Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") are a legal agreement between you and Vigilant Peak Holdings Inc. ("VALANTRI", "we", "us", or "our"). They govern your access to and use of the VALANTRI mobile application, website at https://www.valantri.ai, and related services (collectively, the "Service").

By creating an account, downloading the VALANTRI app, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree, do not use the Service.

If you are using the Service on behalf of another person or entity (for example, as an operator employed by VALANTRI, or as an administrator for a community), you represent that you have the authority to bind that person or entity to these Terms, and "you" refers to that person or entity.

1.1 Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by posting the updated Terms in the app and on our website, updating the "Last Updated" date, and, where required by law, sending you a notification. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance. If you do not agree to the updated Terms, stop using the Service and close your account.

1.2 Additional Terms

Certain features of the Service may have additional terms that apply when you use those features. Those additional terms are part of your agreement with us and supplement (or, where clearly stated, replace) these Terms with respect to the applicable feature.

2. Who We Are

VALANTRI is a community safety platform. We provide mobile applications, web services, and — in participating communities served under our Elite service tier — on-site first aid and medical response through our employed medical operators.

When our operators provide first aid or medical response to you, we act as a HIPAA "Covered Entity" and your Protected Health Information is governed by our Notice of Privacy Practices. When our platform is used by a third-party security company partner (our "Signal Elite" tier) that directly serves your community, that partner is your service provider and their own terms apply to the service they provide.

3. Eligibility

To use the Service, you must:

• Be at least 18 years of age, or, if 13 to 17, have the consent and supervision of a parent or legal guardian who accepts these Terms on your behalf.
• Have the legal capacity to enter into a binding contract in your jurisdiction.
• Not be barred from using the Service under applicable law or previously suspended or removed from the Service.
• Be a resident, staff member, administrator, or invited guest of a community that uses the Service, or a designated emergency contact of such a person.

Children under 13 are not permitted to use the Service, and we do not knowingly collect personal information from children under 13. If you become aware that a child under 13 is using the Service, contact us immediately.

4. Your Account

4.1 Account Creation

To use most features of the Service, you must create an account. You may create an account by registering with an email address and password, or by using a supported third-party authentication provider (such as Sign in with Apple or Google Sign-In). You agree to provide accurate, current, and complete information during registration, and to keep your account information updated.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials, including your password, and for all activities that occur under your account. You agree to:

• Notify us immediately of any unauthorized use of your account or any other breach of security.
• Not share your account credentials with anyone.
• Use a strong, unique password and enable any available multi-factor authentication.
• Log out from shared devices after use.

We are not liable for any loss or damage arising from your failure to comply with these security obligations.

4.3 One Account Per Person

Each individual may have only one resident account. Duplicate accounts may be suspended or removed. Staff and operator accounts are separate from personal accounts.

4.4 Account Types

Depending on your role, you may have one of several account types, including Resident, Operator, OPS Supervisor, Administrator, Property Manager, Captain, Supervisor, Access Control, Validator, Temporary Supervisor, or Guest. The features available to you depend on your account type and the community to which you are assigned.

4.5 Account Termination

You may close your account at any time by contacting us at info@valantri.ai or using in-app account deletion features where available. We may suspend or terminate your account if you violate these Terms, if we are required to do so by law, or for operational reasons (for example, if your community terminates its relationship with VALANTRI). When your account is closed, we retain information as described in our Privacy Policy.

5. Important Safety Notice

VALANTRI is designed to complement, not replace, professional emergency services. While our platform provides community safety support — and, in Elite-tier communities, on-site first aid response — we are NOT a substitute for 911, emergency medical services, law enforcement, fire response, or professional medical care.

If you trigger a medical emergency through the VALANTRI app and our operators respond, our operators will encourage you (or bystanders) to call 911 concurrently if the situation warrants. Always err on the side of calling 911 in any life-threatening situation.

You acknowledge and agree that:

• Technology can fail. Your device may be out of battery, out of signal, or malfunctioning. Our app may experience outages, errors, or delays.
• Response times vary. Our operator response times depend on operator availability, location, traffic, weather, and other factors we do not fully control.
• Our operators are not a replacement for EMS. Even where our operators are EMT or paramedic certified, they provide first aid and initial response; definitive medical care requires transport to a hospital or emergency department. Operators will coordinate with 911 and EMS as appropriate.
• Communities served. VALANTRI's operator response is available only in communities that have contracted for our Elite service tier. Communities served under other tiers receive different services. Check with your community administrator if you are unsure what is available.

6. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party right.
• Submit false, misleading, fraudulent, or abusive emergency requests or reports.
• Harass, threaten, defame, or impersonate any person.
• Upload, post, or transmit any material that is obscene, hateful, discriminatory, or otherwise objectionable.
• Interfere with, disrupt, or attempt to gain unauthorized access to the Service, our servers, other users' accounts, or any connected systems.
• Probe, scan, or test the vulnerability of the Service, or bypass any security or authentication measures.
• Use automated tools (including bots, scrapers, or crawlers) to access the Service without our prior written consent.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code of the Service.
• Copy, modify, create derivative works of, distribute, publicly display, or commercially exploit the Service, except as expressly permitted.
• Use the Service to send spam, chain messages, or unsolicited communications.
• Collect or harvest personal information about other users.
• Represent yourself as a VALANTRI employee, operator, or agent if you are not one.
• Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service.

We may investigate and take action against any violation of these restrictions, including suspending or terminating your account, removing content, and pursuing legal remedies.

6.1 Special Rule for Emergency Features

Knowingly submitting a false medical, security, or other emergency request is a serious matter. Depending on the circumstances, it may expose you to criminal charges (such as false reporting) and civil liability. We may report false emergency submissions to law enforcement.

7. Content You Submit

7.1 Your Content

You retain ownership of any content you submit to the Service (your "Content"), including messages, photos, videos, audio recordings, request descriptions, and other materials. However, by submitting Content to the Service, you grant us and our service providers a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, modify (for technical purposes such as format conversion and display), distribute, and display your Content solely for the purpose of operating and providing the Service.

When your Content is part of a record we are required to retain (for example, a DAR or incident report), we may retain it even after you close your account, to comply with legal retention obligations. See our Privacy Policy for details.

7.2 Your Representations

By submitting Content, you represent and warrant that:

• You own all rights to the Content, or you have permission from the rights holder to submit it.
• The Content does not infringe any third party's intellectual property, privacy, publicity, or other rights.
• The Content does not violate any law or these Terms.
• If the Content includes the image, voice, or identifiable likeness of another person, you have obtained that person's consent where required by law.

7.3 Content Moderation

We reserve the right, but not the obligation, to review, monitor, and remove Content that violates these Terms or that we otherwise find objectionable. We may remove Content without notice. We are not responsible for Content submitted by users, and we do not endorse any user-submitted Content.

7.4 Feedback

If you provide us with feedback, suggestions, or ideas about the Service, you grant us the right to use that feedback for any purpose without compensation or attribution to you.

8. Intellectual Property

The Service — including its software, design, interfaces, logos, trademarks, and original content — is the property of Vigilant Peak Holdings Inc. and its licensors, and is protected by copyright, trademark, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal, non-commercial use (or, for staff and operators, for the performance of your role for VALANTRI or the community that employs you). This license does not include any right to:

• Copy, modify, or create derivative works of the Service.
• Sell, rent, lease, or sublicense the Service.
• Use the Service to build a competing product or service.
• Remove or alter any copyright, trademark, or other proprietary notices.
• Use any automated means to access or copy data from the Service.

All rights not expressly granted are reserved by us. "VALANTRI" and related logos and marks are trademarks of Vigilant Peak Holdings Inc. You may not use them without our prior written permission.

9. Third-Party Services and Mobile App Platform Terms

9.1 App Store Terms

If you download the VALANTRI app from the Apple App Store or Google Play Store, your use of the app is also subject to the terms of the applicable app store. In the event of a conflict between these Terms and the app store terms, the app store terms apply only to the relationship between you and the app store; these Terms continue to govern your relationship with VALANTRI.

9.2 Apple-Specific Terms

If you downloaded the VALANTRI app from the Apple App Store, you acknowledge that:

• These Terms are a contract between you and VALANTRI only, not with Apple. Apple is not responsible for the Service or its content.
• Apple has no obligation to provide maintenance or support for the Service.
• In the event of a failure of the Service to conform to any warranty, you may notify Apple and Apple will refund the purchase price of the app (if any). Except for that refund, Apple has no other warranty obligations with respect to the app.
• Apple is not responsible for addressing claims by you or third parties relating to the app (for example, product liability claims, claims that the app fails to conform to legal requirements, or claims arising from consumer protection or similar legislation).
• If a third party claims that the app or your use of it infringes their intellectual property rights, Apple is not responsible for the investigation, defense, settlement, or discharge of that claim.
• You represent that you are not located in a country subject to a U.S. government embargo and are not listed on any U.S. government list of prohibited or restricted parties.
• Apple and its subsidiaries are third-party beneficiaries of these Terms and have the right to enforce them against you.

9.3 Third-Party Integrations

The Service integrates with third-party services (for example, cloud infrastructure, SMS and push notification providers, and, if and when introduced, payment processors). Your use of those third-party services may be subject to their own terms and privacy policies. We are not responsible for third-party services.

10. Payments (Future Feature)

The VALANTRI app is currently provided free of charge to residents. Your community pays us for the Service. You do not pay VALANTRI directly.

We may introduce optional paid features in the future (for example, premium concierge services billable per request). If and when we do, the following will apply:

• Payment processing. Payments will be processed by a third-party payment processor. You will be required to provide valid payment information (such as a credit or debit card) and authorize us or our payment processor to charge you for the services you request.
• Real-world services. Paid concierge and similar features are real-world services performed by our operators in the physical world. They are not digital content and are not sold through Apple's In-App Purchase system (unless required by Apple for specific feature types).
• Pricing. Prices for paid features will be disclosed in the app before you make a purchase. Prices are subject to change; we will notify you of price changes before they take effect.
• Taxes. Prices do not include applicable taxes, which will be added at checkout where required by law.
• Refunds. Refunds for paid features will be handled in accordance with our refund policy in effect at the time of the transaction. All sales of digital content, if any, are final unless otherwise required by law.
• Payment disputes. If you believe a charge is in error, contact us at info@valantri.ai within thirty (30) days of the charge.

If you do not wish to pay for a feature, do not use that feature. Free features of the Service remain available to you.

11. Disclaimers

To the fullest extent permitted by applicable law, the Service is provided "as is" and "as available", without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, timely, secure, error-free, or free from viruses or other harmful components. We do not warrant that the information provided through the Service is accurate or complete.

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the above exclusions may not apply to you, and you may have other legal rights that vary by jurisdiction.

Without limiting the generality of the foregoing, we specifically disclaim any warranty or representation that:

• The Service will meet your specific requirements or expectations.
• Emergency response times will meet any particular standard.
• The Service or any information provided through it constitutes medical advice, legal advice, or professional advice of any kind.
• Operator-provided first aid or medical response constitutes definitive medical treatment.

12. Limitation of Liability

To the fullest extent permitted by applicable law, Vigilant Peak Holdings Inc., its affiliates, and its officers, directors, employees, agents, and licensors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, use, goodwill, or other intangible losses, arising out of or related to your use of (or inability to use) the Service, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if we have been advised of the possibility of such damages.

To the fullest extent permitted by applicable law, our total aggregate liability arising out of or related to these Terms or the Service shall not exceed the greater of (a) one hundred U.S. dollars ($100), or (b) the total amount you paid to us in the twelve (12) months preceding the event giving rise to the liability.

Nothing in these Terms excludes or limits our liability for fraud, willful misconduct, or any liability that cannot be excluded or limited under applicable law. These limitations apply to the maximum extent permitted by law, even if any limited remedy fails of its essential purpose.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, the above limitations may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless Vigilant Peak Holdings Inc., its affiliates, and its officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your violation of these Terms.
• Your violation of any law or the rights of any third party.
• Content you submit to the Service.
• Your use of the Service, including any misuse.
• Your fraudulent or intentionally harmful conduct.

We will cooperate reasonably in the defense of any matter for which you are obligated to indemnify us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you would otherwise be required to indemnify us, and you agree to cooperate with our defense.

14. Termination

These Terms remain in effect while you use the Service. You may stop using the Service and close your account at any time. We may suspend or terminate your access to the Service at any time, with or without notice, if:

• You violate these Terms.
• We reasonably believe your use of the Service poses a risk to the Service, other users, or third parties.
• We are required by law or legal process to do so.
• Your community terminates its contract with VALANTRI.
• We discontinue the Service or a feature of the Service.

Upon termination, your right to access the Service ceases, but the provisions of these Terms that by their nature should survive termination — including disclaimers, limitations of liability, indemnification, governing law, and dispute resolution — will survive.

15. Governing Law and Venue

These Terms are governed by the laws of the State of Nevada, without regard to its conflict of laws principles. The federal and state courts located in Clark County, Nevada have exclusive jurisdiction over any disputes not subject to arbitration under Section 16, and you consent to personal jurisdiction and venue in those courts.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

16. Dispute Resolution — Mandatory Arbitration

You and VALANTRI agree to resolve most disputes through individual, binding arbitration, rather than in court. You waive your right to a jury trial and your right to participate in a class action.

16.1 Agreement to Arbitrate

You and VALANTRI agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between you and VALANTRI — whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory — will be resolved through final and binding individual arbitration, except as set forth in Section 16.5 below.

16.2 Arbitration Procedures

The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect. The arbitration will be conducted:

• By a single neutral arbitrator selected in accordance with AAA rules.
• In English.
• In Clark County, Nevada, or by videoconference or telephone at the election of the party seeking to initiate arbitration, unless otherwise agreed.
• Under the Federal Arbitration Act (FAA).

The arbitrator's award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

16.3 Class Action Waiver

You and VALANTRI agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class action, consolidated action, or representative proceeding.

Unless you and we agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

16.4 Costs

Each party is responsible for their own attorneys' fees and costs, except as otherwise provided by the AAA rules or applicable law. VALANTRI will pay arbitration filing, administrative, and arbitrator fees to the extent required by the AAA Consumer Arbitration Rules.

16.5 Exceptions to Arbitration

The following disputes are not subject to mandatory arbitration:

• Small claims court actions, so long as the claim remains in small claims court.
• Disputes concerning intellectual property rights (for example, trademark or copyright disputes).
• Disputes where one party seeks injunctive or other equitable relief to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.
• Any claim that cannot be arbitrated under applicable law.

16.6 Right to Opt Out

You may opt out of this arbitration agreement by sending written notice to us at info@valantri.ai or by mail to 10689 Angel Dreams Ave, Las Vegas, NV 89144 within thirty (30) days of first accepting these Terms. Your notice must include your name, address, the email associated with your account, and a clear statement that you want to opt out of the arbitration agreement. If you opt out, disputes will be resolved in the courts identified in Section 15.

16.7 Severability

If any portion of this Section 16 is found to be unenforceable, the remaining portions will be enforced to the fullest extent permitted by law. The class action waiver in Section 16.3 is non-severable; if the waiver is found to be unenforceable, this entire Section 16 (but no other portion of these Terms) is void.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms referenced herein, constitute the entire agreement between you and Vigilant Peak Holdings Inc. concerning the Service, and supersede all prior or contemporaneous communications, whether electronic, oral, or written.

17.2 No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. Waivers must be in writing and signed by us.

17.3 Severability

If any provision of these Terms is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

17.4 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. Any attempted assignment in violation of this section is void.

17.5 Force Majeure

We will not be liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, war, terrorism, labor disputes, natural disasters, pandemics, governmental actions, internet or telecommunications failures, or cyberattacks.

17.6 Relationship of the Parties

These Terms do not create a joint venture, partnership, employment, or agency relationship between you and us.

17.7 No Third-Party Beneficiaries

Except for Apple (as described in Section 9.2), these Terms are not intended to confer any rights or remedies on any person or entity other than you and us.

17.8 Notices

We may provide notices to you by email, by posting in the app, or by any other reasonable means. Notices to us must be in writing and sent to info@valantri.ai or by mail to 10689 Angel Dreams Ave, Las Vegas, NV 89144.

17.9 Export Controls

The Service may be subject to U.S. and international export control and economic sanctions laws. You agree to comply with all applicable export and sanctions laws, and not to use the Service in any country or for any purpose prohibited by such laws.

17.10 Electronic Communications

By using the Service, you consent to receive electronic communications from us, including notices, agreements, and disclosures. You agree that electronic communications satisfy any legal requirement that communications be in writing.

17.11 Headings

Section headings in these Terms are for convenience only and do not affect interpretation.

17.12 Language

These Terms are drafted in English. Any translations are provided for convenience only. In the event of a conflict between the English version and any translation, the English version controls.

18. How to Contact Us

If you have questions, concerns, or complaints about these Terms, contact us: