Terms of Service

1. Identity of the Firm

E-Tech Holdings, LLC is a limited liability company duly organized and existing under the laws of the State of Texas, operating under the trade name Valreti ("Valreti," "we," "us," or "our"). Valreti is a private business introduction and matchmaking firm. Valreti is not a registered broker-dealer, investment advisor, securities dealer, real estate agent, attorney, or financial institution. Nothing in these Terms or in any communication from Valreti constitutes investment advice, legal advice, financial advice, or any regulated professional service.

2. Scope of Services

Valreti's services consist exclusively of facilitating introductions between pre-qualified principals in connection with potential business transactions, including but not limited to mergers and acquisitions, joint ventures, market entry arrangements, and direct investment opportunities ("Services").

Valreti expressly does not:

• Guarantee, represent, or warrant that any introduction will result in a completed transaction
• Act as agent, representative, fiduciary, or legal counsel for either party in a transaction
• Assume any liability for the conduct, representations, solvency, or performance of any introduced party
• Provide due diligence, legal review, regulatory analysis, or financial underwriting services
• Take custody of, manage, or advise on assets of any kind

All parties are solely responsible for conducting independent due diligence and obtaining all necessary professional, legal, financial, and regulatory advice before entering into any transaction.

3. Acceptance of Terms

These Terms are binding upon any individual or entity ("Client") that engages with Valreti in any capacity. Engagement includes, without limitation, submitting an inquiry, participating in a consultation, receiving an introduction, executing a mandate agreement, or accessing any materials provided by Valreti. Where a Client acts on behalf of a company or other legal entity, that individual represents and warrants that they have full authority to bind such entity to these Terms.

4. Mandate Agreements

All formal engagements shall be governed by a written mandate agreement executed between Valreti and the Client prior to the commencement of active work ("Mandate Agreement"). In the event of any conflict between these Terms and a Mandate Agreement, the Mandate Agreement shall prevail with respect to the specific subject matter addressed therein, and these Terms shall continue to apply in all other respects.

Valreti reserves the right to decline any engagement at its sole and absolute discretion, without obligation to provide any reason for such refusal.

5. Fees and Payment

Valreti's fee structure is set forth in each Mandate Agreement. Fees may include a retainer, a success fee, or a combination thereof, as agreed in writing. Unless otherwise specified in a Mandate Agreement:

• Retainer fees are non-refundable and due upon execution of the Mandate Agreement
• Success fees are earned upon the closing of a transaction and are due within five business days of closing
• All fees are exclusive of applicable taxes, which are the sole responsibility of the Client
• Overdue amounts shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by Texas law, whichever is lower

6. Tail Period and Post-Termination Fees

A tail period of 36 months applies from the date of any introduction made by Valreti or from the termination or expiration of any Mandate Agreement, whichever is later. During this period, if the Client completes any transaction with a party introduced by Valreti, whether or not Valreti was actively involved at the time of completion, Valreti shall be entitled to its full success fee as if Valreti had remained engaged through closing.

The Client agrees to promptly notify Valreti in writing upon entering into any agreement or transaction with a Valreti-introduced party, regardless of when such introduction occurred.

7. Exclusivity

Where a Mandate Agreement provides for exclusivity, the Client agrees not to engage any other intermediary, advisor, or third party to facilitate introductions or transactions in respect of the specific mandate during the exclusivity period. Any breach of exclusivity shall not relieve the Client of any fee obligations owed to Valreti.

8. Confidentiality

All engagements are subject to Valreti's Confidentiality Protocol, which is incorporated herein by reference and forms an integral part of these Terms. In the event of any conflict between these Terms and the Confidentiality Protocol, the more protective provision shall apply.

9. Client Representations and Warranties

By engaging Valreti, the Client represents and warrants that:

• It has full legal capacity and authority to enter into this agreement and to consummate any transaction contemplated herein
• All information provided to Valreti is accurate, complete, and not misleading in any material respect
• It is not subject to any legal, regulatory, or contractual restriction that would prevent or impair its ability to engage Valreti or complete any contemplated transaction
• It will promptly notify Valreti of any material change in its circumstances that may affect its engagement
• It is not engaging Valreti for any unlawful purpose, including any purpose that would violate applicable anti-money laundering, sanctions, or anti-bribery laws

Any material misrepresentation by the Client shall entitle Valreti to terminate the engagement immediately, retain all fees paid, and pursue all available legal remedies.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Valreti's total aggregate liability to the Client in connection with any engagement, whether arising in contract, tort, statute, or otherwise, shall not exceed the total fees actually paid by the Client to Valreti in the twelve months immediately preceding the event giving rise to the claim.

In no event shall Valreti be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, or any other economic loss, even if Valreti has been advised of the possibility of such damages.

These limitations apply regardless of the form of action and shall survive the termination or expiration of any engagement.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless Valreti and its members, managers, employees, agents, and representatives from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) any breach of these Terms by the Client; (b) any misrepresentation made by the Client; (c) any transaction entered into by the Client with an introduced party; or (d) the Client's violation of any applicable law or regulation.

12. No Warranty

Valreti makes no representation or warranty, express or implied, regarding the accuracy, completeness, reliability, or fitness for any particular purpose of any information, introduction, or opportunity provided in connection with its Services. All Services are provided on an "as is" basis. Valreti does not warrant that any introduction will lead to a transaction, that any counterparty is financially sound or legally compliant, or that any transaction will be completed on terms acceptable to the Client.

13. Force Majeure

Valreti shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, governmental action, market disruption, or failure of third-party infrastructure.

14. Termination

Either party may terminate a Mandate Agreement upon written notice as provided therein. Termination shall not affect any accrued rights or obligations, including fee obligations in respect of introductions already made, tail period provisions, and confidentiality obligations. Valreti reserves the right to terminate any engagement immediately and without notice if the Client breaches any material provision of these Terms or any Mandate Agreement.

15. Governing Law and Dispute Resolution

These Terms shall be governed exclusively by the laws of the State of Texas, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to these Terms or any engagement with Valreti shall be resolved exclusively in the state or federal courts located in Harris County, Texas. Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue or jurisdiction.

The prevailing party in any dispute shall be entitled to recover all reasonable legal fees, court costs, and related expenses from the non-prevailing party.

16. Entire Agreement and Amendments

These Terms, together with any applicable Mandate Agreement and the Confidentiality Protocol, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and understandings, whether oral or written. Valreti reserves the right to amend these Terms at any time by posting an updated version on its website. Continued engagement with Valreti following such posting constitutes acceptance of the amended Terms. No waiver of any provision shall be valid unless made in writing and signed by an authorized representative of Valreti.

17. Severability and Construction

If any provision of these Terms is held to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the validity and enforceability of all remaining provisions shall not be affected. These Terms shall be construed without regard to any presumption or rule requiring construction against the party causing these Terms to be drafted.

18. Contact

All legal notices under these Terms must be delivered in writing to Valreti at inquiries@valreti.com or at 520 Post Oak Blvd, Suite 710, Houston, TX 77027. Notices sent by email are effective upon confirmed receipt.