Terms of Service

1. Agreement and Acceptance

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “Developer,” or “you”) and Valta (“Valta,” “we,” “our,” or “us”), governing your access to and use of the Valta platform, APIs, SDKs, dashboard, documentation, and all related services (collectively, the “Service”).

By creating an account, accessing the Service, using our API, or integrating our SDK, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not access or use the Service.

If you are using the Service on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to these Terms.

2. Description of Service

Valta provides financial governance infrastructure for autonomous AI agents. The Service enables developers and organisations to:

• —Create and manage agent wallets funded with digital assets (currently USDC)
• —Define and enforce spending policies including per-transaction limits, daily caps, category restrictions, and approval thresholds
• —Access an immutable audit trail of all agent financial activity
• —Use kill switches to freeze agent spending instantly
• —Integrate financial governance via REST API and TypeScript SDK
• —Monitor agent spending behaviour through a management dashboard

Valta is infrastructure software, not a licensed financial institution, bank, money transmitter, or investment adviser. The Service operates on public blockchain networks. Users deposit USDC to Valta-controlled on-chain addresses on the Base network. Valta maintains custody of the private keys that control those deposit addresses on users' behalf.

Because Valta holds private keys on behalf of users, it is a custodial platform for the purposes of deposits. You do not hold your own private keys — Valta does. You should only deposit funds you are comfortable entrusting to a custodial service. Valta does not provide investment advice and does not earn yield on deposited funds.

3. Eligibility

To use the Service you must:

• —Be at least 18 years of age, or the age of legal majority in your jurisdiction
• —Have the legal capacity to enter into a binding contract
• —Not be located in, or a resident of, a country subject to comprehensive sanctions by OFAC, the UN Security Council, the EU, or the Nigerian government
• —Not be a person designated on any sanctions list
• —Comply with all applicable laws and regulations in your jurisdiction

By using the Service, you represent and warrant that you meet all eligibility requirements. We reserve the right to verify eligibility and to suspend or terminate accounts that do not comply.

4. Accounts and API Keys

You are responsible for:

• —Providing accurate, complete, and current registration information
• —Maintaining the confidentiality of your account credentials and API keys
• —All activity that occurs under your account or API keys, whether or not authorised by you
• —Notifying us immediately at security@valta.co upon discovering any unauthorised access or suspected compromise of your credentials
• —Ensuring your API keys are not exposed in client-side code, public repositories, or any environment accessible to unauthorised parties

Valta is not liable for any loss arising from unauthorised use of your credentials. You agree that Valta may act on any instruction received through your authenticated session or valid API key as if it were your instruction.

5. Developer Responsibility for AI Agents

This section is critical. Read it carefully.

When you use Valta to create wallets for, fund, or govern autonomous AI agents, you — the developer or operator — are solely and fully responsible for:

• —The design, behaviour, and outputs of any AI agents you deploy using the Service
• —All financial transactions your agents initiate or authorise
• —Ensuring your agents comply with all applicable laws, regulations, and third-party terms
• —Setting appropriate spending limits, approval thresholds, and restrictions before funding any agent
• —Monitoring your agents' behaviour and freezing them immediately if unexpected or harmful behaviour is detected
• —Any losses, damages, or regulatory violations caused by your agents' actions
• —Obtaining all necessary licences, consents, and regulatory approvals required for your specific use case in your jurisdiction

Valta provides the governance infrastructure — the policies, kill switches, and audit trail. Valta does not control, supervise, or take responsibility for the AI models or agents you build and deploy. The governance tools are only effective if you configure and use them correctly. Valta is not liable for the consequences of misconfigured policies, unfunded wallets, or agents left running without supervision.

You agree to indemnify and hold harmless Valta, its officers, directors, employees, and agents from any claim, demand, action, liability, loss, cost, or expense (including legal fees) arising from or related to your AI agents' actions or your failure to configure governance controls appropriately.

6. Wallets, Deposits, and Transactions

6.1 How Deposits Work

Each user account is assigned a unique deposit address on the Base blockchain network. This address is derived from a master cryptographic key held securely by Valta. When you send USDC to your deposit address, Valta's systems detect the on-chain transfer and credit an equivalent USD balance to your Valta account. Your Valta balance is an internal accounting record — it is not itself a blockchain asset.

6.2 Accepted Assets and Network

Valta currently accepts USDC only on the Base network. Sending any other token, or sending USDC on a different network (e.g. Ethereum mainnet, Polygon, Solana), will result in permanent loss of those funds. Valta cannot recover assets sent to the wrong network or in the wrong token. You are solely responsible for sending the correct asset on the correct network.

6.3 Custodial Responsibility

Valta holds the private keys to your deposit address. You do not have direct access to those keys. Valta uses industry-standard security practices to protect these keys, but no custodial service is risk-free. You acknowledge that:

• —Valta is not a bank and deposited funds are not covered by any government deposit insurance scheme
• —In the event of a security breach affecting Valta's key infrastructure, deposited funds could be at risk
• —You should only deposit amounts you are prepared to lose in a worst-case scenario
• —Valta will notify users promptly in the event of any known security incident affecting deposited funds

6.4 Blockchain and Transaction Rules

You acknowledge and agree that:

• —Blockchain transactions are irreversible once confirmed. Valta cannot reverse, cancel, or recover funds from a completed on-chain transaction
• —Network confirmation times vary and are outside Valta's control. Balance credits may take minutes to reflect after a transaction is broadcast
• —The value of digital assets can fluctuate. Valta makes no representation regarding the future price or stability of USDC or any other asset
• —You are responsible for ensuring sufficient balance is available before your agents initiate transactions
• —Valta may impose withdrawal limits, transaction limits, or verification requirements at any time for compliance or security reasons
• —Valta may freeze transactions or wallet access that appear suspicious, fraudulent, or in violation of these Terms

7. Prohibited Activities

You must not use the Service, directly or indirectly through your AI agents, to:

• —Engage in or facilitate money laundering, terrorist financing, or any other financial crime
• —Conduct transactions with any person or entity on a sanctions list or in a sanctioned jurisdiction
• —Engage in market manipulation, wash trading, pump-and-dump schemes, or any fraudulent financial activity
• —Process transactions on behalf of third parties without their knowledge or consent
• —Use the Service to circumvent spending limits, approval workflows, or governance controls — including by structuring transactions to avoid policy thresholds
• —Access, scrape, or harvest data from the Service through automated means beyond normal API usage
• —Reverse engineer, decompile, or attempt to extract the source code of the Service
• —Use the Service to transmit malware, viruses, or other harmful code
• —Impersonate any person or entity or misrepresent your affiliation
• —Use the Service in any way that violates applicable laws, regulations, or third-party rights
• —Facilitate or enable any agent to take actions you know or suspect to be illegal

Violation of this section may result in immediate account suspension, termination, reporting to relevant authorities, and legal action.

8. Fees and Payments

Valta charges fees for certain services as described on our pricing page. By using paid features you agree to:

• —Pay all applicable fees at the rates in effect at the time of use
• —Provide valid payment information and authorise Valta to charge your payment method
• —Pay any applicable taxes, levies, or duties in your jurisdiction

Fees are non-refundable except where required by applicable law or at Valta's sole discretion. We reserve the right to change our pricing at any time with reasonable notice. Continued use of the Service after a price change constitutes acceptance of the new pricing.

During the beta period, some or all features may be provided free of charge. Valta may introduce fees for previously free features with at least 14 days' notice.

9. Beta Service and Service Availability

The Service is currently in public beta. This means:

• —The Service may contain bugs, errors, or incomplete features
• —Features may be added, modified, or removed without prior notice
• —Valta does not guarantee any specific uptime, availability, or performance during beta
• —Data, configurations, or wallet states may be altered or reset during beta operations in extreme circumstances, with advance notice where possible
• —Beta use should not be treated as production-ready infrastructure for high-value, critical financial operations without independent testing and validation

Valta will make reasonable efforts to maintain service availability and will provide advance notice of planned maintenance where possible. However, we make no guarantee of uninterrupted service, particularly during the beta period.

10. No Financial or Investment Advice

Nothing in the Service, documentation, or communications from Valta constitutes financial, investment, legal, tax, or regulatory advice. Valta is a technology infrastructure provider. We do not advise on:

• —Whether to deploy AI agents that handle financial transactions
• —The suitability of any digital asset or transaction strategy
• —Regulatory compliance in your specific jurisdiction
• —Tax treatment of any transactions processed through the Service

You should obtain independent professional legal, financial, and regulatory advice before deploying AI agents that handle real financial transactions, particularly in regulated industries.

11. Intellectual Property

Valta and its licensors own all rights, title, and interest in the Service, including all software, APIs, SDKs, documentation, trademarks, trade names, and other intellectual property. These Terms do not grant you any ownership interest in the Service.

Subject to your compliance with these Terms, Valta grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service solely for your internal business purposes.

You retain ownership of data you submit to the Service. By submitting data, you grant Valta a limited licence to use that data solely to provide and improve the Service.

12. Disclaimers and Warranties

Important — read carefully

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, VALTA DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO:

• —Warranties of merchantability, fitness for a particular purpose, and non-infringement
• —Warranties that the Service will be uninterrupted, error-free, or secure
• —Warranties regarding the accuracy, completeness, or reliability of any information provided through the Service
• —Warranties that defects will be corrected
• —Warranties that the Service is free of viruses or other harmful components

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the above exclusions apply to the maximum extent permitted by law.

13. Limitation of Liability

Important — read carefully

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VALTA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR:

• —Any indirect, incidental, special, consequential, punitive, or exemplary damages
• —Loss of profits, revenue, data, business, or goodwill
• —Loss of funds caused by your AI agents' actions, misconfigured policies, or unauthorised access to your API keys
• —Losses arising from the irreversibility of blockchain transactions
• —Damages resulting from the beta nature of the Service, including bugs, outages, or data errors
• —Losses arising from third-party services, integrations, or smart contracts
• —Any damages arising from your failure to comply with applicable laws or regulations

IN ANY EVENT, VALTA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO VALTA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (USD $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, these limitations apply to the maximum extent permitted by applicable law.

14. Indemnification

You agree to defend, indemnify, and hold harmless Valta and its officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgements, awards, losses, costs, expenses, and fees (including reasonable legal fees) arising out of or relating to:

• —Your use of or access to the Service
• —Your violation of these Terms
• —Your violation of any third-party rights, including intellectual property or privacy rights
• —Your violation of any applicable law or regulation
• —Any financial transactions initiated by AI agents you deployed using the Service
• —Any claim by a third party harmed by your AI agents' actions
• —Your failure to configure or monitor governance controls appropriately

15. Sanctions and Compliance

Valta is committed to compliance with all applicable sanctions laws and regulations, including those administered by OFAC, the UN Security Council, the Nigerian government, and other relevant authorities.

You represent and warrant that you are not, and will not use the Service to transact with, any person or entity that is: (a) on any sanctions list; (b) located in a comprehensively sanctioned country or territory; or (c) owned or controlled by any of the foregoing.

Valta may immediately suspend or terminate your account, freeze associated wallets, and report suspected violations to the appropriate authorities without prior notice if we have reason to believe a sanctions violation has occurred or is imminent.

16. Suspension and Termination

Valta may suspend or terminate your access to the Service at any time, with or without notice, if we reasonably believe you have:

• —Violated any provision of these Terms
• —Engaged in fraudulent, illegal, or harmful activity
• —Posed a security or compliance risk to Valta or other users
• —Failed to pay applicable fees

You may terminate your account at any time by contacting us at legal@valta.co. Upon termination, all licences granted under these Terms will immediately cease.

Termination does not affect any rights or obligations that accrued prior to termination, including any unpaid fees, pending transactions, or indemnification obligations.

17. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.

Any dispute, controversy, or claim arising out of or in connection with these Terms or the Service shall first be attempted to be resolved through good-faith negotiation. If negotiation fails within 30 days, disputes shall be submitted to binding arbitration in Lagos, Nigeria, conducted in English under the Arbitration and Conciliation Act (as amended) of Nigeria.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations.

You agree to waive any right to participate in a class action lawsuit or class-wide arbitration against Valta.

18. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• —Update the 'Last updated' date at the top of this page
• —Notify you by email to the address associated with your account
• —Display a notice in the dashboard for at least 14 days before the change takes effect

Your continued use of the Service after the effective date of any changes constitutes acceptance of the revised Terms. If you do not agree to the new Terms, you must stop using the Service before they take effect.

19. Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and Valta with respect to the Service.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

No Waiver. Failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Valta may assign these Terms without restriction.

Force Majeure. Valta shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, war, terrorism, government action, internet outages, or third-party service failures.

20. Contact

For questions about these Terms, contact: