Terms of Service

Valcore Software User Agreement: This Software User Agreement (“Agreement”) is made and entered into as of [Date Pament is made through the Valcore website or the community](the “Effective Date”), by and between Valcore Algos Inc, a Montana C-Corporation (the “Licensor”), and individual signing (“You” or “Your”), collectively referred to herein as the “Parties” and individually as a “Party”. THIS AGREEMENT INCLUDES ARBITRATION PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING AND A JURY TRIAL. ARBITRATION IS MANDATORY AND SERVES AS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES ARISING UNDER THIS AGREEMENT. In consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows: 1. Services and Fees. You engage Valcore, and Valcore agrees to provide access to and use of the trading algorithm referred to as "Otto," along with any related content, functionality, and services ("Services") available through www.Valcorealgos.com and/or the member portal (collectively, the "Platform"), whether you are a guest or registered user. In exchange for access to the Platform and the fulfillment of other obligations in this Agreement, you agree to pay Valcore upon signing this Agreement, along with the monthly fees outlined in Exhibit A ("Fees"). You acknowledge that all sales are final and non-refundable, except as stated in Section 4, and you waive any right to initiate a chargeback with your credit card provider for purchases under this Agreement. If any payment due to Valcore is not made on time, Valcore reserves the right to suspend or terminate the Services, and you will be charged a late fee of 5% and a service fee of 1.5% per month (equivalent to an 18% annual percentage rate) until the outstanding amount is fully paid. Should any payment be returned for insufficient funds or if you stop payment, you agree to pay Valcore either 5% of the outstanding amount or twenty-five dollars ($25), whichever is greater. 2. Use of Platform; By signing this Agreement, You are agreeing to the terms of this Agreement, including the Risk Disclosure Attestation Agreement contained on Exhibit B, attached hereto and made a part hereof, and You represent that You are at least the legal age of majority in Your state or province of residence. You also affirm that You have the legal capacity to enter into a binding contract with Valcore and have read this Agreement and understand and agree to its terms. Subject to and conditioned on Your payment of the Fees and compliance with all other terms and conditions of this Agreement, Valcore hereby grants to You a non-exclusive, non-sublicensable, and non-transferable license during the Agreement to use the Platform. You shall not use the Platform for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing, and except as otherwise expressly set forth in this Agreement, You shall not at any time, directly or indirectly: (i) make claims on the Softwares performance on behalf of the company (ii) without prior notice to Valcore and Your receipt of Valcore’s consent, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available to another person, the Platform; (iii) remove any proprietary notices from the Platform; or (iv) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. This Agreement is a non-exclusive agreement. Valcore is free to advertise, offer and provide Valcore’s Services and Platform to others. 3. Privacy and Security Disclosure. Valcore’s Privacy Policy may be viewed online at (Valcorealgos.com/policies). The Privacy Policy is hereby incorporated into these terms by reference and constitutes a part of this Agreement. Valcore reserves the right to modify the Privacy Policy at its sole discretion. 4. 30-Day Money Back: If You are not satisfied with the performance of our trading bot program, you are entitled to a full refund within 30 days of purchase, no questions asked. To be eligible for the refund, you must meet the following requirements: (a) You must of had Otto running for a period of 10 consecutive trading days; (b) You must provide proof that the bots were running for the required time period; and (c) You must provide proof that the algorithm was unsuccessful throughout the 10 consecutive days. Extension Stipulation: Understanding that circumstances may vary, we may offer a one-time extension of an additional 30 days to the money-back guarantee period, if needed. This extension is granted upon approval to ensure you have sufficient time to assess the performance of our trading bots thoroughly. Should you be granted this extension, the total period to meet the above eligibility requirements extends to a maximum of 60 days from the date of purchase. It is crucial to note that the completion of the terms within this 60-day window is mandatory to maintain eligibility for a refund. Failure to meet these conditions within the extended timeframe will render the refund request ineligible. 5. No Investment Recommendations or Professional Advice. Any duties arising out of Valcore’s engagement under this Agreement shall be owed solely to You. Valcore is an independent contractor and not a representative, joint venturer, or fiduciary, of Yours for any purpose. Neither Party will have any authority to bind the other Party. Valcore’s products or services are not intended to provide investment, tax, legal, or insurance advice. None of the communication(s), content, or Services provided to You by Valcore, Valcore’s executive officers, employees, or contractors should be construed as an offer to sell or a solicitation of an offer to buy any security, nor should it be construed as a recommendation to buy or sell any security by Valcore or any third party. You alone are solely responsible for determining whether any investment, security or strategy, or any other product or service is appropriate or suitable for You based on Your investment objectives and personal and financial situation. You should consult an investment advisor, financial professional, attorney, or tax professional regarding Your particular financial situation, investing strategies, or specific legal or tax situation. Valcore’s products are not sold or displayed as an investment. Neither Valcore or Valcore’s algorithms are investments. To the extent that any communication or content published or provided by Valcore in any form, format or media, may be deemed investment advice or recommendations in connection with a particular security, such information is impersonal and not tailored to the investment needs of You or any specific person. You understand that an investment in any security is subject to a number of risks, including but not limited to the potential risk of losing all money invested, and that any communications, publications, or discussions regarding any security or investment by Valcore will not include or contain a list or description of relevant risk factors. You understand that any performance data provided by Valcore is supplied by sources believed to be reliable, that any calculations provided by Valcore are made using such data, and that such calculations are not guaranteed by these sources, the information providers, or any other person or entity, and may not be complete. You acknowledge that any advice or analysis that Valcore provides in connection with this Agreement and the Services are exclusively for use by You and may not be disclosed to any third party or circulated or referred to publicly without Valcore’s prior written consent. From time to time communication(s) from Valcore may reference prior articles and opinions that we have published. These references may be selective, may reference only a portion of an article or opinion, and are likely not to be current. As markets change continuously, previously published information and data may not be current and should not be relied upon. Any content provided by Valcore is presented only as of the date published or indicated and may be superseded by subsequent market events or for other reasons. 6. Securities and Investing Disclosure. Investing and/or implementing trading strategies whether in securities, options, commodities, currencies, crypto currencies, or other investments, markets or securities (collectively “Securities”) have large potential rewards, but also large potential risks. You must be aware of the risks and be willing to accept them in order to invest in Securities. Don’t invest or trade with money You can’t afford to lose. Valcore does not provide commodity trading advice based on, or tailored to, the commodity interest or cash market positions or other circumstances or characteristics of particular clients nor does Valcore direct any customer accounts. Valcore does not represent that any account will or is likely to achieve profits or losses similar to any model portfolio, scenario, past performance data or any other data provided by Valcore. The past performance of any trading system or methodology is not necessarily indicative of future results. All trades, patterns, charts, systems, etc., discussed, used as an example, or presented by Valcore are for illustrative purposes only and are not to be construed as specific investment advice or recommendations. Information provided by Valcore or contained on our Platform is intended for informational purposes only. 6. Confidential Information. From time to time during the Agreement, Valcore may disclose or make available to You information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to You; (c) rightfully obtained by You on a non-confidential basis from a third party; or (d) independently developed by You. You shall not disclose Valcore’s Confidential Information to any person or entity. Notwithstanding the foregoing, You may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that You shall first have given written notice to Valcore and made a reasonable effort to obtain a protective order; or (ii) to establish Your rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, You shall promptly return to Valcore all copies, whether in written, electronic, or other form or media, of Valcore’s Confidential Information, or destroy all such copies and certify in writing to Valcore that such Confidential Information has been destroyed. Your obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 7. Intellectual Property. Valcore will retain the exclusive ownership of all right, title, and interest in and to Valcore’s Platform, work product and intellectual property rights related to the Services and all ideas, analysis, creative concepts, designs, deliverables, processes, methods, scripts, patents, patent applications, inventions, copyrights and copyright materials, business name, logos, trademarks and trade names, trade secrets and know-how relating to the Platform or the Services, together with all of the goodwill associated therewith, derivative works, and all other rights which Valcore or its predecessors may have at any time created, adopted, used, registered, or been issued world-wide (collectively, “Valcore IP” or “Contents”) . You will not do, or cause or permit to be done, any acts or things contesting or in any way impairing or tending to impair any portion of the Valcore IP. You acknowledge that You have no right or interest in the Valcore IP (except as expressly permitted by this Agreement). You will not acquire or attempt to acquire, for itself or for others, or grant or attempt to grant, any rights in or to any of the Valcore IP, either through registration or use. Except in the event that You obtain Valcore’s prior express written consent, You agree that You shall not utilize, or allow a third party to apply any Valcore IP to, (i) a multi-account manager arrangement, whereby You establish a sub-account to a master account controlled by a professional foreign exchange (“Forex”) trader, or (ii) a percentage allocation management module, whereby You allocate Your capital to a Forex account managed by a Forex trader and pooled with funds from other investors. 8. User Conduct. You may not use, copy, display, sell, license, decompile, republish, upload, post, transmit, distribute, create derivative works, or otherwise exploit Content from the Platform to online bulletin boards, message boards, newsgroups, chat rooms, or in any other manner, without our prior written permission. Modification of the Content or use of the Content for any purpose other than consistent with this Agreement is a violation of our copyright and other proprietary rights, and can subject You to legal liability. In addition, in connection with Your use of Valcore’s Platform, You agree not to: (a) Restrict or inhibit any other visitor from using the Platform, including, without limitation, by means of “hacking” or defacing any portion of the Platform; (b) Use the Platform for any unlawful purpose; (c) Express or imply that any statements You make are endorsed by Valcore, without our prior written consent; (d) Modify, adapt, sublicense, translate, sell, reverse engineer, decompile, or disassemble any portion of the Platform; (e) Disable, damage, or alter the functioning or appearance of the Platform, including the presentation of advertising; (f) “Frame” or “mirror” any part of the Platform without our prior written authorization; (g) Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, retrieve, index, data mine, scrape, harvest, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or its contents; (h) Harvest or collect information about visitors to the Platform; (i) Send unsolicited or unauthorized advertisements, spam, chain letters, etc. to other users of the Platform; or (j) Transmit any Content that software viruses or other harmful computer code, files, or programs. 9. Your Representations and Warranties. You represent and warrant to Valcore that: (a) You will take all actions and execute all documents necessary to carry out Your obligations under this Agreement; (b) If an individual, You are legally competent and of legal majority; (c) If an entity, (i) You are duly organized and validly existing and in good standing under the applicable laws of the jurisdiction of Your organization, (ii) if engaged in business as an investment adviser, broker-dealer, or commodity futures intermediary, such as an introducing broker, commodity trading adviser, commodity pool operator or futures commission merchant, You are duly registered and in good standing under the laws of the applicable regulatory bodies and jurisdiction(s), not subject to any disqualifications from registration, or exempt from registration under applicable regulations and rules; (iii) You have the full right, capacity, and authority to enter into, deliver and perform Your obligations under this Agreement, (iv) You have duly authorized the person executing and delivering this Agreement, all ancillary documents, and other transactions contemplated hereunder on Your behalf or performing any obligations contemplated under this Agreement on Your behalf to do so, making Your obligations under this Agreement binding on and enforceable against You in accordance with the terms of this Agreement, and (v) Your execution, delivery and performance of Your obligations under this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding to which You are a party or to which Your assets or Securities are bound; (d) Under sanctions provided for by applicable law, Your Taxpayer Identification Number/EIN provided to Valcore is correct, as is Your country and state/province of tax residence is the correct and current jurisdiction in which You pay taxes; (e) Your acceptance of the terms and conditions and other transactions contemplated under this Agreement, and Your performance of all obligations contemplated hereunder, will not violate any statute, rule, regulation, ordinance, charter, by-law or policy applicable to You, and You are in compliance with all laws and regulations to which You are subject, including, without limitation, all tax laws and regulations, securities and commodity futures boards and exchange and self-regulatory organization requirements and federal and state registration requirements; (f) All information You provided to Valcore , including information regarding Your trading experience, expertise and knowledge, is true, correct and complete, and You will notify Valcore in writing promptly of any changes in such information, and such information disclosed to Valcore with respect to this Agreement and/or in response to any subsequent request for information by Valcore , is and shall be accurate and You shall immediately notify Valcore in writing if there is a change in such information provided in connection with this Agreement, including but not limited to Your electronic mail address, telephone contacts and change in residential or business address(es); (g) By using the Software, You represent, warrant, covenant and declare that all the funds used and invested via Valcore ’s software do not originate in any way from drug trafficking, abduction, terrorist activity or any other criminal activity that could be considered unlawful by any authority in any jurisdiction. If Valcore may become suspicious that You may be engaging or have engaged in such fraudulent, unlawful or improper activity, including without limitation, money laundering activities or conduct otherwise in violation of this applicable law or this Agreement, Valcore may immediately terminate Your access to the Platform and/or it may block Your account. If Your account is terminated or blocked in such circumstances, Valcore is under no obligation to refund any funds that may be in Your account, unless instructed otherwise by an applicable regulatory authority. In addition to terminating Your access to the Platform and/or blocking Your account, Valcore reserves the right to prevent You from accessing any Valcore websites or servers, or accessing any other Valcore Services. Valcore shall be entitled to inform the relevant authorities, other online service providers and banks, credit card companies, electronic payment providers or other financial institutions of Your identity and of any suspected unlawful, fraudulent or improper activity, and You will cooperate fully with Valcore to investigate any such activity; (h) You will provide such information and guidance as is necessary for Valcore to perform its obligations under this Agreement in a timely manner. 10. Account Registration. In order to access some of the Services offered by Valcore provided via the Platform, You will be required to create an account. By creating an account, You agree to the following: (a) You may only maintain a single account; (b) You may never share Your account user name or password or knowingly provide or authorize access to Your account to another person without informing Valcore and receiving Valcore’s prior, express written consent; (c) You may never use another user’s account without their permission; (d) When creating Your account, You must provide accurate and complete information; (e) You are solely responsible for the activity that occurs on Your account, and You must keep Your account password secure; (f) You must notify Valcore immediately of any breach of security or unauthorized use of Your account; (g) Valcore will not be liable for any losses caused by any unauthorized use of Your account; and (h) Valcore has the right, in its sole discretion, to cancel Your subscription(s) or suspend Your access to the Platform. 11. Social Media Presence. This section applies You, all customers, and to everyone who interacts with our social media presence, including comment sections, feeds, and other elements of social media presence viewable on Valcorehub.com, Facebook, Instagram, Twitter, YouTube, Google, LinkedIn, or any of the many other available external third party social media platforms we may utilize (“Social Media Presence”). Social media platforms are places of public information exchange and You should have no expectation of privacy when using them. Specifically, neither these terms nor our Privacy Statement apply to our Social Media Presence. The sites and platforms that host our Social Media Presence are not controlled by us and therefore have their own privacy policies and terms of use. The comments and opinions expressed by users on social media are theirs alone and do not reflect the opinions of Valcore . Comments that some would consider inappropriate or offensive may appear on our Social Media Presence and may remain there until they have been identified by us or called to our attention and we are able to work through the necessary procedures and technical processes to have them removed. If You see an offensive or inappropriate post or comment on our Social Media Presence, You should report it to the operator of the applicable site or platform using the procedures they have established for that purpose. 12. Copyright Notice. Valcore maintains specific contact information provided below, including an e-mail address, for notifications of claimed infringement regarding materials. All notices should be addressed to the contact person specified below (our agent for notice of claimed infringement): Valcore: Attn:Isaac Parry Email: isaac.parry@Valcorealgos.com You may contact our agent for notice of claimed infringement specified above with complaints regarding allegedly infringing posted material and we will investigate those complaints. If the posted material is believed in good faith by us to violate any applicable law, we will remove or disable access to any such material, and we will notify the posting party that the material has been blocked or removed. 13. Disclaimer of Warranties. EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, VALCORE’S SERVICES, PLATFORM AND ALL CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF ANY SERVICE OR INFORMATION, INCLUDING THE PLATFORM, PROVIDED BY Valcore. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF VALCORE’S SERVICES AND/OR PLATFORM SHALL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) Valcore’S SERVICES AND/OR PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY Valcore SERVICES, PLATFORM, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU FROM Valcore WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE SERVICES AND/OR PLATFORM WILL BE CORRECTED, OR (F) THE PLATFORM OR THE SERVER(S) THAT MAKE THE PLATFORM AND/OR SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, 9 ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 14. Disclaimer of Liabilities. EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL Valcore OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS, OR CLAIMS ARISING FROM OR RELATED TO THIS CONTRACT, Valcore’S PRIVACY POLICY, Valcore’S PRODUCTS OR SERVICES, OR YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE PLATFORM OR ANY SERVICES, REGARDLESS OF WHETHER Valcore HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE. IF, NOTWITHSTANDING THE LIMITATIONS OF LIABILITY SET FORTH ABOVE, Valcore IS FOUND LIABLE UNDER ANY THEORY, Valcore’S LIABILITY AND YOUR EXCLUSIVE REMEDY WILL BE LIMITED TO $500.00 USD. THIS LIMITATION OF LIABILITY SHALL APPLY FOR ALL CLAIMS, REGARDLESS OF WHETHER Valcore WAS AWARE OF OR ADVISED IN ADVANCE OF THE POSSIBILITY OF DAMAGES OR SUCH CLAIMS. SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. 15. Dispute Resolution by Mandatory Binding Arbitration and Class Action Waiver. PLEASE READ THIS PROVISION CAREFULLY; IT REQUIRES YOU TO ARBITRATE ANY DISPUTE OR CLAIM BETWEEN YOU AND Valcore ON AN INDIVIDUAL BASIS. YOU AGREE THAT ANY DISPUTE OR CLAIM ARISING FROM OR RELATING TO THIS ARBITRATION PROVISION, THIS AGREEMENT, Valcore’S PRIVACY POLICY OR TERMS OF SALE, Valcore’S ADVERTISING OR MARKETING PRACTICES, OR Valcore’S PRODUCTS OR SERVICES SHALL BE SUBMITTED TO BINDING, FINAL, AND CONFIDENTIAL ARBITRATION BEFORE A SINGLE ARBITRATOR ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS CONSUMER ARBITRATION RULES. THIS ARBITRATION PROVISION SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (“FAA”), 9 U.S.C. §§ 1-16, AND THE ARBITRATOR SHALL BE BOUND BY THE TERMS OF THIS ARBITRATION PROVISION. THE ARBITRATOR SHALL HAVE THE EXCLUSIVE AND SOLE AUTHORITY FOR DETERMINING WHETHER A DISPUTE OR CLAIM IS ARBITRABLE. THE ARBITRATOR SHALL FOLLOW APPLICABLE SUBSTANTIVE LAW OF THE STATE OF UTAH TO THE EXTENT CONSISTENT WITH THE FAA, AND SHALL BE AUTHORIZED TO AWARD ALL REMEDIES AVAILABLE IN AN INDIVIDUAL LAWSUIT UNDER SUBSTANTIVE LAW, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, STATUTORY AND PUNITIVE DAMAGES, DECLARATIVE, INJUNCTIVE AND OTHER EQUITABLE RELIEF, INCLUDING PUBLIC INJUNCTIVE RELIEF, AND ATTORNEYS’ FEES AND COSTS WHERE AVAILABLE UNDER APPLICABLE SUBSTANTIVE LAW. THE ARBITRATOR MAY ONLY RESOLVE DISPUTES OR CLAIMS BETWEEN YOU AND Valcore AND MAY NOT CONSOLIDATE CLAIMS OR PROCEEDINGS WITHOUT Valcore’S CONSENT. THE ARBITRATOR MAY NOT HEAR CLASS OR REPRESENTATIVE CLAIMS OR REQUESTS FOR RELIEF ON BEHALF OF OTHER INDIVIDUALS. IF A COURT OR ARBITRATOR DECIDES THAT ANY PART OF THIS AGREEMENT TO ARBITRATE CANNOT BE ENFORCED AS TO A PARTICULAR CLAIM FOR RELIEF OR REMEDY, THEN THAT CLAIM OR REMEDY (AND ONLY THAT CLAIM OR REMEDY) MUST BE BROUGHT IN COURT AND ANY OTHER CLAIMS MUST BE ARBITRATED. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, YOU AGREE THAT Valcore HAS THE RIGHT TO BRING A CLAIM AGAINST YOU IN THE STATE OR FEDERAL COURTS OF UTAH FOR INJUNCTIVE RELIEF, EQUITABLE RELIEF, OR OTHERWISE ARISING FROM ANY POTENTIAL OR ACTUAL MISAPPROPRIATION OR INFRINGEMENT OF Valcore’S INTELLECTUAL PROPERTY RIGHTS AND YOU AGREE THAT VENUE IS PROPER AND THAT YOU ARE SUBJECT TO PERSONAL JURISDICTION IN SUCH FORUM. UNLESS YOU TIMELY OPT-OUT, YOU WILL NOT HAVE THE RIGHT TO: (A) HAVE A COURT OR JURY DECIDE YOUR DISPUTE OR CLAIM; (B) OBTAIN INFORMATION PRIOR TO THE HEARING TO THE SAME EXTENT THAT YOU WOULD HAVE IN COURT; (C) PARTICIPATE IN A CLASS ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR CLASS OPPONENT; (D) ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN ARBITRATION; OR (E) JOIN OR CONSOLIDATE YOUR DISPUTE OR CLAIM WITH THE DISPUTE OR CLAIM OF ANY OTHER PERSON. OTHER RIGHTS THAT YOU WOULD HAVE HAD IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE THAT YOU PURCHASED A PRODUCT OR SERVICE THROUGH Valcore’S WEBSITE BY SENDING A LETTER TO: Valcore, ATTN. LEGAL DEPARTMENT, PMB 2158, 1000 BRICKELL AVE, STE 715, FL 33131, STATING YOUR NAME, THE PRODUCT YOU PURCHASED, AND YOUR INTENT TO OPT OUT OF ARBITRATION.FORTH HEREIN, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE API SYSTEM. THE GROUP EXPRESSLY EXCLUDES AND DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, APPLICATION OR USE. UNDER NO CIRCUMSTANCES WILL THE GROUP BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER SUCH DAMAGES ARE SOUGHT IN CONTRACT, IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AND THE GROUP’S LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE API SYSTEM ON WHICH SUCH LIABILITY IS BASED. 16. Force Majeure. A Party will not be considered in breach or in default because of, and will not be liable to the other Party for, any delay or failure to perform its obligations under this Agreement by reason of fire, earthquake, flood, storm, explosion, strike, riot, war, terrorism, pandemic, outbreaks or infectious disease, vandalism, national emergencies, work stoppages or other labor disputes, supplier failures, or similar event(s) beyond that Party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable, notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this Agreement. 17. Indemnification. To the fullest extent permitted by law, You agree to indemnify, defend, and hold harmless Valcore, its affiliates (including without limitation all affiliated professional entities), subsidiaries, and their directors, managers, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, members, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys from and against any claims, actions, losses, liabilities, damages, expenses, demands, and costs of any kind, including, but not limited to, reasonable attorney’s fees, arising out of, resulting from, or in any way connected with or related to (1) Your breach of these terms, the documents they incorporate by reference, or the Agreement; (2) Your breach of any representations or warranties in this Agreement; or (3) Your violation of any law or the rights of a third-party. 18. Testimonials, Reviews and Other Submissions. You agree that anything You submit or provide to us or post to our Platform, including without limitation, photographs, testimonials, ideas, know-how, techniques, questions, reviews, comments, and suggestions (collectively, “Submission(s)”) is and will be treated as non-confidential and non-proprietary, and that we shall have the royalty-free, worldwide, perpetual, irrevocable, and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, and create derivative works from such Submissions by any means and in any form. You represent that any Submission is true and not misleading, has reliable substantiation, and does not infringe or interfere with the intellectual property rights of any third party. You agree that Valcore may use any Submission, in whole or in part, together with the name and city/state/country of the person submitting it, in any form of advertising relating to Valcore’s products or services, in printed and online media, as Valcore determines in its absolute discretion. All Submissions shall automatically become our sole and exclusive property and shall not be returned to You. Additionally, Valcore reserves the right to correct grammatical and typing errors or to shorten a Submission prior to publication or use. If You submit a testimonial or any form of Submission, You are confirming that You have read, understood and agree to these terms. If You disagree with any part of these terms, do not submit a testimonial or any form of Submission. 19. Electronic Communications. You agree that we may communicate electronically with You and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to You electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the Party sending the communication. 20. Assignment. You may not, without informing Valcore and receiving its prior consent, assign or otherwise transfer or secure any third-party’s participation in, or share with any person, any of Your rights under this Agreement, and any such attempt will be null and void. You must provide any such third-party a copy of this Agreement and that third-party must acknowledge, in writing, its agreement to the terms of this Agreement and deliver such acknowledgment to Valcore. Valcore and its affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to this Agreement if some or all of Valcore’s business is transferred to another entity by way of merger, sale of its assets, or otherwise. 21. No Agency Relationship. No joint venture, partnership, employment, or agency relationship exists between You and Valcore because of Your receipt of any Valcore product, Your use of any Valcore service, or use of the Platform. 22. No Waiver. No waiver by Valcore of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or 13 condition, and any failure by Valcore to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. 23. Severability. In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement. Such determination shall not affect the validity and enforceability of any other remaining provisions. 24. Termination. In the event that we terminate this Agreement, the terms within this Agreement, as well as any representations, warranties, and other obligations made or taken by You, shall survive the termination of this Agreement. 25. Amendment. This Agreement may be modified or amended in writing by mutual agreement between the Parties, if the writing is signed by the Party obligated under the amendment. 26. Entire Contract. This Agreement, the terms, and any policies or operating rules posted by us on our Platform constitute the entire Agreement and the agreements and understanding between You and Valcore, and supersede and replace any prior or contemporaneous agreements. Any ambiguities in the interpretation of the terms of this Agreement shall not be construed against the drafting Party. 27. Counterparts and Exhibits. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one document. This Agreement shall be valid, binding, and enforceable against a Party when executed and delivered by an authorized individual on behalf of a Party by means of: (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code, in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. The attached Exhibit A is incorporated by reference into this Agreement. 28. Further Assurance. Each Party will execute all instruments and documents and take all actions as may be reasonably required to effectuate this Agreement. [END OF ALGO TRADING ACCELERATOR AGREEMENT] By signing below, You agree to be bound by the terms, agreements, and conditions of this Agreement. Your signature may be electronically executed and delivered, including by facsimile, any electronic method complying with the federal ESIGN Act (e.g., DocuSign), or by manual signature delivered in either hard copy format or captured on a pdf email attachment, and any signature page(s) so executed and delivered shall be valid and binding for all purposes. Valcore Algos Inc, YOU _____________________ _____________________ Name of Signatory - Please Print Name of Signatory - Please Print _________________________ _________________________ Title Title __________________ _________________________ Signature Signature _______________________ _________________________ Date signed Date signed Exhibit A FEE SCHEDULE DESCRIPTION OF SERVICES Licensor will deliver the following to Client (the “Deliverables”): 1. Lifetime access to the Valcore community. 2. Full access to our algorithmic trading program 3. The up front price for Otto will be as the price describes in the Valcore community or Valcore website. 3. Per bot capped license fee will be listed on the payment portal. - Client will pay $1 first month licensing fees Valcore has the right to automatically charge your card on file for tier increases. EXHIBIT B RISK DISCLOSURE ATTESTATION AGREEMENT We believe it is IMPORTANT for our customers to be aware of and understand the challenges and risks associated with trading commodities, currencies, and/or securities, including the implementation and use of algorithmic trading software programs to facilitate such activity. It is important you take the time necessary to read this entire Risk Disclosure Attestation Agreement (“Agreement”). By signing below, you verify that you read and understand each risk, disclosure, and attestation set forth herein. This Agreement is exclusively between you and Valcore. Our Business: Valcore licenses third-party algorithmic trading software programs, which Valcore offers as a service that customers may choose to use at their own discretion. Algorithmic trading uses a computer program that follows a defined set of instructions (an algorithm), to allow a party to place a trade. Our algorithmic trading software programs are designed to assist you in implementing programmed trading strategies, should you choose to use them.Valcore Valcore offers algorithmic trading software programs and support services which we believe have the potential, but without any guarantees, to assist you in implementing successful trading strategies. Given that our algorithmic trading software program(s) and support services cannot guarantee you a profit nor guarantee your protection against a loss, we rely on this Agreement to express, and help you understand, the inherent risks and challenges of trading investments, especially with the use of algorithmic trading software programs. The risks, disclosures, and attestations in this Agreement are set forth in four categories: (I) Risks, (II) Communications, (III) Nature of Relationship, and (IV) Final Agreement. PLEASE SIGN AT THE END TO ACKNOWLEDGE YOUR UNDERSTANDING AND AGREEMENT. 1. RISKS: I understand that the implementation and use of any algorithmic trading software program(s) offered by Valcore cannot guarantee a profit nor guarantee protection against loss and involve a high degree of financial risk including the potential to lose some or all of the money I have or will invest in such activities. I understand that the use of any algorithmic trading software program(s) offered by Valcore may, due to the nature of trading in such programs, generate high trading fees and/or commissions on and trading platform I choose to use and could adversely affect me and my financial circumstances. I (i) possess sufficient investment knowledge, experience, and expertise, and/or have consulted with and am being guided by an independent financial advisor, accountant, attorney or other professional experienced in such trading, investment, and financial matters, including but not limited to algorithmic trading, prior to my engaging in trading activities, (ii) alone or with such professional advice, have determined that the use of trading strategies taught by Valcore and/or the use of algorithmic trading software program(s) offered by Valcore is commensurate with the level of financial and economic risk I am willing and able to bear, and (iii) alone or with such professional advice, have determined the trading activities offered by Valcore to be suitable and commensurate with my investment objectives, level of risk tolerance, liquidity needs, time horizon, and obligations to any of my financial dependents. I understand that I am solely responsible for determining whether I should engage in such trading activities, whether I can bear the inherent financial risks, and for the ongoing and/or ultimate financial results derived from my use of any trading strategies taught by Valcoreand/or the use of any algorithmic trading software program(s) offered by Valcorewhich I may choose to use at my own discretion. I have conducted due diligence to determine what amount of money and time I can commit to the implementation and use of any trading strategies taught by Valcore and/or the implementation and use of any algorithmic trading software program(s) offered by Valcore. I understand that Valcore shall bear no liability in the event of a force majeure occurrence beyond the control of Valcore, which prevents it from complying with any of its obligations under this Agreement or impacts the functioning of the trading programs, including but not limited to an act of nature (such as, but not limited to, pandemics, wildfires, earthquakes, drought, blackouts, gl obal pandemic, tidal waves and floods), a general economic crisis that shuts down the financial markets and banking sector, war, hostilities (whether war be declared or not), rebellion, revolution, insurrection, or military or usurped power, contamination by nuclear radioactivity, riot, commotion, strikes, lock outs or civil disorder, and acts or threats of terrorism. Foreign Exchange (Forex) Investment Risks In addition to the risks of general algorithmic trading noted above, I acknowledge and understand that trading and investment in Forex instruments is highly speculative, involves an extreme degree of risk, and is generally appropriate only for persons who can assume risk of loss in excess of their margin deposit with a Forex trader. I understand that price changes in my investments may result in significant losses. Such losses may substantially exceed my investment and, if applicable, margin deposit. I understand that (i) any profit or loss arising as a result of a fluctuation in the exchange rate affecting any currency will be entirely for my trading account and risk, (ii) all initial and subsequent deposits for margin purposes shall be made in such amounts as my Forex trader may in its sole discretion require; and (iii) my Forex traders are authorized to convert funds in my account for margin into and from foreign currencies at a rate of exchange determined by my Forex trader in its sole discretion. I am willing and able, financially and otherwise, to assume the risk of my Forex trading, and I agree not to hold Valcore responsible for any losses I incur. I recognize that guarantees of profit or freedom from loss cannot be given and it is impossible to predict the performance of my account in trading Forex instruments. I acknowledge that I have not received any guarantees from Valcore or its representatives or other person or entity with whom I am conducting my Forex trades, nor have I entered into this Agreement in consideration of or in reliance upon any such guarantees or similar representations. All transactions effected for my Forex account(s) and all fluctuations in the market prices of the Forex contracts carried in my account(s) are at my risk, and I shall be solely liable therefore under all circumstances. I represents and warrant that I am willing and financially able to sustain any losses, and that my Forex trading is a suitable investment vehicle for me. Valcore and its representatives are not responsible or liable for delays in or the partial or total failure of any online (electronic) trading platform or any communications facility or other causes beyond Valcore’s reasonable direct control. 2. COMMUNICATIONS I understand that no past, present, or future communication(s) from Valcore, Valcore's managers, executive officers, employees, agents or independent contractors in any form whether verbal, written, in the form of sales material, whether communicated via email, telephone, television, radio, social media channels, or otherwise can contradict any of the risk disclosures and attestations detailed in this Agreement. I understand that Valcore provides an online communication channel available to Valcorecustomers allowing customers to communicate with each other, share information, and ideas should they choose. I understand that any communication, information, idea, or opinion conveyed through that online channel from other Valcore customers are those of the respective customer and do not represent advice, guidance, or opinions from Valcore, Valcore's managers, executive officers, employees, agents or independent contractors. Should I make trading decisions, or any investment decisions based upon or influenced by such communication, I am solely responsible for such decisions and the result(s). 3. NATURE OF RELATIONSHIP I understand that Valcore is not registered with nor otherwise regulated by the U.S. Commodities Futures Trading Commission (“CFTC”), nor does Valcore offer any commodity futures-related brokerage services or trading platforms or markets on which to execute trades or other investment activity. I understand that Valcore is not registered with nor regulated by the U.S. Securities and Exchange Commission (“SEC”) nor does Valcore offer any securities-related brokerage services or trading platforms on which to execute trades or other investment activity. I understand that Valcore, Valcore's managers, executive officers, employees, agents or independent contractors CANNOT and DO NOT offer advice or guidance regarding any of the following: (1) what investments I should make, (2) what commodity futures, currencies or securities I should buy, sell, or hold, (3) what investment strategies I should use, (4) how much money I should invest or allocate to any investment or investment strategy, (5) my financial suitability to engage in any investment activity, (6) what level of financial risk I am able to bear, (7) what my liquidity needs are, (8) whether I am suitable to engage in any investment or investment strategy, (9) any advice traditionally offered by broker-dealers, investment advisers, or financial planners, (10) tax related matters, and (11) legal related matters. I understand that I am solely responsible for conducting due diligence regarding choosing a brokerage platform through which to open an account and transact trades, and that Valcore does not provide guidance or pass upon the financial stability, reliability, efficiency, cost effectiveness, or any other merits of third party brokerage firms and trading platforms. 4. FINAL AGREEMENT Subject to the modification clause in this paragraph, this Agreement constitutes the final Agreement between myself and Valcore. All prior and contemporaneous communications, negotiations, and agreements between myself and Valcore relating to the subject matter of this Agreement are superseded by this Agreement. Any modification to this Agreement must be made in writing and agreed to by you and Valcore. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same agreement. Signatures may be electronically executed and delivered, including by facsimile, any electronic method complying with the federal ESIGN Act (e.g., DocuSign) or by manual signature captured on a pdf e-mail attachment, and any signature pages so executed and delivered shall be valid and binding for all purposes.