Terms of Service

1. These Terms, and who you are contracting with

1.1 These Terms of Service ("Terms") govern your membership in Vale and your use of the concierge services we provide by text message, together with our website at thevale.io (together, the "Services").

1.2 Your contract is with the Vale operator whose legal name and business mailing address are identified in your membership offer before you accept it. "Vale", "we", "us" and "our" refer to that operator, based in British Columbia, Canada.

1.3 We provide only categories for which the required operating arrangements have been verified. We will not arrange regulated travel services until the necessary licensing or authorised host-agency arrangements are in place and disclosed to you. These Terms do not represent that Vale currently holds a travel licence or an approved supplier integration.

1.4 Membership begins only after human admission, presentation of your membership offer and affirmative acceptance of these Terms and the applicable tier terms. Applying or sending an enquiry does not activate membership, authorise payment or approve a Booking. The Privacy Policy explains how we handle your information; marketing and automatic-renewal consent are obtained separately where required.

1.5 Entity succession. If the Services are operated by an interim entity at the time you join, this Agreement will be assigned to the incorporated successor entity. We will give you at least 30 days' notice before the assignment takes effect, and you may cancel under §6.5 before it does. Your rights under this Agreement are not diminished by the assignment.

2. Definitions

"Booking" — any reservation, purchase, charter, hire, or other arrangement Vale makes or facilitates with a Supplier for you.

"Confirmation Gate" — the control described in §8.3 requiring your express in-thread confirmation before any Booking completes.

"Delegate" — a person you authorise under §4.5 to make requests on your behalf.

"Irreversible Transaction" — any Booking or payment that is non-refundable, non-cancellable, or subject to a cancellation penalty at the time of commitment; any air charter. A transaction exceeding your Spend Cap is prohibited unless the Cap is separately changed before confirmation.

"Member" — an individual admitted to membership. "you" and "your" refer to the Member.

"Spend Cap" — the monetary limit described in §8.

"Supplier" — any third party that provides a service you ask us to arrange, including airlines, air charter operators, hotels, restaurants, ground-transport operators, venues, and vendors.

"Vale Channel" — the messaging number or verified account/channel approved for your service. This definition does not represent that ordinary iMessage or any proposed platform integration is available.

All amounts in this Agreement are in United States dollars unless stated otherwise.

3. The Services

3.1 What we do. Vale provides private concierge services through your approved Vale Channel. Categories may include dining, transport, lodging, travel, events and personal arrangements, subject to supported scope, operating permissions and available fulfillment routes. Your welcome materials state your channel, coverage hours, escalation route and initial supported categories. We do not guarantee special access or supplier availability.

3.2 What we are not. Vale is not an airline, air carrier, hotel, restaurant, ground-transport operator, venue, tour operator, or other provider of the services you ask us to arrange. Our role is described in §7 and is central to this Agreement.

3.3 Scope varies by tier. The scope of the Services varies by membership tier (§5) and is stated in your welcome materials. Requests outside your tier's scope may be declined; we will tell you plainly when something is beyond your membership.

3.4 How requests are handled — required disclosure. Automated systems, including AI, may read relevant messages and preferences, prepare options and draft replies. Our concierge team handles relationships, judgment, exceptions and human fulfillment. Automated execution is permitted only through verified supported routes and within Section 8. Proposed integrations and test results do not establish live supplier capability.

We present a single service voice and do not label individual messages as automated or human. We will never tell you a message came from a person when it did not. If you ask whether you are communicating with a person, we will answer truthfully and connect you with one. You may at any time ask that a request, or all of your requests, be handled by a person. This disclosure also appears in your welcome materials and in the reply to HELP.

Every Booking requires your specific confirmation and must remain within the Spend Cap. Neither AI output nor an individual approval can bypass those controls (§8).

3.5 Discretion to decline. We may accept or decline any request at our discretion. We do not service requests that are unlawful; that involve controlled substances, weapons, or adult entertainment; that would require Vale or a Supplier to act improperly or in breach of a Supplier's own rules; or that would breach applicable sanctions or export-control law. Repeated abusive, indecent, or unlawful requests are grounds for termination under §19.

3.6 Not an emergency service. The Services are not an emergency service. Vale does not provide medical, security, evacuation, or emergency response, and the Vale Channel must not be used to summon emergency assistance. In an emergency, contact your local emergency services.

If you tell us you are in danger, we will tell you to contact local emergency services. If you have given us a security contact and you ask us to, we will contact that person. We do not monitor the thread for distress and we do not undertake to respond to it within any particular time.

3.7 Availability. Coverage hours and response expectations are stated in your welcome materials. We do not promise continuous availability or a dedicated concierge beyond the accepted coverage for your tier. Delays and outages can occur; we provide the agreed escalation route and communicate material interruptions where possible.

3.8 Your preference profile. A core part of the Services is that we learn from what you ask for. We build and maintain a private profile from your requests and, in particular, from Bookings actually made on your behalf — the Suppliers used, the arrangements kept, the options declined — so that over time you do not have to repeat yourself and we can anticipate what you are likely to want. As that profile matures we may propose arrangements before you ask for them. A proposal is never a Booking; nothing is committed without §8.

You may at any time ask us what the profile contains, ask us to correct or remove anything in it, or ask us to stop recording a particular category of information. We keep a record of any category you have asked us not to record and we honour it. Doing so may reduce the quality of the Services, and we will tell you where it does. Our handling of this information is governed by the Privacy Policy.

3.9 Information, advice and verified outcomes. AI replies and third-party information may be incomplete or incorrect. Vale does not provide medical, legal, financial or other regulated professional advice. Review the material terms presented for approval and tell us about errors or changes. A draft, suggestion or queued request is not a confirmed Booking. We report completion only after receiving fulfillment evidence. These provisions do not reduce our reasonable-care obligation or the remedy in Section 8.6.

4. Eligibility, application, and Delegates

4.1 Membership is by application or introduction only and is granted at our sole discretion. We may decline any application without giving reasons.

4.2 You must be at least 18 years of age (or the age of majority where you reside, if higher) and legally able to enter a binding contract.

4.3 Membership is personal and non-transferable. You may not hold a membership for another person, company, or organisation, and you may not permit anyone other than a Delegate to use the Services under your membership.

4.4 Accuracy, verification, and sanctions. You confirm that the information you give us in your application and afterwards is true and accurate and that you will keep it current. We may verify it, including through publicly available sources, in accordance with the Privacy Policy. You represent that you are not, and are not acting for, a person subject to applicable sanctions. We screen every applicant and every Delegate against applicable Canadian and United States sanctions lists before admission and periodically afterwards.

4.5 Delegates. You may authorise named individuals — for example an assistant, agent, family member, or business manager — as Delegates who may make requests on your behalf, using the Delegate authorisation form in your welcome materials. You are responsible for all requests made and all charges incurred by your Delegates as if made by you, and you must ensure your Delegates comply with these Terms and keep the Vale Channel and your membership confidential. You may revoke a Delegate's authority at any time by notifying us; revocation takes effect when we acknowledge it.

4.6 Delegate limits. A Delegate may make requests within their recorded authority but cannot change your Spend Cap, add or remove Delegates, change payment methods, confirm Bookings or request deletion of your information. Those actions require your verified instruction. Legal rights exercised by an authorised representative are handled separately under the Privacy Policy.

4.7 Where we do not currently admit members. We do not currently admit residents of Quebec (§21.5), the European Union, or the United Kingdom. Residents of certain United States states may be admitted only after we have confirmed our registration position in that state. We will tell you at application if this affects you.

5. Membership tiers

5.1 Vale offers two membership tiers:

Membership fees, any agreed introductory rate and applicable renewal charges are supplied privately before you accept membership or authorise a payment. House is a post-proof organisational arrangement and is not a launch membership tier.

Default Spend Caps, and any other tier-specific terms, are stated in your welcome materials.

5.1a Introduced members. Any agreed introductory rate, duration and subsequent renewal fee are stated in your private membership offer before acceptance. An introducing organisation receives no fee, commission or share of your payments or Supplier commissions. See Section 10.6.

5.2 A House arrangement for organisations, agencies, and teams may be offered by separate written agreement. It is not available by application and is not governed by these Terms.

5.3 We may introduce, modify, or withdraw tiers. Changes affecting your tier are subject to the notice provisions in §6.4 and §20.

6. Fees, renewal, and cancellation

6.1 Fees. Membership fees are charged monthly in advance to your payment method on file, in United States dollars, plus applicable taxes including GST, PST, or HST where they apply to you.

6.2 What the fee does and does not cover. The membership fee covers access to the Services. It does not cover the cost of anything we arrange for you. Supplier costs, deposits, fares, rates, gratuities, taxes, and third-party fees are additional and are payable by you under §9.

6.3 Automatic renewal — clear and conspicuous disclosure.

YOUR MEMBERSHIP RENEWS AUTOMATICALLY EACH MONTH UNTIL YOU CANCEL. WE WILL CHARGE THE FEE STATED IN YOUR WELCOME MATERIALS TO YOUR PAYMENT METHOD ON FILE EACH MONTH IN ADVANCE. YOU MAY CANCEL AT ANY TIME UNDER §6.5, AND CANCELLATION TAKES EFFECT AT THE END OF THE THEN-CURRENT BILLING MONTH.

We obtain your affirmative consent to this renewal separately from your consent to these Terms as a whole, before your first charge, and we send you an acknowledgement by email recording the renewal terms, the fee, and how to cancel.

6.4 Price changes. We will give you at least 30 days' notice by message and by email before any change to your fee. If you do not accept the change, you may cancel before it takes effect and the existing rate applies until then.

6.5 Cancellation by you. You may cancel at any time, by any of these methods: sending a message to the Vale Channel; emailing hello@thevale.io; or writing to the business mailing address in your membership offer. Cancellation is effective at the end of the current billing month. We will not require you to speak to a retention agent, complete a survey, or take any step more onerous than the step by which you enrolled. We will confirm your cancellation in writing.

6.6 No refund of membership fees. Except under §6.7 and §19.3, and except where a refund is required by law, membership fees already paid are not refunded on cancellation. This does not affect amounts held for you under §9.

6.7 Fourteen-day cooling-off. If you cancel within 14 days of your first membership charge, we will refund that charge in full. Bookings already made in that period remain subject to the Supplier's terms and are not refunded by Vale. Nothing in this section limits any non-waivable cancellation, cooling-off, or refund right you have under the law of your place of residence; where such a right applies, it prevails.

7. Our role: intermediary, not principal

This section defines the commercial and legal architecture of the Services. Read it.

7.1 We arrange; Suppliers perform. When you ask us to arrange something, we act as an intermediary between you and the Supplier. The Supplier — not Vale — performs the service. Your contract for the flight, room, table, car, or event is with the Supplier, on the Supplier's own terms, and those terms bind you.

7.2 Agency. We act as your agent in dealing with Suppliers. We do not act as the Supplier's agent for the purpose of accepting your money or forming your contract, and we have no authority to bind a Supplier beyond what that Supplier grants us. For air charter, §11 applies in addition.

7.3 Supplier terms. Supplier cancellation policies, change fees, deposit forfeiture, minimum spends and conduct rules apply to the Supplier contract. We present material terms for every Booking before confirmation under Section 8.3. We cannot waive a Supplier’s terms; this does not relieve us of obligations arising from our own errors.

7.4 We do not contract as principal. We do not purchase services in our own name for resale to you. Where a Supplier will not contract with you directly, we will tell you, and we may be unable to arrange that request.

7.5 Not a guarantee of availability or outcome. We do not guarantee that any request can be fulfilled, that any particular Supplier, table, room, aircraft, or access will be available, or that a price quoted by a Supplier will remain available. Recommendations and suggestions we make are opinions, not warranties.

7.6 Supplier selection. We select Suppliers using our judgment and our relationships. We do not warrant any Supplier's performance, licensing, insurance, or safety, and Suppliers are independent contractors, not our employees or agents. §10 explains how our compensation may relate to Supplier selection.

8. Spending limits and booking confirmation

8.1 Spend Cap. You set a monthly Spend Cap, the maximum aggregate amount we may commit on your behalf. Your tier sets a default in your welcome materials. Changes require your instruction and our acknowledgement; an individual booking confirmation does not raise or override the Cap.

8.2 Acting within the Cap. Every Booking requires specific confirmation, including reversible or low-stakes arrangements below the Cap. General instructions and standing preferences permit preparation of proposals, not commitment.

8.3 The Confirmation Gate. Every Booking requires your specific confirmation in the approved message thread. We present the Supplier, total cost, cancellation and non-refundable terms, and Supplier compensation before approval. Approval applies only to those terms; material changes require fresh confirmation. General instructions, preferences and a Delegate’s request are insufficient. These controls are enforced independently of AI output. Confirmation cannot override the Spend Cap; a cap change requires a separate verified instruction and acknowledgement.

8.4 Cap is a ceiling, not a budget. The Spend Cap is a ceiling on authorised commitments, not permission to spend, a credit line or a spending commitment.

8.5 Your responsibility for authorised spend. You are responsible for amounts properly committed after valid confirmation under Section 8.3 and within your Spend Cap, including permitted requests from a Delegate acting within Section 4.5.

8.6 Errors. If we exceed your Spend Cap or complete any Booking without valid confirmation under Section 8.3, we will use reasonable efforts to unwind it and, to the extent it cannot be unwound, we will bear the resulting cost up to the amount of that transaction. This is your primary remedy for a breach of the Confirmation Gate. It is not subject to Section 18.1, and Section 18.2 does not apply to it.

9. Payment for Bookings, and money we hold

9.1 Payment method. You authorise the agreed membership charges through an approved secure payment processor, subject to Section 6. Booking costs require specific confirmation under Section 8 and an approved supplier payment route. Vale’s membership checkout must not be used to collect travel monies. Never send card numbers, passwords or other credentials in the message thread.

9.2 Suppliers are paid directly wherever possible. Our default is that the Supplier takes payment from you directly, and your payment obligation for that Booking is to the Supplier. We accept payment for travel services through Vale only where a Supplier requires it. We are never the merchant of record for scheduled air transportation.

9.3 Trust monies. Vale will not accept travel monies until the required licensed operating arrangement, designated trust account and handling controls have been established. If an approved arrangement later permits us to receive travel monies, we disclose the relevant operator and required account arrangements before collection and keep those monies separate from operating funds and membership fees. Supplier-direct payment remains the default.

9.4 Third-party charges. You are responsible for taxes, resort fees, fuel surcharges, landing and handling fees, gratuities, incidentals, currency-conversion charges, and any other amount a Supplier charges you directly.

9.5 Chargebacks. Please contact us promptly if you believe a charge is incorrect so we can investigate. Nothing here limits your lawful right to dispute a charge or seek a remedy through your payment provider. Knowingly fraudulent payment disputes may be addressed under Section 19.

9.6 Failed payment. If a membership charge fails, we will tell you. If it remains unpaid after 7 days we may suspend the Services, and after 30 days we may terminate under §19.2. We do not charge interest or administration fees on late payment.

10. How Vale is compensated, and commission disclosure

10.1 Membership fees. Our primary compensation is the membership fee you pay.

10.2 Supplier commissions — disclosure. We may also receive commissions, referral fees, preferred-agent compensation, marketing allowances, or other benefits from Suppliers when you book through us. This is standard in the travel and hospitality industries. It means a Supplier we recommend may be one that compensates us.

10.3 What we undertake. We will not recommend a Supplier that we believe is materially worse for you because it pays us more. Because we act as your agent (§7.2), we disclose our compensation proactively:

(a) Before you confirm any Booking, the confirmation message states whether we receive compensation from that Supplier (§8.3).

(b) Your welcome materials list the categories of Supplier that typically compensate us and those that do not.

(c) For any Booking, at any time, we will tell you on request whether we received compensation and the nature of the relationship.

For air charter, §11 imposes further obligations.

10.4 Black tier commission credit. If you are a Black member, any commission we actually receive from a Supplier in connection with your Bookings is credited to your account within 60 days of our receiving cleared funds, net of any tax we are required to remit on it. The credit is applied against your next membership fee or Booking charge and appears as a line on your monthly statement. If your membership ends while a credit is unapplied, we pay it to you. This applies to commissions received; where a Supplier compensates us in a form that is not a cash commission, we will tell you what it was.

10.5 No undisclosed markup. We do not add an undisclosed markup to a Supplier's price. Where we quote you a price that includes a Vale fee, we will identify the fee.

10.6 Organisations that introduce you. Where an agency, management company, or similar organisation introduces you to Vale:

(a) They are paid nothing. They receive no referral fee, no share of your membership fee, no share of any Supplier commission, and no other compensation from us in connection with your membership. Any agreed introductory benefit is stated in your private membership offer (§5.1a).

(b) We do not act for them. Our obligations under this Agreement run to you and to no one else. Where their instructions or interests conflict with yours, we act on yours.

(c) They see nothing. We do not disclose to them the content of your messages, the Bookings we make, what you spend, how often you use the Services, or any summary or report derived from any of it. This applies even where that organisation is paying your fee on your behalf. Payment confers no right of access.

(d) They are not your Delegate. They may make requests on your behalf only if you separately authorise a named individual under §4.5.

11. Air charter — required disclosures

This section applies only when charter is included in your supported service scope and the required operating arrangements are in place. Applicable carrier and brokerage disclosures are provided before commitment.

11.1 Our capacity. Charter arrangements are offered only after the relevant operating permissions and insurance review are complete. Before you enter a charter contract, we identify the licensed operator, any broker involved and the capacity in which Vale acts. Vale does not contract as principal under these Terms.

11.2 Operator identity. Before you enter into a charter contract, we will tell you the corporate name of the direct air carrier that will be in operational control of the aircraft, together with any other name under which that carrier holds itself out to the public. Vale is not an air carrier and does not operate aircraft.

11.3 Insurance. Before you enter a charter contract, we provide the applicable disclosures about Vale’s brokerage insurance, including any absence of specific cover. These Terms do not represent that an aviation policy is currently bound.

11.4 On request, we will also tell you: the total cost of the charter including all taxes and fees; any charge you will pay directly to a third party; and the existence of any corporate or business relationship between Vale and the carrier that may have a bearing on our selection of that carrier.

11.5 Confirmation. Every charter is an Irreversible Transaction and passes through the Confirmation Gate (§8.3) without exception.

12. Your obligations

12.1 You will: give us accurate information, including for travel documents; comply with Supplier terms; behave lawfully and civilly toward our staff and Suppliers; and keep the Vale Channel and your membership confidential.

12.2 You will not: resell, share, or commercialise the Services; use the Services for any unlawful purpose; ask us to obtain anything by improper means; or use the Services in a way that damages our relationships with Suppliers.

12.3 Travel documents and entry requirements. You are responsible for holding valid passports, visas, permits, and health documentation. We may tell you what we understand to be required, but that is assistance, not advice, and you must verify it. We are not liable for denied boarding or entry.

12.4 Conduct toward Suppliers. Our ability to serve you depends on relationships we hold with Suppliers. Conduct that damages those relationships is a material breach.

12.5 Account security and safeguards. Protect the device and messaging account used for Vale and promptly report suspected compromise to hello@thevale.io. Do not impersonate another member, access their information, or attempt to bypass identity checks, confirmation requirements or spending limits. We may pause affected requests while verifying identity. This does not make you responsible for unauthorised actions caused by our breach of these Terms.

13. Messaging terms and consent

13.1 Consent. You select an approved service channel and consent to service messages through it during onboarding, including confirmations, itineraries and account notices. Message frequency varies; applicable carrier, platform or data charges may apply. Selecting a channel does not grant access to your wider inbox, contacts, device or calendar.

13.2 Marketing messages are separate. We will only send you promotional messages if you separately opt in. You may decline promotional messages and remain a Member with full service messaging.

13.3 STOP and HELP. Reply STOP to stop messages and HELP for help. We support the common variants (STOP, END, QUIT, CANCEL, UNSUBSCRIBE, and for help, HELP and INFO).

13.4 Revocation by any reasonable means. You may revoke your consent at any time by any reasonable means — not only by replying STOP. Telling us in words in the thread, emailing us, or telling a concierge is effective. We will honour a revocation promptly and in any event within 10 business days. You may revoke promotional messages only, or all messages; tell us which, and if it is unclear we may send a single message asking.

13.5 Effect on the Services. Withdrawing consent from one channel stops service messages through that channel. If you withdraw consent from all available service channels and no alternative is agreed, we cannot continue the messaging service and treat your instruction as cancellation under Section 6.5. Confirmed Supplier commitments remain subject to Supplier terms.

13.6 Your mobile information is not shared. We do not share your mobile number or your consent to receive messages with any third party for their marketing purposes.

13.7 Carriers. Mobile carriers are not liable for delayed or undelivered messages. We are not responsible for carrier failures (§17.4).

14. Confidentiality and discretion

14.1 Our obligation. We treat your identity, your requests, your travel, and everything we learn about you as confidential. We will not disclose that you are a Member, use your name or likeness in marketing, publish member counts, or offer you as a reference, without your prior written consent.

14.2 Our people. Everyone who works on the Services — employees, concierges, contractors, and operators — signs a written confidentiality agreement before they can access any information about you, and that obligation is perpetual.

14.3 Disclosure to Suppliers. We disclose to a Supplier only what the Supplier needs to fulfil your request. Where discretion requires it, we will make arrangements without identifying you where the Supplier permits.

14.3a Affiliation. To secure arrangements that are not otherwise available, we may tell a Supplier the category of member we are booking for — for example, that we represent professional athletes and that the booking is for a professional athlete and their family. At onboarding we ask whether you permit this, and we record your answer; you can change it at any time. We will not name you, or identify your team, club, or employer, without your specific permission for that Booking. Where you have withdrawn permission, we will tell you plainly if it limits what we can secure.

14.4 Legally compelled disclosure. We may disclose information where required by law. Where we are permitted to tell you, we will.

14.5 Your obligation. You will keep confidential any non-public information about Vale's Supplier relationships, methods, and pricing, and the identity of other Members if you learn it.

14.6 Other members. We do not tell you who else is a member, and we do not tell anyone that you are one. If we ever offer to introduce you to another member, it will be because both of you have separately agreed to that specific introduction — we will never disclose your presence, location, or identity to another member on the basis of a general permission, and never automatically.

15. Intellectual property

15.1 Vale owns the Vale name and marks, the Services, and all associated content and software, whether or not registered.

15.2 You receive a personal, non-exclusive, non-transferable, revocable right to use the Services for your own purposes during your membership. Nothing else is granted.

15.3 Feedback. If you give us suggestions, we may use them without obligation to you.

15.4 Your material and limited permission. You retain your rights in material you provide. You must have authority to share it, including information about guests and Delegates. You permit us to process it and share necessary portions with service providers and Suppliers only to handle authorised requests, operate and secure the Services, and meet legal obligations under the Privacy Policy. This permission grants no ownership, publicity rights or general-purpose AI training rights, and ends when those purposes and applicable retention requirements end.

16. Data protection

16.1 Our handling of your personal information is governed by the Privacy Policy, which forms part of this Agreement.

16.2 In summary, and without limiting the Privacy Policy: we collect what we need to serve you; we build a preference profile so you do not repeat yourself; message content is processed by automated systems including AI systems under human oversight (§3.4); we encrypt the content of your messages before storing it; we share with Suppliers only what a request requires; and we do not sell your personal information or use it for advertising.

17. Disclaimers

17.1 The Services are provided with reasonable care and skill. Except as expressly stated in this Agreement and to the fullest extent permitted by law, we disclaim all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise.

17.2 Suppliers. Suppliers are responsible for the services they provide. To the extent permitted by law, we do not assume liability for their independent acts, omissions or defaults. We give reasonable assistance with a Supplier dispute. This does not exclude liability for Vale’s own breach, negligence, misrepresentation or non-waivable duties.

17.3 Information. Recommendations, availability information, prices, and descriptions we pass on come from Suppliers and public sources. We do not warrant their accuracy.

17.4 Systems and carriers. We are not liable for failures of mobile networks, messaging carriers, internet infrastructure, or third-party platforms, or for messages that are delayed, misdirected, or undelivered for reasons outside our control.

17.5 Statutory rights preserved. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded — including non-waivable rights under the BC Business Practices and Consumer Protection Act and the consumer-protection law of your place of residence.

18. Limitation of liability

18.1 Subject to Sections 17.5 and 8.6, our total aggregate liability to you arising out of or in connection with this Agreement in any 12-month period is limited to the greater of (a) the membership fees you paid us in that period and (b) USD 25,000.

18.2 We are not liable for indirect or consequential loss, loss of profit, loss of opportunity, loss of reputation, or loss of enjoyment.

18.3 Allocation of risk. You acknowledge that the fees reflect this allocation of risk, that the amounts we arrange on your behalf may greatly exceed the fees you pay us, and that §8.6 is the specific remedy for the failure most likely to cause you loss.

19. Suspension and termination

19.1 By you. Under §6.5.

19.2 By us, for cause. We may suspend or terminate immediately for material breach, including abusive or unlawful conduct, conduct damaging to Suppliers, non-payment under §9.6, misrepresentation in your application, a sanctions match, or conduct that exposes Vale to legal or reputational risk.

19.3 By us, without cause. We may terminate on 30 days' notice. If we do, we will refund membership fees for the unexpired period and use reasonable efforts to complete or safely hand over Bookings already made.

19.4 Effect. On termination, the Services stop. Bookings already confirmed with Suppliers remain subject to Supplier terms. Amounts you owe remain payable. Any unapplied credit under §10.4 is paid to you. §§9, 10, 14, 15, 17, 18, 20, 21 and 22 survive.

19.5 Your data. On termination we retain and delete your personal information in accordance with the Privacy Policy and our legal obligations, including travel-industry record-keeping requirements.

20. Changes to these Terms

20.1 We may change these Terms. For changes that materially affect your rights, we will give you at least 30 days' notice by message to the Vale Channel and by email to the address on file, and the change takes effect at the start of the next billing month after the notice period. If you do not accept a material change, you may cancel under §6.5 before it takes effect.

20.2 Non-material changes take effect on posting.

20.3 We will keep prior versions available and will date each version.

21. Governing law and jurisdiction

21.1 This Agreement is governed by the laws of British Columbia and the federal laws of Canada applicable there, and the courts of British Columbia have jurisdiction.

21.2 Mandatory consumer law preserved. If you reside outside British Columbia, §21.1 does not deprive you of the protection of any mandatory provision of the law of your place of residence, and you may bring proceedings there where that law gives you the right.

21.3 Quebec. If you reside in Quebec, nothing in this Agreement waives any right under the Consumer Protection Act (Quebec), and any provision of this Agreement that would require arbitration or waive participation in a class action does not apply to you.

21.4 No arbitration clause. This Agreement contains no mandatory arbitration clause and no class-action waiver.

21.5 Language, and Quebec. These Terms are offered in English. We do not currently admit members resident in Quebec, because the Charter of the French Language requires that a contract of this kind be offered to a Quebec resident in French before any English version, and we do not yet offer a French version. When we do, we will offer it first.

22. General

22.1 Entire agreement. The Agreement is the entire agreement between us and supersedes prior discussions. Nothing in this clause limits liability for fraudulent misrepresentation.

22.2 Severability. If a provision is unenforceable, the rest continues in force.

22.3 No waiver. A failure to enforce is not a waiver.

22.4 Assignment. You may not assign. We may assign as described in §1.5 or in connection with a corporate reorganisation or sale, on notice to you.

22.5 Notices. We send notices to your approved channel and email on file. You may contact us at hello@thevale.io or the business mailing address identified in your membership offer. Inform us promptly if your contact details change.

22.6 Force majeure. Neither party is liable for failure to perform caused by events beyond reasonable control, including natural events, war, civil unrest, epidemic, strike, carrier failure, government action, or infrastructure failure.

22.7 Third parties. No person other than you and Vale has any right to enforce this Agreement.

22.8 Relationship. Nothing creates a partnership, joint venture, or employment relationship.