Website Terms and Conditions of Use

Last updated: 11/21/22


These Terms and Conditions of Use and any terms and conditions incorporated herein by reference (collectively, “Terms”) govern your access to and use of liquidcollective.io (the “Website”) made available by the Liquid Foundation (“Liquid Collective,” “our,” “us,” or “we”). By accessing, browsing, or otherwise using the Website, you agree that you have read, understood and accepted all of the Terms and our Privacy Policy (the “Privacy Policy”), which is incorporated by reference into the Terms. THE TERMS CONTAIN IMPORTANT INFORMATION, INCLUDING A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER, BOTH OF WHICH IMPACT YOUR RIGHTS AS TO HOW DISPUTES BETWEEN YOU AND LIQUID COLLECTIVE ARE RESOLVED.

If you do not agree with any of these Terms, you are prohibited from accessing or using the Website.

Liquid Collective may change, amend or revise the Terms at any time, in our sole discretion. Liquid Collective will notify you of such changes by updating the terms on the Website and modifying the “Last Updated” date displayed at the beginning of the Terms accordingly. Please check the Terms frequently for changes. Any changes to the Terms will be applicable as of the date that they are made, and your continued access to or use of the Website after the Terms have been updated will constitute your binding acceptance of such changes.

If you do not agree with any of the changes to the Terms, then you should not continue to access or use the Website.


1. Eligibility

To be eligible to use the Website, you must satisfy the following requirements. You hereby represent and warrant that as of each date that you make any use or receive any benefits of the Website: (i) you are at least the age of majority in your place of residence or are of legal age to form a binding contract; (ii) you have legal capacity to enter into the Terms and be bound by them and in doing so will not violate any other agreement to which you are a party; (iii) you have not previously been suspended or removed from using the Website; (iv) you are not a resident, citizen, national or agent of, or an entity organized, incorporated or doing business in, and do not have a registered office in Iran, Cuba, North Korea, Syria, Myanmar (Burma), the regions of Crimea, Donetsk, or Luhansk, or any country or region that is the subject of comprehensive country-wide or region-wide economic sanctions by the United States (collectively, the “Restricted Territories”); (v) you are not the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) (collectively, a “Sanctioned Person”); (vi) you do not intend to transact in or with any Restricted Territories or Sanctioned Person; (vii) you are not accessing the Website on behalf of a Sanctioned Person; and (viii) your use of the Website is not prohibited by and does not otherwise violate or facilitate the violation of any applicable law or regulations, or contribute to or facilitate any illegal activity.

Liquid Collective may require, on an ongoing basis, that you demonstrate to us that you continue to meet these eligibility requirements. Liquid Collective’s decisions with respect to eligibility are final.

Liquid Collective reserves the right to terminate access to the Website at any time, with or without cause. Our grounds for terminating access to the Website may include, but are not limited to, any breach of the Terms, including without limitation, if we, in our sole discretion, believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the Website by any person or entity, or within any geographic area or legal jurisdiction, at any time and in our sole discretion. Liquid Collective will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Website being inaccessible to you at any time or for any reason.


2. Acceptable Use; Restrictions

When accessing or using the Website, you agree that you will not violate any law, contract, intellectual property or other third-party right, or commit a tort, and that you are solely responsible for your conduct while using the Website.

You may use and access the Website solely for your personal, non-commercial use. All use of the Website must be in accordance with these Terms. You may not use, copy, store, reproduce, transmit, distribute, display, modify, alter, license, sublicense, or commercially exploit the Website or any content, information, data or materials provided through the Website in any manner not expressly permitted by these Terms or the Website. You may not: (i) use any “deep link”, “page scrape”, “robot”, “spider”, or other automatic device, program, script, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Website or in any way reproduce or circumvent the navigational structure or presentation of the Website to obtain or attempt to obtain any materials, documents, or information through any means not purposefully made available through the Website; (ii) attempt to gain unauthorized access to any portion or feature of the Website, including without limitation, data or materials not intended for you, the account of any other authorized user or any other systems or networks connected to the Website or to any server used by Liquid Collective, by hacking, password “mining”, or any other illegitimate or prohibited means; (iii) violate or attempt to violate the security of the Website, including without limitation, probe, scan, or test the vulnerability of the Website or any network connected to the Website, or breach the security or authentication measures on the Website, or any network connected to the Website; (iv) attempt to interfere with the Website being provided to any user, host or network, including, without limitation, by means of submitting a virus to the Website, overloading, “flooding”, “mailbombing”, or “crashing” the Website; (v) reverse look-up, trace, or seek to trace any information on any other authorized user of or visitor to the Website; (vi) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website, or systems or networks of Liquid Collective, or networks connected to the Website; (vii) use any device, software, or routine to interfere with the proper working of the Website or any transaction being conducted on the Website, or with any other person’s use of the Website; (viii) disguise or interfere in any way with the IP address of the computer you are using to access or use the Website or that otherwise prevents Liquid Collective from correctly identifying the IP address of the computer you are using to access the Website; (ix) use the Website to harvest or collect e-mail addresses or other contact information; (x) market, co-brand, private label, separately distribute, resell, or otherwise permit third parties to access and use the Website; (xi) create an intact reproduction of a page or pages of Website into another service; (xii) use the Website in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Liquid Collective; (xiii) provide Liquid Collective false, inaccurate, or misleading information; or (xiv) engage in activity that contributes to or facilitates any of the foregoing activities.

You may not post or transmit through the Website any material which contains advertising or any solicitation with respect to products or services.

You may not, and may not permit any third party to, reverse engineer, decompile, disassemble, modify, or create works derivative of the Website or any materials trademark notices, or labels from the Website on any materials accessed through the Website.

You may not remove any proprietary notices, including copyright and trademark notices, or labels from the Website on any materials accessed through the Website.

You are solely responsible for ensuring your use of the Website is in compliance with all applicable foreign, federal, state and local laws, rules, and regulations.


3. Intellectual Property Rights

Liquid Collective owns all intellectual property and other rights in the Website and its contents, including, but not limited to, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software. Accessing or using the Website does not constitute a grant to you of any proprietary intellectual property or other rights in the Website or its contents.

You may not copy, transmit, mirror, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit the Website or any content therein, in whole or in part without the prior written consent of Liquid Collective.

If you satisfy all of the eligibility requirements set forth in the Terms and conditioned on your access to and use of the Website in compliance with the Terms, Liquid Collective hereby grants you a limited, nonexclusive, nontransferable license to (i) access and use the Website and (ii) temporarily download one copy of the materials on the Website for personal, non-commercial transitory viewing only. Such license does is subject to these Terms and does not permit you to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit the Website or any content therein, in whole or in part without the prior written consent of Liquid Collective.

The license granted under this Section will automatically terminate if Liquid Collective suspends or terminates your access to the Website. Upon termination of the license, your right to access and use the Website will also be terminated and you shall destroy any downloaded Liquid Collective materials in your possession whether the materials are printed or in electronic format.

All rights not expressly granted to you under these Terms are reserved to Liquid Collective or our applicable licensor(s) or supplier(s), as applicable.


4. Disclaimer

THE WEBSITE AND ALL MATERIALS ON THE WEBSITE ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, LIQUID COLLECTIVE DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE WEBSITE, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN. LIQUID COLLECTIVE DOES NOT REPRESENT OR WARRANT THAT ACCESS TO THE WEBSITE WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION CONTAINED IN THE WEBSITE, WHETHER MADE BY LIQUID COLLECTIVE OR A THIRD PARTY, WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT THE WEBSITE WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS. LIQUID COLLECTIVE MAY CHANGE THE MATERIALS CONTAINED ON ITS WEBSITE AT ANY TIME WITHOUT NOTICE. LIQUID COLLECTIVE DOES NOT MAKE ANY COMMITMENT TO UPDATE THE MATERIALS.

NO ADVICE, INFORMATION, OR STATEMENT THAT LIQUID COLLECTIVE MAKES SHOULD BE TREATED AS CREATING ANY WARRANTY CONCERNING THE WEBSITE.

FOR THE AVOIDANCE OF DOUBT, LIQUID COLLECTIVE DOES NOT PROVIDE INVESTMENT, TAX, OR LEGAL ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY OR RELATED TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES AND RISK TOLERANCE. THE INFORMATION ON LIQUID COLLECTIVE’S WEBSITE DOES NOT CONSTITUTE INVESTMENT ADVICE, FINANCIAL ADVICE, TRADING ADVICE, OR ANY OTHER SORT OF ADVICE, AND YOU SHOULD NOT TREAT ANY OF THE WEBSITE’S MATERIALS AS SUCH.


5. Indemnity

YOU EXPRESSLY AGREE THAT YOU ASSUME ALL RISKS IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE WEBSITE AND ANY ACTIVITIES FOR WHICH YOU USE THE WEBSITE. FURTHER, YOU EXPRESSLY WAIVE AND RELEASE LIQUID COLLECTIVE FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM OR IN ANY WAY RELATING TO YOUR ACCESS TO AND USE OF THE WEBSITE AND ANY ACTIVITIES FOR WHICH YOU USE THE WEBSITE.

You agree to hold harmless, release, defend, and indemnify Liquid Collective and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees, fines or penalties imposed by any regulatory authority or governmental agency, arising out of or relating to: (i) your access to and use of the Website; (ii) any activities that you use the Website for; (iii) your violation of the Terms, the rights of any third party, or any other applicable law, rule, or regulation; and (iv) any other party’s access to and use of the Website with your assistance or using any device or account that you own or control.


6. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL LIQUID COLLECTIVE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS TO OR USE OF THE WEBSITE, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITE, OR FROM ANY ACCESS TO OR USE OF ANY INFORMATION OBTAINED BY ANY UNAUTHORIZED ACCESS TO OR USE OF THE WEBSITE. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF LIQUID COLLECTIVE HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LIABILITY. IN ANY CASE, THE ENTIRE LIABILITY OF LIQUID COLLECTIVE AND ITS SUPPLIERS AND LICENSORS UNDER THESE TERMS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) IS LIMITED TO TWENTY-FIVE DOLLARS ($25).

LIQUID COLLECTIVE OR ITS SUPPLIERS WILL NOT BE HOLD ACCOUNTABLE FOR ANY DAMAGES THAT WILL ARISE WITH THE USE OR INABILITY TO USE THE MATERIALS ON LIQUID COLLECTIVE’S WEBSITE, EVEN IF LIQUID COLLECTIVE OR AN AUTHORIZED REPRESENTATIVE OF THIS WEBSITE HAS BEEN NOTIFIED, ORALLY OR WRITTEN, OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON CERTAIN WARRANTIES OR CERTAIN LIABILITIES AND DAMAGES. ACCORDINGLY, SOME OF THESE DISCLAIMERS AND LIMITATIONS SET FORTH IN THESE TERMS MAY NOT APPLY TO YOU.


7. Revisions and Errata

The materials appearing on Liquid Collective’s Website may include technical, typographical, or photographic errors. Liquid Collective will not promise that any of the materials in this Website are accurate, complete, or current. Liquid Collective may change the materials contained on the Website at any time without notice. Liquid Collective does not make any commitment to update the materials.


8. Third-Party Content

In using the Website, you may view content provided by third parties, including, but not limited to, links to web pages of such parties (“Third-Party Content”). Liquid Collective does not control, endorse or adopt any Third-Party Content and is not responsible for, any Third-Party Content, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, or safety of Third-Party Content, or any intellectual property rights therein. Certain Third-Party Content may, among other things, be inaccurate, misleading, or deceptive. Nothing in these Terms shall be deemed to be a representation or warranty by Liquid Collective with respect to any Third-Party Content. Liquid Collective has no obligation to monitor Third-Party Content, and we may block or disable access to any Third-Party Content at any time and in our sole discretion. In addition, the availability of any Third-Party Content through the Website does not imply Liquid Collective’s endorsement of, or our affiliation with, any provider of such Third-Party Content, nor does such availability create any legal relationship between you and any such third party. Such third parties may have a privacy policy and/or terms of use that are different from Liquid Collective’s and may provide less security than Liquid Collective. Notwithstanding anything to the contrary herein, Liquid Collective is not responsible or liable for any such differences or discrepancies within the Third-Party Content. Liquid Collective expressly disclaims any responsibility for the content, materials, accuracy of information, and/or the quality of the Third-Party Content provided by, available through, or advertised on these third-party services, or the products or services provided by any third party. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. Liquid Collective is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. YOUR USE OF THIRD-PARTY CONTENT, AND YOUR INTERACTIONS WITH THIRD PARTIES, IS AT YOUR SOLE RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS, AND POLICIES APPLICABLE TO SUCH THIRD-PARTY CONTENT (SUCH AS THE TERMS OF USE OR PRIVACY POLICY OF THE PROVIDERS OF SUCH THIRD-PARTY CONTENT).


9. Links to the Website

You may link to the Website provided that you do so in a way that indicates that the link is direct to the Website and is fair and not misleading. You may not integrate or make use of all or part of the Website in ways that would confuse or mislead visitors as to the nature and origin of the Website’s content.


10. Digital Millennium Copyright Act (“DMCA”) Notice

Liquid Collective is committed to complying with copyright and related laws, and requires all users of the Website to comply with these laws. Accordingly, you may not store any material or content or use or disseminate any material or content through the Website in any manner that constitutes infringement of third-party intellectual property rights, including rights granted by copyright law. Owners of copyrighted works who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Liquid Collective to terminate use privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to Liquid Collective by the copyright owner or the copyright owner’s legal agent.

If you feel that a posted message is objectionable or infringing, Liquid Collective encourages you to contact us immediately. Upon our receipt of a proper written notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow all other relevant procedures specified in the DMCA with regard to the claimed infringement. The designated agent of Liquid Collective (i.e., the proper party) to whom you should address such notice is listed below.

If you believe that your work has been copied and posted using the Website in a way that constitutes copyright infringement, please provide Liquid Collective’s designated agent with a written communication containing the following information:

Liquid Collective’s designated agent for notice of claims of copyright infringement can be reached as follows:

Name:
By E-mail:
[Email]

By Mail:
Liquid Collective
Leeward Management Limited of Suite 3119
9 Forum Lane, Camana Bay
P.O. Box 144
George Town, Grand Cayman KY1-9006,
Cayman Islands

Phone: [Phone Number]


11. International Users

The Website may be distributed internationally and may contain references to Liquid Collective’s services, products, and programs that are not in your country. These references do not imply that Liquid Collective intends to announce or provide the programs, products, or services in your country. Liquid Collective makes no representation that content, materials, or products available on or through the Website are appropriate or available for use outside of the United States. If you access or use the Website from a location outside the United States, you are responsible for compliance with applicable laws, including local laws regarding online conduct and content and product use, and U.S. export laws and regulations.


12. Arbitration; Class Action and Jury Trial Waiver

Any dispute, claim, or controversy between you and Liquid Collective arising in connection with or relating in any way to these Terms or access to or use of the Website shall be determined by mandatory final and binding arbitration. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You must bring any and all disputes against Liquid Collective against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. Any arbitration shall occur in New York, New York. Arbitration shall be conducted confidentially by a single arbitrator in accordance with the rules of JAMS.

Liquid Collective reserves the right to update, modify, revise, suspend, or make any future changes to the Terms regarding arbitration. You hereby consent and agree that it is your responsibility to ensure that your understanding of this Section is up to date. Your continued access to and use of the Website shall be deemed to be your acceptance of any modifications to the Terms regarding arbitration.


13. Your Privacy

Please read our Privacy Policy. You agree to the collection, use, storage, and disclosure of your data in accordance with the Privacy Policy.


14. Governing Law

You agree that the laws of New York, without regard to principles of conflict of laws, govern the Terms and any dispute between you and Liquid Collective.


15. Entire Agreement

The Terms, including the Privacy Policy, constitute the entire agreement between you and Liquid Collective with respect to the subject matter hereof, including the Website. The Terms, including the Privacy Policy, supersede any and all prior or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of the Terms.

Liquid Collective’s failure or delay in exercising any right, power, or privilege under the Terms shall not operate as a waiver thereof.

The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.

Headings of sections are for convenience only and shall not be used to limit or construe such sections.

Liquid Collective reserves the right to assign or transfer any and all of its rights under these Terms, in whole or in part, without obtaining your approval. You may not assign any rights and/or licenses granted under the Terms without prior written consent from Liquid Collective, including by operation of law or in connection with any change of control.

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