Terms of Service

Effective Date: January 20, 2026

VALORIZE PLATFORM TERMS OF SERVICE

By checking the acceptance box, creating an account, or otherwise accessing or using the Valorize platform (the "Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use the Platform.

1. What We Do

Valorize operates an online platform that connects biochar suppliers with industrial and commercial buyers. We provide tools to facilitate introductions, information sharing, and transaction coordination.

All transactions occur directly between suppliers and buyers. Valorize does not take ownership of biochar, does not act as a broker, reseller, agent, fiduciary, or representative of any user, and is not a party to any transaction between users.

2. Account Registration and Use

You agree to provide accurate, current, and complete information when creating and maintaining your account. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

If you create an account on behalf of a company or other entity, you represent that you are authorized to bind that entity to these Terms.

3. Your Data

You retain ownership of all data you submit to the Platform, including specifications, test results, certifications, pricing information, and company details ("User Data").

By using the Platform, you grant Valorize a non-exclusive right to host, display, and share your User Data with other users for the purpose of facilitating transactions. You also grant Valorize the right to create and use anonymized, aggregated data derived from platform activity for market analysis and platform improvement.

Valorize does not verify, validate, or endorse User Data and makes no representations regarding its accuracy, completeness, or reliability.

4. Facilitation Fees

When Valorize introduces a supplier to a buyer and a transaction is completed between them, the buyer agrees to pay Valorize a facilitation fee. The amount and structure of the fee are disclosed and agreed during the quote or transaction request process.

For Suppliers

  • Listing on the Platform is free
  • Suppliers must provide delivery confirmation or documentation within ten (10) days of delivery
  • Suppliers do not owe any fees to Valorize

For Buyers

  • Platform access is free
  • Buyers agree to pay the agreed facilitation fee following delivery
  • Valorize invoices buyers directly
  • Unless otherwise agreed in writing, facilitation fees are due regardless of disputes between buyer and supplier

For avoidance of doubt, facilitation fees apply to any transaction subject to Section 11, regardless of whether the transaction is completed on or off the Platform.

5. Technical Standards and Quality

Valorize may publish technical standards, specifications, or guidance materials for reference purposes only. Such materials establish baseline eligibility criteria for participation on the Platform and do not constitute certification, approval, verification, or endorsement of any product.

Suppliers are solely responsible for the accuracy of the specifications, test results, and representations they provide, and for meeting any standards or requirements they communicate to buyers. Buyers are solely responsible for verifying product quality, compliance, and suitability for their intended use.

Valorize does not certify compliance with any standard and disclaims all responsibility for product performance or quality.

6. User Responsibilities

Suppliers

  • Provide accurate and non-misleading specifications and disclosures
  • Fulfill orders according to agreements made with buyers
  • Comply with applicable laws and regulations
  • Deliver products consistent with the terms communicated to buyers

Buyers

  • Conduct independent due diligence
  • Review and verify specifications and test results
  • Pay suppliers according to agreed terms

All Users

  • Use the Platform legally and in good faith
  • Do not misrepresent products, data, certifications, or regulatory status
  • Respect confidential information obtained through the Platform

7. Transactions Between Users

All transaction terms—including price, volume, delivery, payment, warranties, and remedies—are negotiated directly between suppliers and buyers. Users may use any purchase agreement or contract they choose.

Valorize is not responsible for, and does not guarantee, supplier performance, buyer payment, product quality, regulatory compliance, transaction outcomes, or financial results.

These provisions survive termination of your account.

8. No Warranties; Limitation of Liability

The Platform is provided "as is" and "as available," without warranties of any kind, whether express or implied.

To the maximum extent permitted by law, Valorize's total liability arising out of or related to the Platform or these Terms shall not exceed $1,000. Valorize shall not be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or business interruption.

Some jurisdictions do not allow certain limitations of liability, so these limitations may not apply to you.

9. Disputes

Any disputes between you and Valorize shall be governed by the laws of the State of Delaware and resolved exclusively in the state or federal courts located in Delaware.

Disputes between suppliers and buyers are solely between those parties. Valorize has no obligation to participate in or resolve such disputes.

10. General Terms

Valorize may update these Terms with at least thirty (30) days' notice. Continued use of the Platform after updated Terms become effective constitutes acceptance.

Either you or Valorize may terminate your account at any time. Valorize and users are independent contractors, and nothing in these Terms creates a partnership, joint venture, or agency relationship.

Enterprise or high-volume users may be required to enter into a separate written agreement. If there is a conflict, that agreement will control.

Contact: support@ValorizeSystems.com

11. Non-Circumvention; Platform Protection

11.1 Platform Introductions

If Valorize introduces you to another user through the Platform, including by facilitating access to identity, contact information, specifications, pricing, samples, or transaction discussions (a "Platform Introduction"), this Section applies.

11.2 Buyer Non-Circumvention (18 Months)

If you are a Buyer, you agree that for a period of eighteen (18) months from the date of a Platform Introduction, you will not directly or indirectly circumvent Valorize by entering into, soliciting, negotiating, or completing a transaction with the introduced Supplier outside of the Platform for biochar or substantially similar products or services, unless Valorize provides prior written consent.

11.3 Supplier Non-Circumvention (36 Months)

If you are a Supplier, you agree that for a period of thirty-six (36) months from the date of a Platform Introduction, you will not directly or indirectly circumvent Valorize by entering into, soliciting, negotiating, or completing a transaction with the introduced Buyer outside of the Platform for biochar or substantially similar products or services, unless Valorize provides prior written consent.

11.4 Circumvention Defined

Circumvention includes, without limitation:

  • Completing transactions off-platform after a Platform Introduction
  • Using affiliates, parent companies, subsidiaries, agents, consultants, or related parties to avoid facilitation fees
  • Re-routing negotiations, contracts, or purchase orders outside the Platform to avoid payment obligations
  • Structuring transactions to disguise or re-characterize purchases that would otherwise be subject to facilitation fees

11.5 Fees Remain Owed

Any transaction completed in violation of this Section shall be deemed a Platform transaction, and the applicable facilitation fee shall remain due and payable to Valorize as if the transaction had been completed through the Platform.

11.6 Equitable Relief

You acknowledge that a breach of this Section would cause irreparable harm to Valorize for which monetary damages may be inadequate. Valorize shall be entitled to seek injunctive relief, specific performance, and any other remedies available at law or equity.

11.7 Pre-Existing Relationships

This Section does not restrict transactions between users who had a documented, bona fide business relationship for biochar or similar products prior to the Platform Introduction, provided such relationship can be reasonably demonstrated upon request.

11.8 Survival

This Section survives termination of your account and these Terms.