Valid — Terms of Service

1. Acceptance of These Terms

These Terms of Service (“Terms”) govern your access to and use of the Valid concierge, websites, and applications (the “Platform”). By creating an account, listing a ticket, purchasing a ticket, or otherwise using the Platform, you agree to these Terms, our Privacy Policy, and (if you sell) the Seller Agreement, each incorporated by reference. If you do not agree, do not use the Platform.

2. Who We Are and What the Platform Does

Valid operates an online concierge that allows users to buy, sell, resell, and transfer tickets to live events in the Caribbean and elsewhere. Valid is a technology and concierge provider that facilitates transactions between buyers and sellers. Valid is not the issuer, organizer, or promoter of any event. For primary sales, Valid is not the seller of the ticket. For resale tickets, Valid purchases tickets from vetted Suppliers pursuant to a Supplier Agreement and is the seller of record to you. Valid is a secondary concierge; tickets listed by users may be priced above the original face value.

3. Eligibility

You must be at least 18 years old and able to form a binding contract. You must provide accurate registration information and keep it current. Sellers and certain buyers must complete identity verification (Section 7) before listing or being paid. You may not use the Platform if barred under applicable sanctions or law.

4. Your Account

You are responsible for safeguarding your credentials and for all activity under your account. Notify us immediately of any unauthorized use. We may suspend or terminate accounts that violate these Terms, present fraud or security risk, or as required by law.

5. Payments and Settlement

Payments are processed by Stripe, Inc. (“Stripe”), a licensed third-party payment processor. When you purchase a ticket, your payment is processed by Stripe pursuant to Stripe’s terms of service.

• Primary Sales: For tickets sold directly by an event promoter, Valid acts as a limited payment-collection agent for the promoter. Your payment to Valid (as processed by Stripe) satisfies your payment obligation to the promoter for that ticket.
• Resale: For resale tickets, Valid is the seller of record. You are purchasing the ticket directly from Valid.

Promoter proceeds are subject to deferred settlement as described in the Promoter/Organizer Agreement. For resale tickets, Valid pays its suppliers from its own funds on deferred terms. Valid is not a bank, trust company, escrow agent, or custodian. Valid’s service fees are earned at the time of the transaction.

6. Buying Tickets

When you buy, you authorize a charge for the ticket price plus applicable service and processing fees. Valid is a secondary concierge; the price you pay may exceed the original face value of the ticket. Settlement of seller payment is deferred and released only after the event takes place and entry is verified, or as otherwise stated. This structure protects you against invalid tickets through the Verified-Entry Guarantee (Section 8A). Tickets may be delivered electronically; you are responsible for providing accurate delivery details. For primary sales, listings are created by the promoter. For resale, Valid sets the price and listing details based on inventory sourced from suppliers. Valid does not guarantee the accuracy of listing details except as provided by the Verified-Entry Guarantee.

7. Identity Verification (KYC)

Before listing tickets or receiving payouts (and in some cases before purchasing), you must complete identity verification, which may include providing:

• A valid government-issued identification document;
• Proof of address; and
• A photograph of yourself (a “selfie”), which a trained member of our team compares manually, by eye, to your ID document. We do not use facial-recognition technology and do not create biometric templates, faceprints, or scans of face geometry.

We may use third-party providers to assist with verification. We may decline, suspend, or reverse verification where we cannot confirm identity or suspect fraud. See the Privacy Policy for how verification data is handled and retained.

8. Fees

Valid charges service fees, and Stripe charges payment-processing fees, as disclosed before you complete a transaction. Service fees and processing fees are non-refundable, except (a) where an event is cancelled by the organizer, in which case all amounts paid — ticket price and all fees are refunded in full, and (b) where the Verified-Entry Guarantee applies.

8A. Verified-Entry Guarantee

Every ticket purchased through the Valid concierge is covered by the Verified-Entry Guarantee. If a ticket purchased on the Platform is rejected at the event gate because it is invalid, counterfeit, duplicated, or previously used, and the rejection is confirmed through the Platform’s scan records or gate-incident reports, the buyer will receive a full refund of the ticket price and all fees. Claims must be filed within 48 hours after the scheduled event end. Valid will decide claims within 5 business days. Valid may recover Guarantee costs from the responsible supplier as a breach of warranty. This Guarantee does not cover denial of entry for reasons unrelated to ticket validity (for example, venue capacity, dress code, intoxication, or age restrictions).

9. Refunds and Cancellations

Refund rights depend on whether a ticket is sold by an event organizer (primary) or by another user (resale) and are set out in full in the Refund Policy. Unless an organizer states otherwise, primary ticket sales are final except on event cancellation or postponement or under the Verified-Entry Guarantee. Resale tickets follow the published resale refund schedule. Refunds are returned to the original payment method where possible.

10. Prohibited Conduct, AML, and Sanctions

You agree not to: list or sell tickets you do not own or are not authorized to sell; list counterfeit, invalid, or duplicate tickets; misstate the face value or details of a ticket; engage in fraud, money laundering, or sanctioned activity; circumvent fees; scrape, hack, or disrupt the Platform; or use the Platform unlawfully.

Valid complies with applicable anti-money-laundering (AML), sanctions (including OFAC), and export control laws. Valid reserves the right to delay payouts, request additional documentation, freeze funds, block transactions, suspend accounts, and file legally required reports to cooperate with regulators. Valid will not provide services to, or process transactions for, individuals or entities located in comprehensively sanctioned jurisdictions or listed on applicable restricted-party lists. For resale tickets, Valid sources inventory from vetted Suppliers pursuant to the Supplier Agreement.

10A. Taxes

You are responsible for determining, collecting, and remitting any applicable taxes arising from your transactions on the Platform. However, where Valid determines, it is legally required to do so under applicable marketplace-facilitator laws, Valid may calculate, collect, and remit such taxes directly to the tax authorities. Valid may adjust prices or payouts to account for such taxes and may require you to provide a valid tax identification number.

11. Intellectual Property

The Platform, including its software, design, trademarks, and content, is owned by Valid or its licensors and is protected by law. We grant you a limited, revocable, non-exclusive license to use the Platform for its intended purpose. You retain rights in content you submit but grant Valid a license to use it to operate the Platform.

12. Disclaimers

Except for the Verified-Entry Guarantee, the Platform and all listings are provided “as is” and “as available” without warranties of any kind to the maximum extent permitted by law. Valid does not warrant that events will occur as scheduled or that listings are accurate. Events are operated by third parties. Valid is a secondary concierge; it does not issue, verify, or guarantee the terms of any event, except as expressly provided in the Verified-Entry Guarantee.

13. Limitation of Liability

To the maximum extent permitted by applicable law, Valid’s total liability arising out of or relating to the Platform is limited to the greater of (a) the total fees paid by you to Valid in the 12 months preceding the claim, or (b) USD 100. Valid is not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, loss of data, or loss of goodwill, whether arising in contract, tort, or otherwise, even if Valid has been advised of the possibility of such damages. Some jurisdictions do not permit the exclusion or limitation of certain damages; in those jurisdictions, Valid’s liability is limited to the fullest extent permitted by law.

14. Indemnification

To the extent permitted by applicable law, you agree to indemnify, defend, and hold Valid and its officers, directors, employees, and agents harmless from and against any claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to your use of the Platform, your listings or purchases, or your breach of these Terms or applicable law.

15. Dispute Resolution and Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that cannot be resolved through good-faith negotiation within thirty (30) days of written notice shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, with the arbitration seated in Wilmington, Delaware. Judgment on the arbitration award may be entered in any court of competent jurisdiction. You and Valid each waive any right to bring or participate in a class action, class arbitration, or representative proceeding. Notwithstanding the foregoing: (a) either party may seek emergency injunctive relief in a court of competent jurisdiction; (b) claims within the jurisdiction of a small-claims court may be brought in that court; and (c) consumers located in Saint Lucia or other Caribbean jurisdictions may bring claims in their local courts to the extent required by mandatory local consumer-protection law, and nothing in this section limits any rights you may have under applicable consumer-protection law in your jurisdiction.

16. Miscellaneous

Severability & Waiver. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect. Our failure to enforce any provision of these Terms is not a waiver of our right to enforce it in the future.

Entire agreement. These Terms, together with the Privacy Policy and any incorporated agreements, constitute the entire agreement between you and Valid with respect to the Platform.

Assignment. You may not assign these Terms or any rights under them without Valid’s prior written consent. Valid may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Force majeure. Neither party shall be liable for any delay or failure to perform its obligations (excluding payment obligations) caused by events beyond its reasonable control, including natural disasters, hurricanes, venue closures, internet or telecommunications outages, payment processor failures, or governmental actions. Organizer-cancellation refund obligations under Section 8 are not affected by this provision.

Electronic communications & Signatures. By creating an account, clicking to accept, or using the Platform, you agree that your electronic acceptance is legally binding and equivalent to a handwritten signature. You consent to receive all notices, agreements, disclosures, and other communications from Valid electronically, including by email or by posting to the Platform, in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq., “E-SIGN”) and the Uniform Electronic Transactions Act (“UETA”) as enacted in applicable states. Electronic communications satisfy any legal requirement that such communications be in writing. You may withdraw this consent at any time by contacting Valid at support@validtickets.app, but withdrawal of consent may limit or terminate your ability to use the Platform.

Survival. Sections 5, 8, 8A, 10A, 11, 12, 13, 14, 15, 16A, and this Section 16 survive termination or expiration of these Terms.

16A. SMS/Text Messaging Terms

By providing your phone number, you consent to receive text (SMS) messages from Valid, including one-time passcodes for account verification and transactional messages such as event reminders and ticket-related notifications. Message frequency varies based on your account activity. Message and data rates may apply. You may opt out at any time by replying STOP to any message, or reply HELP for assistance. Opting out of SMS may limit features that depend on phone verification. Valid does not share your mobile number or SMS consent data with third parties for marketing purposes, as described in the Privacy Policy. SMS delivery is subject to carrier availability; carriers are not liable for delayed or undelivered messages.

17. Changes to These Terms

We may update these Terms. If a change materially affects your legal rights or obligations, we will provide advance notice by email or by prominent notice on the Platform at least 30 days before the effective date. For all other changes, notice will be provided by posting the revised Terms to the Platform. Continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

18. Contact

ValidTX, LLC, 1111B S Governors Ave #89349, Dover, DE 19904. Questions: support@validtickets.app.