otherwise.
36.3 Where a specific third-party provider is the direct provider for a particular service, product or transaction, the governing law and jurisdiction applicable to that service, product or transaction may instead be determined by that provider’s own terms and conditions.
36.4 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
36.5 These Terms constitute the entire agreement between you and us regarding the Services, except where supplemented by product-specific terms, partner terms or separate written agreements.
37. SERVICE ALLOCATION AND ROLE OF VALENS PAY
37.1 Valens Pay is a platform brand and operating name used in connection with onboarding, compliance, technology, user interface, customer communication, facilitation and introduction activities.
37.2 Valens Pay does not itself constitute a separate regulated legal entity.
37.3 Depending on the relevant product or service:
a) regulated services may be provided by Valens Pay Inc. and/or other relevant entities within the Valens Pay group; and/or
b) regulated services may be provided by authorised third-party providers made available through the platform.
37.4 Any contractual, operational, compliance or settlement responsibility in relation to a service shall rest with the entity actually providing that service, as identified in the relevant onboarding flow, product materials, fee schedule, account documentation or partner terms.
38. HANDLING OF CLIENT FUNDS
38.1 Any customer funds, payment flows, settlements, stored value, wallet balances or other monetary value associated with the Services shall be received, processed, held and/or settled only by the relevant service provider or regulated entity.
38.2 Valens Pay as a platform brand does not itself hold client funds.
38.3 You acknowledge and agree that access to any account, wallet, balance, card or settlement service may depend on the applicable service provider, banking partner, issuer, processor or regulated entity responsible for that service.