Terms & Conditions

Valens Technologies Inc.  ·  Effective Date: March 2026  ·  Governed by the laws of the State of New York, United States

Table of Contents

  1. Acceptance of Terms
  2. Platform Description
  3. Profile Types — Persona & Business
  4. Battle System
  5. Mission Posts — Community Crowdfunding
  6. Fan Subscription Channels
  7. Private Circle Posts
  8. External Wallet & Peer-to-Peer Support
  9. Marketplace
  10. My Closet & Shop — Social Commerce
  11. Flips & Drops
  12. Platform Fees & Revenue Collection
  13. Identity Verification — KYC & KYB
  14. Dralens — Community Standing Indicator
  15. Content Policy & User Responsibilities
  16. Intellectual Property
  17. Financial Disclaimers & Non-Custodial Architecture
  18. Account Suspension & Termination
  19. Limitation of Liability
  20. Jurisdiction-Specific Rights — CCPA, LGPD & GDPR
  21. Changes to Terms
  22. Contact

1. Acceptance of Terms

These Terms and Conditions ("Terms") govern your access to and use of the Valens platform, including the mobile applications, websites (valens.app, valenstechnologies.app), and all related services (collectively, the "Platform"), operated by Valens Technologies Inc. ("Valens," "we," "us," or "our").

By creating an account, accessing, or using any feature of the Platform, you agree to be bound by these Terms. If you do not agree, you must not use the Platform. Users must be at least 18 years of age.

2. Platform Description

Valens is a next-generation social participation platform where creators, communities, and businesses connect through credibility, engagement, and trust — not algorithms. The Platform provides tools including but not limited to: Battles, Mission Posts, Fan Subscriptions, Private Circle Posts, Flips, Drops, External Wallet support reflection, and a Marketplace layer.

Valens is a social infrastructure platform. It is not a financial institution, bank, broker-dealer, cryptocurrency exchange, or payment processor in the traditional sense. Valens does not custody user funds and does not execute financial transactions on behalf of users unless explicitly stated through authorized third-party payment processors.

3. Profile Types — Persona & Business

3.1 Persona Profile

A Persona Profile is available to individual users. Persona users may follow creators, participate in Battles, launch Mission Posts (subject to applicable fees), activate Fan Subscription channels, create Private Circle Posts, and connect external wallets for peer-to-peer support.

Persona profiles undergo KYC (Know Your Customer) identity verification where required for certain features including Fan Subscriptions, Mission Post fund withdrawals, and platform payouts.

3.2 Business Profile

A Business Profile is available to brands, companies, organizations, and institutions at a cost of $9.90 per month. Business accounts unlock professional tools including: the Shop tab and Marketplace access, Analytics Dashboard, Mission Posts (included at no additional posting fee), Battle sponsorship tools, KYB verification badge, and Dralens community standing indicator.

Business profiles undergo KYB (Know Your Business) verification to confirm legal entity status and establish trusted business identity on the platform.

Both Persona (KYC) and Business (KYB) verified users receive their Dralens dragonfly — a visual indicator of community standing that evolves as follower count grows.

4. Battle System

4.1 How Battles Work

The Battle System allows creators, experts, and communities to engage in head-to-head topic battles. Two sides present opposing positions, and users vote, comment, and support the side they believe is correct. Battles create high-engagement community moments and build verifiable credibility scores for participants.

Battle outcomes are determined by community votes and comment engagement. Valens displays results transparently on user profiles as part of the credibility scoring system.

4.2 Battle Sponsorships

Businesses and brands may sponsor Battles to gain exposure to engaged audiences. Sponsored Battle placements, featured products within Battles, and Battle Boost promotions are available as paid commercial features. Pricing is disclosed at the time of purchase.

Sponsored content within Battles will be clearly identified as sponsored. Valens reserves the right to reject or remove sponsored content that violates platform policies.

4.3 Battle Commerce

Products may be tagged within Battles, enabling users to interact with products in the context of community voting. Any purchase resulting from Battle product interactions occurs via the seller's external payment provider. Valens earns a commission on attributed sales as described in Section 11.

5. Mission Posts — Community Crowdfunding

5.1 How Mission Posts Work

Mission Posts enable community-driven crowdfunding directly within the Platform. Users can launch campaigns to raise support for ideas, projects, product launches, charity events, church campaigns, community initiatives, NGO fundraising, special causes, and creator goals.

Mission Posts are visible to the creator's followers and, depending on visibility settings, to the broader Valens community. Supporters contribute directly through the platform's payment infrastructure to the campaign goal.

5.2 Mission Post Fees

Valens charges a $1.00 posting fee per Mission Post for Persona (personal) users. This fee is charged at the time of posting and is non-refundable. Business Profile users ($9.90/month) have Mission Posts included in their monthly plan at no additional posting fee.

In addition to the posting fee, Valens charges a 5% commission on all funds successfully raised per campaign. This commission is deducted automatically at the time of fund withdrawal. For example: if a Mission Post raises $1,000, Valens deducts $50 (5%) and the creator receives $950 before any payment processor fees.

5.3 Mission Post Limits

Persona users may purchase Mission Post access in packs of 5 posts per month. Users are encouraged to "post wisely" — unused posts in a monthly pack do not roll over. Business profiles have unlimited Mission Posts included in their monthly subscription.

5.4 Fund Withdrawals

Withdrawal of raised funds requires completed KYC (Persona) or KYB (Business) verification. Valens processes withdrawals through authorized third-party payment providers (Stripe for US users; PagBank for Brazilian users). Valens is not responsible for delays caused by payment processors, banking systems, or verification failures.

5.5 Prohibited Campaigns

Mission Posts must not be used to raise funds for illegal activities, fraudulent causes, deceptive campaigns, or purposes that violate Valens Community Guidelines. Valens reserves the right to remove any Mission Post and freeze associated funds pending investigation.

6. Fan Subscription Channels

6.1 How Fan Subscriptions Work

Creators may activate a private Fan Subscription Channel to offer exclusive content to paying subscribers. Valens charges creators a $19.90 per month platform fee to host and operate the subscription channel. This fee enables the feature and is separate from fan subscription revenue.

Creators set their own fan pricing within the range of $0 to $100.00 per month per subscriber, depending on their local currency, language, and fair rate applicable to their region. Valens earns a 20% platform fee on all fan subscription revenue collected.

6.2 Screenshot & Print Policy

Screenshots, screen recordings, and printing of subscription content are strictly prohibited. Users who attempt to capture, record, or reproduce subscription content will receive a warning on the first occurrence. Repeated violations will result in immediate and permanent account ban without refund. Valens reserves the right to implement technical measures to detect and prevent unauthorized content capture.

6.3 Permitted Content

Subscription channels may offer exclusive videos, private community access, insider research, tutorials, behind-the-scenes content, VIP community discussions, and other creator-defined digital experiences. All content must comply with Valens Community Guidelines. Illegal content, explicit adult content, and content that violates applicable law is strictly prohibited regardless of subscription status.

6.3 Subscriber Rights

Subscriber access is personal, non-transferable, and limited to the duration of an active subscription. Subscriptions do not grant ownership of any content, intellectual property, or creator materials. All subscription payments are final and non-refundable unless required by applicable law.

7. Private Circle Posts

7.1 What Private Circle Posts Are

Private Circle Posts are a manual permission feature — not a paid subscription model. When creating a post, users may select one of three visibility options: Public (all users), Followers (all followers), or Private Circle (manually selected viewers only).

Private Circle Posts allow the poster to choose exactly which followers or contacts can see the content. This is entirely at the poster's discretion with no financial transaction involved.

7.2 How Viewer Selection Works

Users may select Private Circle viewers by: (a) individual manual selection from their follower list; (b) selecting pre-saved groups such as "Best Friends," "Inner Circle," "VIP Clients," "Team," or "Beta Access"; or (c) a combination of both methods. Selected viewers are not notified that others cannot see the post.

7.3 Content Visibility & Access Rules

Only selected viewers can access the post in their feed, view attached media, comment (if enabled by poster), or react. Non-authorized users will not see the post, cannot access it via direct link, and will not receive any indication that the post exists. Valens does not display "this post is private" notices to unauthorized users.

7.4 Poster Controls

Each Private Circle Post may be configured with the following optional permissions: comment on/off, react on/off, reshare privately on/off, screenshot warning label, media download on/off, and view-only mode. These controls are set by the poster and enforced by the platform.

7.5 Business Use

Business profiles may use Private Circle Posts to share content with VIP clients, selected partners, brand ambassadors, beta testers, and invited community members. This feature is not a substitute for Fan Subscriptions and does not involve any financial transaction on Valens.

8. External Wallet & Peer-to-Peer Support

8.1 Non-Custodial Architecture

Valens operates a strictly non-custodial external wallet system. Valens never holds, processes, controls, or intermediates any user funds. All wallet-based support transactions occur entirely outside the Valens platform between users and their external wallets.

8.2 How External Wallet Support Works

Users may optionally connect an external digital wallet (such as MetaMask, Coinbase Wallet, Ledger, Ambire, Blockwallet, Bitget, Zerion, Brave Wallet, Safe Wallet, or Exodus) to their Valens profile. When following a creator, users may receive an optional prompt to send direct peer-to-peer support to the creator's connected external wallet.

The steps are as follows: (1) User follows a creator — this action is free and requires no financial commitment; (2) User receives an optional wallet prompt — connecting is entirely voluntary; (3) Any support payment is sent directly from the user's external wallet to the creator's external wallet, entirely outside Valens; (4) Valens reads publicly visible blockchain data and reflects the transaction as a community support signal on the creator's profile (read-only display).

8.3 Valens Does Not:

8.4 Mirror Display

The support amount displayed on creator profiles reflects publicly available on-chain data — similar to how a blockchain explorer displays wallet activity. This is a reputational signal only, not a financial record maintained by Valens. Users are responsible for all wallet security, private key management, and transaction decisions.

8.5 Regular Users & Business Profiles

Regular Persona users may send peer-to-peer wallet support to creators. Regular users may follow Business profiles but cannot send external wallet support to Business accounts, as Business profiles operate through the commercial Marketplace and subscription infrastructure rather than peer-to-peer support.

9. Marketplace

9.1 How the Marketplace Works

The Valens Marketplace is a social commerce discovery and conversion layer — not a traditional e-commerce platform. Valens enables product discovery, reputation-based commerce, and purchase intent signals within the social experience. Checkout and payment processing occur with the seller's connected payment provider, not Valens.

Valens operates as: "the commerce discovery and conversion layer, while checkout is processed by the seller's connected payment provider."

9.2 Business Shop Tab

Business profile subscribers ($9.90/month) may connect their store (via Shopify, Stripe, PagBank, or manual upload) and display products within their profile Shop tab. Store connection and Marketplace access are included in the $9.90/month Business subscription plan at no additional cost. Products may also be tagged within posts, Battles, and Mission Posts to enable contextual commerce.

9.3 Creator & Persona Storefronts

Persona users may activate a Creator Storefront to sell their own products or operate an Affiliate Storefront promoting brand partner products. Affiliate creators earn a commission (typically 7%) per attributed sale, with Valens retaining a 3% platform fee.

9.4 How Valens Earns from Marketplace

Valens earns from Marketplace activity through: (a) Click/Lead Commissions — a CPC fee per qualified click sent to seller checkout; (b) Order Attribution Commissions — 5–20% per confirmed sale traced back to Valens via webhook, UTM tracking, or tracking pixel, as agreed with the seller; (c) Battle Sponsor Placements — brands pay placement fees to appear within Battle formats; (d) Analytics Premium — advanced seller dashboards available as a paid upgrade.

9.5 Valens Is Not a Merchant

Valens is not a merchant, seller, distributor, or fulfillment provider. Valens is not responsible for product quality, delivery, returns, disputes, or customer service related to products purchased through Marketplace integrations. All commercial activity occurs between buyers, sellers, and their respective payment providers.

9.6 Marketplace Phases

The Marketplace operates in phases: Phase 1 — redirect checkout (user clicks product on Valens and is directed to seller's checkout); Phase 2 — in-app cart with merchant checkout; Phase 3 (future) — full marketplace with automated revenue splits via Stripe Connect. The applicable phase will be disclosed to users at the time of feature availability.

10. My Closet & Shop — Social Commerce Features

10.1 What is My Closet / Shop

My Closet is the personal commerce storefront for Persona users. Shop is the equivalent for Business profiles. Both allow users to list items for sale within Valens. Users set up their storefront by clicking "Start it Now." Once live, the storefront is accessible via a shareable URL (e.g., valens.app/mycloset/[username]).

10.2 Listing Items

Each listing requires: item title, description, and price; condition (New, Used, Good Condition, or Needs Attention); and photos and/or video. Upon entering a price, the platform automatically displays the payout split before publishing.

10.3 Platform Fee and Payout Split

Valens charges a 15% platform fee on all My Closet and Shop sales. The seller retains 85% of the sale price. The split is automatic and applied at the time of each transaction.

Example: A $100 sale results in $15 to Valens and $85 to the seller, before any payment processor fees. Funds are deposited to the seller's linked account via Stripe (US) or PagBank (Brazil).

10.4 Order Numbers and Tracking

Every transaction generates a unique Valens Order Number. Buyers and sellers can search and track orders by order number in the "Recent Orders" section of their dashboard. Order numbers are used for shipment tracking, dispute resolution, and communication with the seller or support team.

10.5 Closet Chat and Shop Chat

Each storefront includes a dedicated messaging feature: My Closet Chat for Persona storefronts and Shop Chat for Business accounts. Messages are forwarded to the seller's regular inbox as a separate tab, keeping commerce communications organized. This feature facilitates buyer-seller communication for lost shipments, damage claims, and general order inquiries.

10.6 Battle Inside Shop / My Closet

Sellers may initiate a Battle between two of their own products directly from their storefront by clicking "Add to Battle" beneath a listed item. Battle mechanics follow the same rules as standard Battles (Section 4). Battle results are displayed on the seller's profile and storefront, and are also visible in the Battles Explore section on the platform.

10.7 Winner Product Promotions

After a Shop Battle concludes, sellers may leverage winning product performance data via "Use These Insights" with three options:

10.8 Payment Methods

Supported payment methods: Stripe (United States, credit/debit cards) and PagBank/PIX (Brazil). Apple Pay integration is under consideration; if and when enabled, applicable Apple Pay processing fees will apply and will be disclosed to users at that time. Valens does not store full payment credentials.

10.9 Seller Responsibilities

Sellers are solely responsible for: accurate product descriptions and condition disclosures; shipping, packaging, and timely delivery; responding to buyer inquiries through Closet Chat or Shop Chat; and complying with all applicable consumer protection, tax, and commerce laws in their jurisdiction. Valens is not a merchant, does not hold inventory, and is not responsible for product fulfillment, returns, or buyer-seller disputes.

10.10 Prohibited Items

Listings are prohibited for: illegal goods or counterfeit products; items violating intellectual property rights; dangerous or hazardous materials; adult-only items; and any item prohibited by applicable law. Valens may remove listings and suspend accounts for violations without prior notice.

11. Flips & Drops

10.1 Flips

Flips are short-form video content published by users on the platform. Flips are distributed exclusively to a creator's followers — no algorithmic amplification or undisclosed reach expansion occurs. Creators reach exactly who follows them, nothing more.

10.2 Drops

Drops are ephemeral posts (stories) that disappear after a set duration. Drops are visible only to the creator's followers. No algorithmic feed manipulation applies to Drops. Valens does not notify non-followers of Drop content.

10.3 Post Credits

Users may be subject to post credit limits depending on their subscription plan. The $1.99/month subscription includes 5 free post credits. Additional credits may be purchased. Business profiles have expanded post access as part of the monthly plan.

12. Platform Fees & Revenue Collection — Full Disclosure

Valens collects the following fees. By using applicable features, you authorize these charges:

11.1 Business Membership

$9.90 per month — recurring subscription for Business profiles. Includes Shop tab, analytics, Mission Posts, Battle tools, KYB verification, and Dralens indicator. Auto-renews monthly until cancelled.

11.2 Fan Subscription Platform Fee

$19.90 per month — charged to creators who activate a Fan Subscription Channel. This is separate from fan revenue. Creators also agree to a 20% platform fee deducted from all fan subscription revenue collected.

11.3 Mission Post Fees

$1.00 posting fee per Mission Post for Persona users (non-refundable). 5% commission on all funds raised per campaign, deducted at withdrawal. Business profiles: Mission Posts included, 5% commission still applies on funds raised.

11.4 Marketplace Attribution Commissions

5–20% per confirmed order attributed to Valens. Specific rates are agreed with sellers at the time of store connection. Click/lead fees are charged at agreed CPC rates.

11.5 Affiliate Commissions

Valens retains 3% of affiliate sales generated through creator storefronts. Creators receive 7%.

11.6 Post Credits

Base subscription ($1.99/month) includes 5 post credits. Additional packs purchasable separately.

11.7 Battle Sponsorships

Pricing for sponsored Battle placements is disclosed at time of purchase and varies based on audience reach, duration, and placement type.

11.8 Payment Processing

All platform fees are processed through authorized third-party providers: Stripe (United States), PagBank (Brazil), Apple App Store, and Google Play Store. Applicable transaction fees from these providers are separate from Valens platform fees and are the responsibility of the user.

13. Identity Verification — KYC & KYB

Certain platform features require identity verification. Persona users must complete Know Your Customer (KYC) verification via our third-party provider (Sumsub) to access features including Fan Subscription payouts, Mission Post fund withdrawals, and other payout-related features. Business users must complete Know Your Business (KYB) verification to access Business profile features, Marketplace tools, and receive the verified business badge.

Verification is mandatory for fund withdrawals. Valens reserves the right to delay or withhold payouts pending successful verification. Providing false information during verification is grounds for immediate account termination and may be reported to relevant authorities.

14. Dralens — Community Standing Indicator

Dralens is the origami dragonfly mascot and community standing indicator of Valens. The Dralens tier (White 0–1K, Black 1K–10K, Silver 10K–100K, Gold 100K–1M, Purple 1M–10M followers) is determined automatically by follower count and is updated in real time. Dralens tiers are informational and reputational only — they do not confer financial rights, platform privileges, or guaranteed visibility. Both KYC-verified Persona and KYB-verified Business users receive their Dralens indicator upon verification.

15. Content Policy & User Responsibilities

Users are solely responsible for all content they post, upload, or transmit on the Platform. All content must comply with Valens Community Guidelines and applicable law. The following content is strictly prohibited:

Valens does not exercise editorial control over user content but reserves the right to remove any content, suspend any account, and report violations to relevant authorities without prior notice.

16. Intellectual Property

The Valens platform, including its design, features, trademarks (including "Valens," "Dralens," and the Valens hexagon logo), and all proprietary technology, are owned by Valens Technologies Inc. and protected by applicable intellectual property laws.

Users retain ownership of content they create and post. By posting content on Valens, users grant Valens a non-exclusive, worldwide, royalty-free license to display, distribute, and promote that content within the platform for the purpose of operating the Services.

17. Financial Disclaimers & Non-Custodial Architecture

Valens is not a financial institution, bank, broker-dealer, money services business, cryptocurrency exchange, or investment adviser. Nothing on the Platform constitutes financial, investment, legal, or tax advice.

The external wallet support system is peer-to-peer and entirely outside Valens' control. Valens displays publicly available blockchain data as a reputational signal only. This display is analogous to a social platform showing a user's public GitHub contribution history — it reflects data without owning, processing, or controlling the underlying assets.

Fan subscriptions, Mission Post contributions, and Marketplace transactions are not investments and do not confer any expectation of financial return. Valens platform fees are service charges for platform access and infrastructure, not investment products.

18. Account Suspension & Termination

Valens may suspend, restrict, or terminate any account at its sole discretion, including for: violation of these Terms or Community Guidelines; fraudulent or deceptive activity; failure to complete required KYC/KYB verification; payment failures; legal or regulatory requirements; or platform integrity concerns. Termination may occur without prior notice where required by law or platform integrity needs. Upon termination, access to all features ceases and pending payouts may be reviewed, delayed, or forfeited depending on the cause of termination.

19. Limitation of Liability

To the maximum extent permitted by applicable law, Valens Technologies Inc. and its officers, directors, employees, and agents shall not be liable for: indirect, incidental, special, or consequential damages; loss of data, profits, or goodwill; damages arising from external wallet transactions, Mission Post campaigns, Marketplace purchases, or Battle outcomes; or interruptions or errors in the Platform. Valens' total liability for any claim shall not exceed the greater of (a) the amount paid by you to Valens in the 12 months preceding the claim, or (b) $100 USD.

20. Jurisdiction-Specific Rights

19.1 California Residents — CCPA

Under the California Consumer Privacy Act (CCPA), California residents have the right to: (a) know what personal information is collected, used, disclosed, and sold; (b) delete personal information we hold; (c) opt-out of the sale of personal information — Valens does not sell personal data; (d) correct inaccurate personal information; and (e) non-discrimination for exercising CCPA rights. To exercise these rights, contact support@valens.app. We will respond within 45 days.

19.2 Brazilian Users — LGPD

Nos termos da Lei Geral de Proteção de Dados (Lei nº 13.709/2018), usuários brasileiros têm os seguintes direitos: (a) confirmação da existência de tratamento; (b) acesso aos dados; (c) correção de dados incompletos, inexatos ou desatualizados; (d) anonimização, bloqueio ou eliminação de dados desnecessários ou excessivos; (e) portabilidade dos dados; (f) eliminação dos dados tratados com consentimento; (g) informação sobre compartilhamento com terceiros; e (h) revogação do consentimento. O controlador dos dados pessoais de usuários brasileiros é a Valens Technologies Inc. Para exercer seus direitos, entre em contato pelo e-mail support@valens.app. Responderemos em até 15 dias.

19.3 EU/UK Users — GDPR

For users in the European Economic Area or United Kingdom, under the General Data Protection Regulation (GDPR), you have the right to: (a) access your personal data; (b) rectification of inaccurate data; (c) erasure ("right to be forgotten"); (d) restriction of processing; (e) data portability; (f) object to processing; and (g) not be subject to solely automated decision-making. You also have the right to lodge a complaint with your local data protection authority (see edpb.europa.eu). For UK users, contact the ICO at ico.org.uk. We will respond to GDPR requests within 30 days.

21. Changes to Terms

Valens may update these Terms at any time. Material changes will be communicated via email or in-app notification. Continued use of the Platform following notification constitutes acceptance of updated Terms. The most current version is always available at valenstechnologies.app/terms.

22. Contact

For questions about these Terms:
support@valens.app
Valens Technologies Inc.
131 Continental Dr, Suite 305, Newark, Delaware 19713, United States