Terms and Conditions
These Terms and Conditions ("Terms") govern access to and use of the Valara LLC platform ("Platform"), an artificial intelligence-powered appraisal review service as further described in Section 3 of the Terms. By accessing or using the Platform, you ("Customer") agree to be bound by these Terms.
1. Definitions
- "Valara" means Valara LLC, a Nevada limited liability company.
- "Services" means the Platform and all related software, analytics, and outputs.
- "Customer Data" means all data uploaded, including appraisal reports.
- "Output" means AI-generated findings, flags, or recommendations.
- "Authorized Users" means Customer's employees, contractors, or agents.
2. Eligibility and Permitted Use
The Services are offered solely to business entities located in the United States that are engaged in mortgage lending, underwriting, or related financial services. By using the Services, Customer represents and warrants that it is a commercial entity operating in compliance with all applicable federal and state laws and that it is not a consumer user. Customer agrees to use the Services solely for its internal business purposes and not for the benefit of any third party except as expressly permitted in writing by Valara. Customer shall ensure that all Authorized Users comply with these Terms and shall remain responsible for their conduct.
3. Description of Services
Valara provides an artificial intelligence-assisted appraisal review platform designed to review and analyze residential real estate appraisals and identify potential inconsistencies, indicators of bias, and other risk factors. Customer acknowledges and agrees that the Services are intended solely as a decision-support tool and do not constitute an appraisal, valuation, underwriting determination, or legal advice. The Outputs generated by the Platform are non-binding and informational in nature and must not be relied upon as a substitute for the judgment of licensed appraisers, underwriters, lending institutions, or other qualified professionals. Valara does not guarantee that the Services will identify all errors, risks, or instances of bias in any appraisal.
4. Regulatory Compliance and Customer Responsibility
4.1 Independent Compliance Obligation
Customer acknowledges that mortgage lending and appraisal review activities are subject to extensive federal and state regulation, including without limitation the Equal Credit Opportunity Act, the Fair Housing Act, and the Dodd-Frank Act. Customer agrees that it is solely responsible for ensuring its compliance with all applicable laws and regulations and that the use of Valara's Services does not diminish or replace such obligations.
4.2 Use of AI Outputs
Customer agrees that it will not rely solely on Outputs generated by the Platform in making lending or credit decisions and will instead conduct independent review and maintain appropriate human oversight. Customer is solely responsible for all decisions made in connection with its lending activities, including any reliance on Outputs.
5. Account Registration
Customer is required to create an account to access the Services and agrees to provide accurate, current, and complete information in connection with such registration. Customer is responsible for maintaining the confidentiality of its login credentials and for all activities that occur under its account. Customer agrees to promptly notify Valara of any unauthorized access to or use of its account or any other security breach. Notification may be made at privacy@getvalara.com.
6. Fees and Payment
Customer agrees to pay all applicable fees for the Services in accordance with the pricing and payment terms agreed upon between the parties. Unless otherwise stated in writing, all fees are non-refundable. Valara reserves the right to suspend or terminate access to the Services in the event of non-payment or late payment. Payment and pricing terms may be found on www.getvalara.com/pricing.
7. Customer Data
7.1 Ownership
Customer retains all right, title, and interest in and to Customer Data as further described in Valara's Privacy Policy ("Customer Data") subject to the rights granted to Valara under these Terms.
7.2 License to Valara
Customer grants Valara a limited, non-exclusive, worldwide license to access, process, store, and analyze Customer Data solely for the purpose of providing and maintaining the Services, provided that any use of Customer Data is conducted in accordance with applicable law.
7.3 Data Security
Valara will implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, or disclosure.
7.4 Sensitive Data
Customer agrees that it will not upload or transmit any data in violation of applicable privacy or data protection laws, including the Gramm-Leach-Bliley Act, and will limit any personal information included in Customer Data to that which is reasonably necessary for the intended use of the Services.
8. Confidentiality
Each party agrees to maintain the confidentiality of any non-public, proprietary, or confidential information disclosed by the other party and to use such information solely for purposes of performing under these Terms. Neither party shall disclose such information to any third party except as required by law or as reasonably necessary to perform its obligations under these Terms, provided that appropriate confidentiality protections are maintained.
9. Intellectual Property
Valara retains all right, title, and interest in and to the Platform, the Services, and all related intellectual property, including any artificial intelligence models, algorithms, software, and documentation. Subject to these Terms, Valara grants Customer a limited, non-exclusive, non-transferable, and revocable license to access and use the Services solely for its internal business purposes.
10. Acceptable Use
Customer agrees that it will not, and will not permit any Authorized User to, reverse engineer, decompile, or otherwise attempt to derive the source code of the Platform, copy or reproduce the Services, use the Services to develop a competing product, input unlawful or infringing data, or attempt to manipulate, interfere with, or improperly influence the Outputs generated by the Platform.
11. Disclaimers
The Services are provided on an "as is" and "as available" basis. Valara disclaims all warranties, whether express, implied, or statutory, including without limitation any warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy or completeness of Outputs. Valara does not warrant that the Services will be error-free, that all risks or bias will be identified, or that use of the Services will result in compliance with any law or regulation. You accept and agree that any use of Outputs from our Service is at your sole risk and you will not rely on Output as a sole source of truth or factual information, or as a substitute for professional advice.
12. Limitation of Liability
To the maximum extent permitted by law, Valara shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including without limitation loss of profits, loss of business, or loss of data, arising out of or related to the Services. Valara shall not be liable for any lending decisions, regulatory violations, or other actions taken by Customer in reliance on the Services.
13. Indemnification
Customer agrees to indemnify, defend, and hold harmless Valara and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses arising out of or related to Customer's use of the Services, Customer's violation of applicable law, or any decisions made by Customer in reliance on the Outputs.
14. Service Levels and Availability
Valara will use commercially reasonable efforts to maintain the availability and performance of the Services; however, Valara does not guarantee uninterrupted or error-free operation and may suspend or limit access to the Services for maintenance, upgrades, or other operational reasons.
15. Term and Termination
15.1 Term
The Terms shall remain in effect for as long as Customer accesses or uses the Services.
15.2 Termination
Valara reserves the right to suspend or terminate Customer's access to the Services at any time in the event of a breach of these Terms, non-payment, or if Valara determines that continued access presents legal, regulatory, or security risks.
16. Effect of Termination
Upon termination of these Terms, Customer's right to access and use the Services shall immediately cease. Valara may delete Customer Data after a reasonable retention period, subject to applicable legal obligations.
17. Export and Geographic Restrictions
The Services are intended for use solely by Customers located within the United States, and Customer agrees not to access or use the Services from outside the United States.
18. Privacy
Customer's use of the Services is subject to Valara's Privacy Policy, which is incorporated into these Terms by reference.
19. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware.
20. Dispute Resolution
You and Valara agree to the following mandatory arbitration and class action waiver provisions:
Mandatory Arbitration. You and Valara agree to resolve any claims arising out of or relating to these Terms or our Services, regardless of when the claim arose, even if it was before these Terms existed, through final and binding arbitration.
Informal dispute resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by emailing us notice at legal@getvalara.com. We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.
Arbitration forum. If we are unable to resolve the Dispute within 60 days of proper notice, either of us may commence arbitration with National Arbitration and Mediation ("NAM") under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as applicable.
Valara will not seek attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The activities described in these Terms involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.
Arbitration procedures. The arbitration will be conducted by videoconference unless otherwise expressly agreed to by the parties. The arbitration will be conducted by a sole arbitrator. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute.
Exceptions. This arbitration agreement does not require arbitration of the following claims: (1) individual claims brought in small claims court; and (2) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.
Class action waiver. You and Valara agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
21. Modifications
Valara reserves the right to modify or update these Terms at any time, and such modifications shall become effective upon posting. Customer's continued use of the Services following any such changes constitutes acceptance of the revised Terms.
22. Miscellaneous
These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements or understandings. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision shall be effective unless in writing and signed by the party against whom the waiver is asserted.