Solar Marketplace Terms of Service

Welcome to Valur! We are a technology platform aiming to democratize access to the tax planning tools of the wealthy. By using Valur, you acknowledge, first, that you have read, agreed to be bound by, and are legally able to enter into a contract to be bound by these Terms of Service, and, second, that you agree to be bound by all applicable laws and regulations. Please do not use this website if you do not agree with the Terms of Service. The materials contained in this website are protected by applicable copyright and trademark law.

  1. Terms

Agreement. By using Valur, you acknowledge, first, that you have read, agreed to be bound by, and are legally able to enter into this Agreement, and, second, that you agree to be bound by all applicable laws and regulations.

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Definitions. The following meanings shall apply in this Agreement: “Site” refers to any website made available by Valur. “Services” refers to the Site and all referral services, educational materials, individual education sessions, self-help documents, forms, and templates provided by Valur. “Valur, “we,” “us,” and “our” refer to Valur, Inc. (the owner and operator of www.valur.io), our affiliates (including officers, directors, employees, consultants, agents, and representatives), and our subsidiaries. “You,” “your,” and “Customer” refer to each customer, visitor, or user of any Services. Collectively, you and Valur are the “Parties.”

  1. Scope

This Agreement governs your use of the Services provided by Valur, including Valur’s facilitating the delivery of referrals to partners who offer alternative assets, referrals to outside attorneys and accountants, legal-document-creation services.

  1. Not a Law Firm, a Valuation Company, or a Broker-Dealer

Valur is a software and services company. Valur is not a law firm, its services are not a substitute for an attorney, and it does not provide legal advice. While Valur strives to ensure that its services are complete, they are meant purely as self-help education and documents, and they are not and should not be confused with legal advice. Using the Services does not create an attorney-client relationship between you and Valur. VALUR DOES NOT OVERSEE, REVIEW, OR OTHERWISE INFLUENCE ANY ATTORNEY’S PROVISION OF LEGAL SERVICES OR YOUR CREATION AND USE OF ANY LEGAL DOCUMENT. IF YOU HAVE QUESTIONS REGARDING LEGAL MATTERS OR NEED LEGAL ADVICE, YOU SHOULD CONSULT AN ATTORNEY.

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Nor is Valur a broker of securities or other investments. Any information provided on Valur’s Site, including project details and projected returns or tax savings, is not warrantied or guaranteed and has been provided by the business seller or representative offering the opportunity. Accordingly, purchasers should conduct their own due diligence. Nothing presented here is investment, legal, or tax advice; this content is for informational purposes only. Valur may be compensated by a developer for listing a project on our site, or for closing a deal.

  1. Valur Does Not Provide Tax Advice

Valur does not provide tax advice of any type or for any purpose. Any information regarding taxes in any communication from Valur is intended only for general education and is not to be construed or relied on as tax advice.

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Although Valur does not provide any tax advice, we do provide this disclosure to comply with requirements imposed by the Internal Revenue Service under Circular 230: We inform you that any U.S. federal tax advice contained in any communication from Valur is not intended or written to be used, and cannot be used, for purposes of (a) avoiding penalties under the Internal Revenue Code or (b) promoting, marketing, or recommending to another person any matters addressed therein.

  1. Confidentiality

In performing the Services, Valur may have access to Customer information not generally known to the public that Customer wishes to be kept confidential (“Confidential Information”). Valur will make Confidential Information available to its employees and associates only for the purpose of providing Services. Valur agrees to take precautions to maintain the confidentiality of Confidential Information using at least the same degree of care that Valur uses for its own Confidential Information of a similar kind, but in no case less than commercially reasonable precautions. Confidential Information shall not include information that: (a) was known by Valur prior to its receipt from Customer; (b) is or becomes public knowledge without the fault of Valur, (c) is rightfully received by Valur from a source other than a Party to these Terms, or (d) Valur is required to disclose in response to a subpoena or court order, provided that Valur provides advance notice of the disclosure to Customer. Valur’s obligations with respect to Confidential Information will continue for three years from the date of termination of these Terms. We cannot guarantee that your communications with Valur and/or Service Providers are subject to attorney-client or any other legal privilege. However, if any Service Provider determines that certain Confidential Information is, or may be, protected by the attorney-client or other privileges and provides Value written notice, Valur’s obligations under this paragraph shall remain in place as long as the privilege may exist.

  1. Ownership and Intellectual Property Rights

All materials, including text, images, videos, illustrations, designs, icons, photographs, software, programs and written and other materials that are part of the Services, other than content created by Customer (collectively, “Valur Content”), is the property of Valur or its licensors. Valur Content is intended solely for personal, non-commercial use. No right, title or interest in any Valur Content is transferred to you by way of these Terms or otherwise. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Valur Content. Valur and the Valur Logo are trademarks of Valur, Inc.

  1. Change of Services

We retain the right to change or stop providing Services and features. We may, without prior notice, change the Services; stop providing the Services or features of the Services; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms of Service, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms of Service. Any data, account history and account content resident on the servers running the Services may be deleted, altered, moved, or transferred at any time for any reason at Valur’s sole discretion, with or without notice and with no liability of any kind. Valur does not provide or guarantee, and expressly disclaims, any value, cash or otherwise, attributed to any data residing on the servers running the Services.

  1. Termination

By Customer. Customer may terminate this Agreement and any associated sub-agreements at any time, for any reason, by providing written notice of termination to Valur. Termination shall be effective 30 days after receipt of such notice. In the event of termination by Customer, (1) Valur agrees to provide all reasonable assistance necessary to facilitate a transition to an alternative provider; and (2) the obligations outlined in Sections 6, 7, and 12-15 of this Agreement shall survive.

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By Valur. Valur may terminate this Agreement and any associated sub-agreements if Customer violates the terms of this Agreement, provided that Valur provides Customer with notice of the violation and that Customer fails to remedy the breach within 30 days.

  1. Risk and Consent

We care about the privacy of our Customers. You can view our Privacy Policy at www.valur.io/privacy. In short, you provide us your data at your own risk and consent to have it collected, used, transferred to, and processed in the United States. We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You agree that you provide your personal information and other data provided to Valur at your own risk.

  1. DISCLAIMER OF WARRANTY

The services are provided by Valur on an “as is” and “as available” basis. Valur makes no representations or warranties of any kind, express or implied, as to the services or information, content, or materials offered through the services. To the fullest extent permissible by applicable law, Valur disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, non-infringement and fitness for a particular purpose. you agree that your use of the services is at your sole risk. This disclaimer constitutes an essential part of this agreement, and you acknowledge that Valur would not have entered into this agreement with you without your agreement to the terms of this disclaimer.

  1. LIMITATION OF LIABILITY

FOR LEGAL SERVICES. VALUR DOES NOT PROVIDE LEGAL SERVICES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY SHALL VALUR, ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS BE LIABLE TO CUSTOMER OR TO ANY OTHER PERSON FOR ANY LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH ANY ERROR, OMISSION, OR OTHER FAILURE COMMITTED BY ANY ATTORNEY. 

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BECAUSE VALUR DOES NOT PROVIDE LEGAL SERVICES, YOU AGREE, MOREOVER, THAT YOU WAIVE ANY CLAIM UNDER ANY LEGAL OR EQUITABLE THEORY THAT VALUR HAS COMMITTED LEGAL MALPRACTICE OR ANY VIOLATION OF RULES OF PROFESSIONAL RESPONSIBILITY, INCLUDING WITH RESPECT TO THE PROVISION OF LEGAL SERVICES.

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FOR OTHER ERRORS OR OMISSIONS. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL VALUR, ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS BE LIABLE TO CUSTOMER OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF VALUR, ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, AND AGENTS HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT WILL VALUR BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES DURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE, or $1,000, WHICHEVER IS GREATER.

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FOR ACTIONS OR OMISSIONS OF A THIRD PARTY. IN THE COURSE OF PROVIDING THE SERVICES, VALUR MAY INTRODUCE YOU TO OPPORTUNITIES TO PURCHASE A BUSINESS INTEREST OR OTHER ASSET FROM A THIRD PARTY. VALUR DOES NOT WARRANT OR GUARANTEE ANY ASPECT OF SAID THIRD PARTY’S PERFORMANCE AND IS NOT RESPONSIBLE AND WILL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, COSTS, OR EXPENSES ARISING FROM OR RELATED TO A THIRD PARTY’S ACTS OR OMISSIONS.

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CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

  1. INDEMNIFICATION

You agree to hold harmless Valur, its direct corporate affiliates, and their respective directors, officers and employees from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to your breach of this Agreement, your improper use of the Services, or your breach of any applicable law or infringement of the rights of a third party. In addition, you Valur shall have the right to participate in the defense of any such claim, at its own cost. You may not settle or negotiate any claim that results in liability to, or imposes any obligation upon, Valur, financial or otherwise, without the written consent of Valur.

  1. DISPUTE RESOLUTION. 

Please read this carefully. It affects your rights.

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Arbitration Agreement. You agree that any dispute between you and Valur arising out of or relating to this Agreement or the Services, or any other Valur products or services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.

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Governing Law. This Agreement and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws principles.

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Informal Dispute Resolution. We want to address your concerns without needing a formal legal case. Before filing a claim against Valur, you agree to try to resolve the Dispute informally by contacting us at support@valur.io. We'll try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Valur may bring a formal proceeding.

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We Both Agree To Arbitrate. You and Valur agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

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Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by contacting us here within 30 days of first accepting this Agreement and stating that you (include your first and last name) decline this arbitration agreement.

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Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Delaware, or any other location we agree to.

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Arbitration Fees. The AAA rules will govern payment of all arbitration fees. Valur will pay all arbitration fees for claims less than $75,000. Valur will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

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Exceptions to Agreement to Arbitrate. Without first engaging in arbitration or the informal dispute resolution process described above, either you or Valur (1) may assert claims, if they qualify, in small claims court in Delaware, or any United States county where you live or work and seek an amount up to the jurisdictional limit for individuals in such small claims court (notwithstanding any limitation on such damages set forth herein), or (2) may bring a lawsuit solely for injunctive relief (including, in the case of Valur, to stop unauthorized use or abuse of Valur products or the Valur Service), or for infringement or material breach of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights).

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No Class Actions. You may only resolve Disputes with Valur on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed under our agreement.

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Judicial Forum for Disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and Valur agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of the State of Delaware. Both you and Valur consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.

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Limitation on Claims. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of Valur products or the Valur Service must be filed within one year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

  1. Severability

If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from the Agreement and will not affect the validity and enforceability of any remaining provisions. Valur’s failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right. No waiver of any of this Agreement will be deemed a further or continuing waiver of such term or condition or any other term or condition.

  1. Entire Agreement

This Agreement contains the entire agreement between the Parties. It is binding upon the respective assigns and successors of Customer and Valur and may not be modified or amended except in a signed writing. This Agreement incorporates and includes any Exhibits and attachments, as appropriate.

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Services Agreement, Exhibit A

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STATEMENT OF WORK. This Statement of Work supplements the Agreement between Customer and Valur.

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DESCRIPTION OF VALUR’S SERVICES. Valur’s service includes the following, as necessary:

  • Opportunity Identification. Valur helps clients identify available tax-advantaged project opportunities. 
  • Benefit Visualization and Project Sizing. Valur provides Customer with the tools to create a visualization of the potential tax savings and financial benefits of tax-advantaged projects. Based on Customer’s desired level of tax savings, Customer may use the Site and the Service to calculate the potential tax credits and deductions from one or more projects. Customer understands that these numbers are provided for informational purposes only and do not constitute tax, legal, or investment advice.
  • Outside Service Providers. Consistent with the Terms of Service and this Agreement, Valur facilitates Customer’s connection with nationally recognized accounting firms, developers, investment funds, and attorneys (the “Outside Service Providers”) as necessary to evaluate and purchase tax-advantaged projects, establish the necessary legal entities, and perform review of deal documentation. 
  • Template Documents. As a software provider, Valur may from time to time facilitate Customer’s creation of certain documents, including LLC operating agreements. Customer understands that these documents are generated by Valur’s software based on the user’s choices and do not constitute legal advice or practice.
  • Ongoing Tracking. Valur provides software that helps Customer track time spent on activities related to tax-advantaged projects.

FEES. Valur does not charge Customer fees for the Services described here. Customer is responsible for any fees charged by Outside Service Providers.

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Last updated: January 2, 2025

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