Please read these Terms of Service (“Agreement” or “Terms”) carefully. This Agreement is between you and LiquiFi, Inc., together with its subsidiaries and affiliates, (“LiquiFi”, “we”, “our” or “us”), operators of the LiquiFi Digital Asset (as defined below) management platform (the “Platform”) currently available at liquifi.finance.
BY USING OR ACCESSING THE PLATFORM, OR RECEIVING SERVICES (AS DEFINED BELOW), YOU ARE AGREEING THAT THESE TERMS GOVERN YOUR USE OF THE PLATFORM AND RECEIPT OF THE SERVICES, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY AND CAPACITY TO ENTER INTO THESE TERMS. IF YOU DISAGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, DO NOT LOG INTO AND/OR USE THE SITE.
This Agreement hereby incorporates by this reference any additional terms and conditions with respect to the Platform or Services, posted by LiquiFi to the Platform, or otherwise made available to you by LiquiFi, including without limitation, during the creation, acquisition, transfer, or modification of certain Digital Asset, our online and/or mobile services, and software provided on or in connection with those Services.
If you are an individual accessing or using the Platform and Services on behalf of, or for the benefit of, any corporation, partnership, joint venture, association, limited liability company, trust, unincorporated organization or other entity or organization with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Platform or Services and to any such Organization.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.
Description of the Platform and Services
LiquiFi offers a Digital Asset management tool for Organizations, which includes, but is not limited to, enabling (i) Organizations to distribute Digital Assets to their constituents, (ii) users, including both of the distributing Organization and the receiving person or Organization, to track Digital Asset issuances and vesting schedules, (ii) distributors of Digital Assets to implement and control transfer restrictions in connection with the distribution of Digital Assets, including, but not limited to, vesting schedules and lock-ups, and (iii) distributors of Digital Assets to calculate withholding obligations with respect to the distribution of Digital Assets (collectively, the “Services”). “Digital Asset” means a digital asset (also known as, “cryptocurrency,” “virtual currency,” or “tokens”), such as bitcoin or ether, which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network (also known as a “blockchain”).
We may, in our sole and absolute discretion, without liability to you or any third-party, refuse to let you use of the Platform and/or one or more of the Services. Such actions may be taken as a result of a number of factors, including without limitation legal/regulatory requirements or demand, our discretion, or your violation of the terms of this Agreement. We may also temporarily suspend your access to the Platform and/or Services if a technical problem so requires.
Purchases and Payments
The Platform may contain the option for you to purchase certain of LiquiFi’s products and Services. The applicable fees (and any applicable discounts, if available), license or subscription period, renewal opportunities, and permitted payment methods (e.g., credit or debit) will be specified on the Platform. All purchases are final and there will be no refunds, credits, or cancellations except as otherwise expressly disclosed at the time of purchase, indicated by LiquiFi in writing, or as may be required under applicable law. All transactions are void where prohibited by law. Liquifi may request further information from you in order to confirm the order and method of payment. LiquiFi reserves the right to terminate or suspend access to the Platform or any related license, subscription, product, or service if you fail to pay any amounts when due. You shall reimburse Liquifi for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. Unless otherwise specified herein, all payment obligations with respect to amounts due to LiquiFi in connection with the Content shall survive the expiration or termination of these Terms for any reason.
Upon placing an order, you agree to pay using the payment methods indicated and grant authorization to LiquiFi and/or the applicable third party payment-processor to charge your selected payment methods. LiquiFi and/or the applicable third-party payment processor shall charge, and you shall be responsible for, all taxes, tariffs, levies, or duties applicable to your payment. Unless otherwise expressly indicated at the time of purchase, all transactions listed through the Platform are denominated in U.S. dollars. You are responsible for: (i) the accuracy of all credit and debit card information or other payment method information that you provide to us; and (ii) maintaining the confidentiality and security of your account information, including without limitation with respect to payment methods. You should not disclose your payment information to anyone. If your account information is lost or stolen, anyone who obtains possession of either could utilize the payment methods associated with your account. You are responsible for all transactions on your account, including unauthorized transactions.
To the extent any fees due and payable to LiquiFi are paid in Digital Assets, such fees shall be denominated in such Digital Asset or, to the extent such fees are denominated in USD, the fair market value of a Digital Asset used to pay a fee shall be determined by LiquiFi in its reasonable discretion.
While you may always browse public-facing portions of the Platform without registering for an account with us, in order to access certain portions of the Platform or Services, LiquiFi may require you to register an account with us (an “Account”).
You are responsible for the security of your Account and are fully responsible for all activities that occur through the use of your Account. You agree to notify us immediately at firstname.lastname@example.org if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. We will not be liable for any loss or damage arising from unauthorized use of your credentials. You may be required to create and provide separate log-in credentials to access third-party services.
We reserve the right to disallow, cancel, remove, or reassign certain usernames and other information associated with an Account in appropriate circumstances, as determined by us in our sole and absolute discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which would or might constitute a violation of this Agreement, cause damage to or impair the Platform or Services, infringe or violate any third-party rights, damage or bring into disrepute the reputation of LiquiFi, or violate applicable law. These determinations will be made in LiquiFi’s sole and absolute discretion. If messages sent to the email address you provide are returned as undeliverable, then we may terminate your Account immediately without notice to you and without any liability to you or any third-party.
Wallets, Ownership and Control of Digital Assets
In addition to creating an Account, you may be required to connect a Digital Asset wallet (a “Wallet”) to your account in order to enable some features of the Platform. Any failure to connect your Wallet to your Account may result in you not being able to use the certain features of the Platform.
You acknowledge and agree that LiquiFi does not control or have access to your Wallet, and LiquiFi is unable to exert any control over your Wallet.
In the event LiquiFi creates software to hold your Digital Asset (a “Smart Contract”) for the purpose of enabling certain features of the Platform, you acknowledge and agree, that LiquiFi does not retain any access and / or control over such Smart Contract. Any control over a Smart Contract shall be vested in the user that so requests the creation of the Smart Contract from LiquiFi. LiquiFi shall not have any control over such Smart Contracts, nor will LiquiFi have the ability to reverse any transactions associated with the Smart Contracts.
We are not an insured financial institution. LiquiFi does not know or have access to the private keys to the Wallets you connect to the Platform. You are exclusively responsible for maintaining the confidentiality and security of your Wallets, Accounts and / or devices you use to access the Platform. You are also responsible for maintaining the security of the Wallets you utilize in connection with the Platform.
Title to your Digital Assets shall at all times remain with you and shall not transfer to LiquiFi. As the owner of Digital Assets, you shall bear all risk related to the Digital Assets in your Account. LiquiFi shall have no liability for Digital Asset value fluctuations. None of the Digital Assets are the property of, or shall or may be loaned to, LiquiFi; and LiquiFi does not represent or treat any Digital Assets in your Account as belonging to LiquiFi. LiquiFi may not grant a security interest in the Digital Assets held in your Account. Except as required by a facially valid court order, or except as provided herein, LiquiFi will not sell, transfer, loan, hypothecate, or otherwise alienate Digital Assets unless instructed by you. You control the Digital Assets held in your LiquiFi account
Security and Accuracy of your Account and Wallet
You are responsible for maintaining the confidentiality and security of your Accounts, Wallets or devices you use to access the Platform and Services. You are also responsible for ensuring that no unauthorized person has access to any device that you utilize in connection with the Platform and Services. We will not be liable for any loss or damage arising from your failure to protect your Account or Wallet.
It is your sole responsibility to provide accurate information for creation and maintenance of your Account. You are solely responsible for ensuring the accuracy and completeness of all information and materials that you provide to use in connection with your use of the Platform or Services. You represent and warrant that (i) all such information and materials are true, accurate, and complete in all respects, comply with applicable law and do not violate or infringe any third-party rights, and (ii) you will immediately notify us about, and correct, and inaccuracy in any such materials or information.
The Platform and Services are subject to all applicable export control restrictions, and, by using the Platform and/or Services, you represent that your actions are not in violation of such export control restrictions. Without limiting the foregoing, you may not use the Platform or Services if you are: (i) a resident, national or agent of Crimea, Cuba, Donetsk, Iran, Luhansk, North Korea, Syria or any other country or region to which the United States embargoes goods or imposes similar sanctions (“Restricted Jurisdictions”); (ii) a member of any sanctions list or equivalent maintained by the United States government (“Restricted Persons”); or (iv) you intend to transact with any Restricted Jurisdictions or Restricted Persons.
Certain features of the Platform may permit you to upload, post, display, transmit, or otherwise provide certain requested information, content, links, files, or other materials to the Platform as part of messaging, review, comment, discussion board, or similar functionality on the Platform, and/or as part of a survey, questionnaire, promotion, or request for feedback or input regarding the Platform (each a “Submission” and collectively “Submissions”).
You hereby grant to LiquiFi a royalty-free, fully transferable, fully sublicensable license to use, display, copy, perform, reproduce, modify, record, distribute, and create derivative works of Submissions in connection with: (i) LiquiFi’s operation of the Platform and its features and functionalities; (ii) LiquiFi’s development, promotion, and implementation of its products, services, programs, and events; and (iii) LiquiFi’s research, development, and other business operations.
In addition, you agree that you will not upload, post, display, or transmit any Submission(s) that:
- Is illegal, defamatory, deceptive, fraudulent, discriminatory, tortious, obscene, pornographic, or otherwise objectionable;
- Infringes, misappropriates, or otherwise violates the personal or proprietary rights of others;
- Contains any virus, malware, worm, trojan horse, disabling device, or any other harmful or malicious script, code, or tool;
- Impersonates any person or entity or falsely states or otherwise misrepresents Your affiliation with a person or entity;
- Contains unsolicited communications, promotions, or advertisements, or spam;
- Harms, harasses, threatens, or violates the rights of any third party, or promotes, provokes, or incites violence;
- Constitutes false advertising, false endorsement, or is otherwise false, misleading, or likely to cause consumer confusion; or
- Manipulates data or identifiers in order to misrepresent or disguise the origin of the Submission.
LiquiFi may screen, review, edit, moderate, or monitor your Submissions from time to time at its discretion, but has no obligation to do so. In any event, LiquiFi is not responsible to you under these Terms for your or any other user’s Submissions, and shall have no liability or responsibility for the quality, content, accuracy, legality, or effectiveness of any Submissions. You acknowledge and agree that LiquiFi shall have no obligation of confidentiality whatsoever with respect to your Submissions.
By uploading, posting, displaying, transmitting, or otherwise providing a Submission to the Platform, you represent and warrant that: (i) you possess all legal rights required to upload, post, display, and/or transmit each Submission and permit LiquiFi to use such Submission as set forth herein (including without limitation any necessary third-party license rights or required consents under applicable law); (ii) each Submission is in full compliance with all applicable laws and regulations; and (iii) your Submissions do not infringe, misappropriate, or otherwise violate the personal or proprietary rights of any third party.
In connection with your use of the Platform and/or Services, you will not:
- Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Platform or Services;
- Repost, delete, or alter any content or material that LiquiFi makes available on the Platform and/or Services;
- Infringe upon our or any third-party’s copyright, patent, trademark, or other intellectual property rights;
- Restrict or inhibit any other person from legal use of the Platform or Services;
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Platform or Services except as expressly authorized herein, without LiquiFi’s express prior written consent;
- Reverse engineer, decipher, decompile or disassemble any portion of the Platform, except to the extent such restriction is expressly prohibited by applicable law;
- Remove any copyright, trademark or other proprietary rights notice from the Platform or Services;
- Frame or mirror any portion of the Platform or Services, or otherwise incorporate any portion of the Platform into any product or service, without LiquiFi’s express prior written consent;
- Restrict, discourage or inhibit any person from using the Platform or Services;
- Systematically download and store content from the Platform or Services;
- Use any robot, spider, Platform search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine”, or otherwise gather content on the Platform or Services (including Submissions), or reproduce or circumvent the navigational structure or presentation of the Platform, without LiquiFi’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with applicable law and any instructions posted in the robots.txt file located in the Platform’s root directory, LiquiFi grants to the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. LiquiFi reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
- Take any action that imposes an unreasonable or disproportionately large load on our infrastructure or that of our nodes, or detrimentally interfere with, intercept, or expropriate any system, data or information;
- Post, transmit or otherwise make available through or in connection with the Platform or Services any virus, worm, trojan horse, easter egg, time bomb, spyware, ransomware, malware, or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
- Otherwise attempt to gain unauthorized access to or use of the Platform, other Accounts, or computer systems connected to the Platform; or
- Engage in any behavior which violates this Agreement or is otherwise deemed unacceptable by us in our sole discretion.
Reservation of Rights
LiquiFi reserves the right to bar any transactions on the Platform, for or with, any user with or without cause, at any time, subject to any limitations imposed by applicable law. In lieu of refusing access to the Platform or Services, LiquiFi may, in its sole and absolute discretion, perform due diligence. You may be subject to due diligence procedures in your use of the Platform or Services. If you decline to provide requested information or otherwise do not reply timely or substantively with the documentation or data requested, LiquiFi has the absolute discretion to immediately suspend or terminate your Account.
Intellectual Property Rights
The Platform and its entire contents, features, and functionality (including but not limited to all Services, information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof and with the exception of User Content), are owned by LiquiFi, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. LiquiFi grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Platform or Services solely in strict compliance with the provisions of this Agreement and as permitted by the functionalities of the Platform or Services available to you.
LiquiFi’s name and all related names, logos, product and service names, designs, and slogans are trademarks of LiquiFi, its Affiliates, or licensors (collectively, “Associates”). You must not use such marks without the prior written permission of LiquiFi. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.
LiquiFi reserves all rights not expressly granted to you in this section. Accordingly, nothing in this Agreement or on the Platform or through the Services will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Platform or any LiquiFi intellectual property located or displayed on or within the Platform or Services.
Indemnification and Release
LiquiFi and its past, present and future partners, parents, subsidiaries, affiliates and joint venturers, as well as all of their respective past, present and future its officers, directors, agents, employees, representatives, attorneys, predecessors, successors and assigns, whether acting in the course and scope of employment, and all persons acting by, through, under, or in concert with any of them (collectively, the “LiquiFi Affiliates”), are not liable for any damages that may arise out of or in connection with your use of the Platform or Services. This includes, but is not limited to, claims, applications, injuries, delays, direct loss, loss of business or profits, business interruption costs, loss of goodwill or business profits, loss of Digital Assets, damage caused by your computer, computer software, systems and programs, and the data thereon or any other direct or indirect, consequential and incidental damages. In addition, the LiquiFi Affiliates are not liable for any losses incurred, either directly or indirectly through your use of the Platform or any of its functions and features (collectively, all of the foregoing items shall be referred to herein as “losses”). The LiquiFi Affiliates are hereby released by you from liability for any and all losses. These limitations of liability apply whether the liability or losses are based on negligence, contract, tort, or any other basis, even if the LiquiFi Affiliates had been advised or should have known of the possibility of such losses.
You agree to indemnify and hold the LiquiFi Affiliates harmless from any claim or losses (including attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising out of your negligence, breach of this Agreement, or your violation of any law or regulation.
If you have a dispute with one or more user, distributors of Digital Assets on the Platform or other third-parties, you release the LiquiFi Affiliates from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL LIQUIFI, ITS ASSOCIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, OR THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Disclaimer of Warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE PLATFORM, SERVICES, AND ANY CONTENT IS AT YOUR SOLE RISK. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER LIQUIFI NOR ITS ASSOCIATES MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, ABOUT THE PLATFORM OR SERVICES. THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER LIQUIFI NOR ITS ASSOCIATES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR SERVICES. WITHOUT LIMITING THE FOREGOING, LIQUIFI AND ITS ASSOCIATES DO NOT REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM, SERVICES, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE PLATFORM OR SERVICES, AND LIQUIFI MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. LIQUIFI PROVIDES NO GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. LIQUIFI EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE PLATFORM OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIQUIFI AND ITS ASSOCIATES ALSO DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.
We do not guarantee continuous, uninterrupted or secure access to any part of the Platform or Services, and operation of our Platform and Services may be interfered with by numerous factors outside of our control, including regulatory reasons and issues with the LiquiFi Platform. We will make reasonable efforts to ensure that transactions are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete transactions.
Representations & Warranties
You represent and warrant to LiquiFi each time you use the Platform or Services as follows:
- That, if you are an individual user of the Platform or Services, you are 18 years of age or older;
- That, if you are using the Platform or Services on behalf of an Organization (i) such Organization is duly organized and validly existing under applicable law of the jurisdiction of its organization; and (ii) you are duly authorized by such Organization to act on its behalf;
- That you are not subject to a Restricted Jurisdiction;
- That you are not otherwise prohibited by applicable law from using the Platform and Services;
- That you understand the risks associated with using the Platform and Services;
- That you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding this Agreement, Platform, and Services;
- That you will not use the Platform or Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable law, or to deal in any unlawful property, funds, or proceeds;
- That you will not falsify any registration details provided to LiquiFi;
- That neither you nor any of your affiliates has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value, including, but not limited to, any Digital Asset, to a government official or individual employed by another entity in the private sector in violation of any applicable law;
- That you consent to any and all tax and information reporting under applicable law;
- That neither you nor any of your affiliates will use the Services directly or indirectly (i) on behalf of or for the benefit of any person subject to the jurisdiction of a Restricted Jurisdiction; (ii) in violation of or as prohibited, restricted, or penalized under applicable law; or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable law.
- That you will not falsify or materially omit any information or provide misleading or inaccurate information requested by LiquiFi in the course of, directly or indirectly relating to, or arising from your activities on the Platform, including but not limited to, registration or other due diligence process, and that if any information provided to LiquiFi becomes incorrect or outdated, you will promptly provide corrected information to LiquiFi; and
- That you will accurately and promptly inform LiquiFi if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.
Data Protection and Security
If you suspect that your Account or any of your security details have been compromised, or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or LiquiFi, you must notify LiquiFi as soon as possible by email and provide accurate information throughout the duration of the incident or breach.
Please note that it is our policy to comply with all facially valid subpoenas, court orders or binding orders issued to us by law enforcement agencies and other government authorities. This may affect your access to your account and our Services. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our compliance with applicable law, the guidance or direction of any regulatory authority or government authority, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.
Comments and Questions
If you choose to provide us with input or suggestions regarding problems with or proposed modifications or improvements to the Platform or Services (“Feedback”), then you grant to us a non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, and global right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution, or fees due to you.
Governing Law; Venue and Arbitration
Any controversy or claim arising out of or relating to these Terms, or the breach hereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration prevents you from suing in court or from having a jury trial.
In addition, you agree:
- To attempt informal resolution prior to any demand for arbitration;
- That any arbitration will occur in the United States;
- That any arbitration will be conducted confidentially by a single arbitrator, selected by a third-party arbitration forum;
- That you cannot litigate any disputes arising from your use or access to the Platform through class action lawsuits;
- That the state and federal courts in San Francisco, California, United States have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration;
- That the arbitrator has the authority to grant any remedy that would otherwise be available in court; and
- That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses.
Any dispute between the parties will be governed by these Terms and the laws of the State of California, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
You will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
Class Action Waiver
BY USING THIS SITE AND AGREEING TO THESE TERMS, YOU HEREBY WILLINGLY, EXPRESSLY, AND KNOWINGLY WAIVE ALL RIGHT TO BRING OR PARTICIPATE IN ANY CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR PRIVATE ATTORNEY-GENERAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PLATFORM. YOU MAY NOT BRING ANY CLAIM, SUIT, OR OTHER PROCEEDING TO ENFORCE THESE TERMS AS THE MEMBER OF ANY CLASS OR AS PART OF ANY SIMILAR COLLECTIVE OR CONSOLIDATED ACTION.
Termination and Suspension
These Terms are effective until terminated by us. LiquiFi, in its sole discretion, has the right to terminate your access to the Platform or Services, or any part thereof, immediately at any time. We reserve the right, in our sole and absolute discretion, to restrict, suspend, or terminate your access to all or any part of the Platform or Service, or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third-party on or through the Platform. We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability.
LiquiFi is not liable to you or any third-party for termination of your access to the Platform or Services, or any part thereof. If you object to any of the requirements, statements, or obligations of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Platform or Services in any way, your only recourse is to immediately discontinue use of the Platform and/or Services. Upon termination of these Terms, you will cease all use of the Platform and Services.
You may terminate this Agreement by sending written notification to us at email@example.com and terminating your use of the Platform and Services.
Relationship of the Parties
You agree that no joint venture, partnership, employment or agency relationship exists between you and LiquiFi as a result of this Agreement or use of the Platform or Services.
We shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, war, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.
ANY DISPUTE YOU HAVE WITH ANY THIRD-PARTY, INCLUDING, BUT NOT LIMITED TO, OTHER USERS, IN CONNECTION WITH YOUR USE OF THE PLATFORM OR SERVICES IS DIRECTLY BETWEEN YOU AND SUCH THIRD-PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE LIQUIFI AND ITS ASSOCIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (DIRECT, INDIRECT, AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder without the prior express written consent of LiquiFi. LiquiFi may assign this Agreement, including all its rights hereunder, without restriction.
We reserve the right to change this Agreement at any time upon notice. We may give notice by posting the updated Agreement on the Platform or by any other reasonable means. You can review the most current version of this Agreement at any time. This Agreement in effect at the time of your use of the Platform apply. Updated versions of the Agreement are binding on you with respect to your use of the Platform on or after the date indicated in the updated Agreement. If you do not agree to the updated Agreement, you must stop using the Platform. Your continued use of the Platform after the date of the updated Agreement will constitute your acceptance of the updated Agreement.
The respective indemnities, representations, warranties and agreements of the parties hereto or made by or on behalf of the parties hereto pursuant to this Agreement will survive the termination of this Agreement indefinitely and will remain in full force and effect and all defined terms used therein will survive the termination of this Agreement indefinitely.
Waiver and Conflict
No waiver of by LiquiFi of any term or condition set out in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of LiquiFi to assert a right or provision under these Terms will not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and us and any affiliates which each shall be a third-party beneficiary of this Agreement, and no other person shall assert any rights as a third-party beneficiary hereunder.
Questions & Comments
If you have any questions or comments about these Terms, please contact us at firstname.lastname@example.org.