Valterra Partners
Investor Portal Terms of Service

These investor portal terms of service (“Terms”) are a legal agreement between you (“you”, “your”) and Valterra Partners LLC (“Valterra”, “us”, “our”, or “we”) and govern your use of the investor portal made accessible at https://investor.valterrapartners.com/users/sign_in (the “Services”). Please read them carefully.

As a convenience to our investors, we make available the investor portal Services which are provided by our fund administrator Gen II Fund Services, LLC (“Gen II”) and its affiliate Update Capital, Inc. (“Update Capital”). The Services will allow you to access and download information and documents related to your investments, and facilitate electronic communications and delivery of information and documents between you and Valterra.

To use the Services, you are required to agree to these Terms and all other terms applicable to your use of the Services, including our Investor Portal Privacy Policy as well as Update Capital’s Terms of Service and Privacy Policy. If you use the Services on behalf of a business, you represent that you have the authority to bind that business to the Terms and that business accepts the Terms.

If you do not agree with these Terms you may not use the Services.

When you log-in to the Services, you are leaving our website and entering a third-party service, which is hosted under the domain updatecapital.com. You acknowledge and agree that the investor portal Services are provided by Gen II and Update Capital, not Valterra.

1. Your Account
Prior to your first use of the Services, we will create an account for you (your “Account”) and send you a welcome email with a link to set a new password for your Account. You are responsible for maintaining the confidentiality of your password. You must treat your login credentials as confidential, and you may not disclose them to any other person or entity. You acknowledge that your Account is personal to you and agree not to provide any other person with access to the Services using your login credentials. You agree to notify us immediately of any unauthorized access to or use of your Account or credentials or any other breach of security related to the Services. Notwithstanding the foregoing, you agree that you are responsible for all activity that occurs using your credentials, including for any actions taken by persons to whom you give access to your Account.

2. Communications
You consent to accept and receive communications from us, Gen II and each of our affiliates in connection with the Services, including by email, text messages, calls, and push notifications to the email address and/or telephone number(s) you may provide to us. Such communications may include, but are not limited to requests for secondary authentication, receipts, reminders, and notifications regarding updates to your Account or support. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.

3. Consent to Electronic Delivery
Account Communications. Valterra at its discretion, may provide you with Account Communications relating to your investments with Valterra, in electronic form, such as e-mail or via the Services, in lieu of or in addition to sending such communications as hard copies via fax or mail. You may revoke or restrict your consent to electronic delivery of Account Communications at any time by notifying us in writing. “Account Communications” means all current and future account statements; the operating agreement (including all supplements and amendments thereto); notices (including privacy notices); letters to investors; annual audited financial statements; regulatory communications and other information, documents, data and records regarding your investment with Valterra. While there is no additional charge for electronic delivery via e-mail or the Services, you may incur charges from your internet service provider or other internet access provider.

If you request that we send Account Communications via e-mail, you acknowledge that e-mail messages are not a secure form of communications and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, interfered with or deleted without the knowledge of the sender or the intended recipient. We make no warranties in relation to these matters. You acknowledge, agree and accept that neither Valterra nor providers of Third Party Services will be liable for any interception of Account Communications sent by e-mail or any loss by you due to the interception of such Account Communications. We reserve the right to intercept, monitor and retain e-mail messages to and from our systems as permitted by applicable law. If you have any doubts about the authenticity of an e-mail purportedly sent by us, you must contact the purported sender immediately. You agree to promptly notify us in writing if your e-mail address changes.

Schedules K-1. If we are required to deliver Schedules K-1 (Member’s Share of Income, Deductions, Credits, etc.) to you, you consent to receive Schedules K-1 electronically via e-mail, the Services, and/or another electronic reporting medium in lieu of paper copies. You agree that you will confirm this consent electronically at a future date in a manner set forth by Valterra at such time.

4. Conditions on Use of the Services
You agree to use the Services in accordance with the Terms and only for lawful purposes. You also agree that you are responsible for obtaining the technology, such as a computer and Internet connection, needed to use the Services.

5. License
We grant you a limited, non-exclusive, revocable license to access and use the Services. We may terminate your license at any time for any reason.

6. Intellectual Property
Nothing in the Terms shall be construed as conferring any license to any of our intellectual property rights, or those of a third party, other than for your limited use of the Services in accordance with these Terms. As used in the Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

You agree that certain content made available to you through the Services is protected by Intellectual Property Rights (“Protected Content”). You agree not to modify, alter, remove, or deface any of the Protected Content, including trademarks, service marks, and logos displayed through the Services. You agree to only use the Protected Content for the limited purpose for which it is made available to you. You also agree not to use the Protected Content in a way that cause or is likely to cause confusion regarding the owner or authorized user of the Protected Content. You also agree not to defame or disparage Valterra or our trademarks or service marks, name, or any aspect of the Services or our company. You agree not to adapt, translate, modify, decompile, disassemble, copy, create derivative works of, or reverse engineer the Services or any software or programs used in connection with the Services.

You may submit feedback, comments, suggestions or ideas about the Services (“Feedback”) through the Services or to us directly by email or otherwise. Submitting Feedback is entirely voluntary, and we will be free to use your Feedback as we see fit without any obligation to you.

7. Termination of Services
We may terminate your use of the Services without notice for any reason or no reason, and without liability to you or any third party, including if we have reason to believe that you have violated these Terms.

8. Changes to the Terms
We may change the Terms at any time, in whole or in part, by posting an updated version of the Terms on our website (“Updated Version”). The Updated Version is effective as of the date it is posted on the website but it will not apply retroactively. Your continued use of the Services after the posting of an Updated Version constitutes your acceptance of such revised version. Any change to the Disputes section of the Terms does not apply to disputes arising prior to such change.

9. Indemnification
You agree to indemnify and hold Valterra, its parents and subsidiaries, and each of their respective members, officers, directors, employees, agents, co-branders, content licensors and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of the Services; (b) your breach of the Terms; (c) your violation of any rights of another individual and/or entity; and (d) any dispute between you and any other user of the Services. The provisions of this Indemnification section are for the benefit of Valterra, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

10. Disclaimer of Warranties
THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, VALTERRA MAKES NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) WILL HAVE SECURITY METHODS EMPLOYED THAT WILL BE SUFFICIENT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF SAME, OR AGAINST INFRINGEMENT; AND/OR (E) WILL BE ACCURATE OR RELIABLE. VALTERRA WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH YOUR USE OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VALTERRA OR OTHER USERS OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

11. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT VALTERRA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VALTERRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DEFECT OR FAILURE OF DATA, INFORMATION, CONTENT AND/OR ANY OTHER SERVICES OBTAINED THROUGH THE SERVICES; AND (C) ANY OTHER MATTER RELATING TO THE SERVICES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE VALTERRA FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PRECLUDE SUCH LIMITATION, THE MAXIMUM LIABILITY OF VALTERRA TO YOU UNDER ANY AND ALL CIRCUMSTANCES ARISING OUT OF OR RELATING TO THE SERVICES WILL IN NO CASE EXCEED ONE HUNDRED DOLLARS (US $100). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE SERVICES MAY BE BROUGHT BY YOU OR VALTERRA MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND VALTERRA. ACCESS TO THE SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS VALTERRA’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Disputes
For any dispute you may have with Valterra, we encourage you to contact us to resolve issues amicably. If we are unable to reach an informal resolution, this section governs any legal disputes between us regarding your use of the Services.

Any claim arising out of or relating to the Terms, or the breach thereof, shall be settled exclusively by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be in the [State of Texas]. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration provided the prevailing party in any such arbitration shall be entitled to recover from the other party its costs and expenses, including reasonable attorneys’ fees. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

These Terms shall be enforced, governed and construed in all respects in accordance with the internal laws of the State of Delaware, without giving effect to the choice of law or conflict of law rules or laws of such jurisdiction.

You hereby waive your rights to trial by jury.

To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Valterra and/or its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorneys’ fees and court costs that Valterra incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (i) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action; and (ii) is an independent agreement.

13. Miscellaneous
Entire Agreement; Conflicts. The Terms, including any additional policies or terms incorporated herein by reference, constitute the entire agreement between us with respect to the Services. [The Terms are in addition to any other agreements between you and Valterra, including any subscription agreements. In the event of a conflict between these Terms and such other agreements, these Terms will prevail with respect to any claims arising out of or related to your use of the Services only.]

Severability. If any part of the Terms is held to be invalid, illegal, or unenforceable, then the remaining provisions of the Terms remain in full force. Notwithstanding anything herein to the contrary, the “Disclaimer of Warranties” and “Limitation of Liability” sections shall survive the termination of the Terms.

Assignment. You and the persons you represent may not assign the Terms or your rights and obligations under it without our express prior written consent. We may withhold this consent in our sole discretion. We may assign the Terms and our rights and obligations under it without your consent or the consent of any persons or business you represent.

Headings. Headings contained in the Terms are for reference and convenience purposes only. They do not limit or change the meaning or interpretation of the Terms.

No Waiver. No part or section of the Terms may be waived unless expressly agreed to in writing by you and Valterra. Our failure to enforce any provision of the Terms will not be a waiver of our right to act on subsequent breaches or similar breaches. Our failure to enforce any provision of the Terms will not be a waiver of our right to enforce that provision in the future.

14. Contact Information
If you have any questions about the Services or the Terms, please feel free to contact us by email at info@valterrapartners.com or by mail at Valterra Partners, 515 Congress Avenue, Suite 1125, Austin, TX 78701.

Last Updated: April 5, 2024