Liquidly, Inc. Terms of Service Agreement

Last Updated: June 10, 2020

Welcome to Liquidly, a site operated by Liquidly, Inc. (together with its subsidiaries and affiliates, “Liquidly,” “us,” and “we”). Liquidly operates a proprietary trading platform (the “Platform”) to allow for primary offerings and/or secondary trading of interests in private funds and other assets or products as may be offered from time to time.

PLEASE READ THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS WEBSITE AND ANY OTHER WEBSITES OF LIQUIDLY, ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY LIQUIDLY. THIS AGREEMENT GOVERNS YOUR USE OF THE WEBSITE, THE PLATFORM, AND THE SERVICES, INFORMATION AND CONTENT AVAILABLE OR ENABLED VIA THE WEBSITE OR PLATFORM (THE “SERVICES”). BY COMPLETING THE REGISTRATION PROCESS OR ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH LIQUIDLY, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE AGREEMENT. THE TERM “YOU”, “YOUR” , “YOURSELF” OR “USER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED FOR THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS WEBSITE, PLATFORM OR THE SERVICES.

PLEASE BE AWARE THAT SECTION 13 OF THIS AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

Your use of, and participation in, the Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Agreement or will be presented to you for your acceptance prior to using the Services. If the Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. All Supplemental Terms are hereby incorporated into this Agreement by reference. This Agreement and any applicable Supplemental Terms are referred to herein as the “Terms.”

PLEASE NOTE THAT The Terms are subject to change by LIQUIDLY in its sole discretion at any time . When changes are made, Liquidly will make a new copy of the Agreement available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website or in the manner specified in the applicable Supplemental Terms. We will also update the “Last Updated” date at the top of the Agreement. If we make material changes to the Agreement, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account (as defined in Section 2.1) or another manner through the Services (which may include posting an announcement on our Website). Liquidly may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, Platform and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you agree to stop using the Website, Platform and the Services. Otherwise, your continued use of the Website, Platform or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. Use of the Services

The Website, the Platform, the Services, and the information and content available on the Website, Platform and the Services (as these terms are defined herein) (collectively, the “Liquidly Properties”) are protected by intellectual property laws. Subject to the Terms, Liquidly grants you a limited license to use the Liquidly Properties solely for your business purposes. Unless otherwise specified by Liquidly in a separate license, your right to use any Liquidly Properties is subject to the Terms. Nothing in this Agreement constitutes an undertaking by Liquidly to provide updates or modifications to the Services or to continue providing the Services in the future. Liquidly, in its sole discretion, may change or discontinue the Services without notice to You.

1.1 Updates Liquidly may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services (“Updates”). These Updates may be automatically installed without providing any additional notice or receiving any additional consent. Under this Agreement, you consent to these automatic updates. If you do not wish to use such Updates, your sole remedy is to terminate your Account. If you do not terminate your Account, you will receive Updates automatically. Your continued use of the Liquidly Properties is your agreement to this Agreement with respect to the Liquidly Properties.

1.2 Certain Restrictions The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any Liquidly Properties or any portion of Liquidly Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Liquidly Properties (including images, text, page layout or form) of Liquidly; (c) you shall not use any metatags or other “hidden text” using Liquidly’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Liquidly Properties; (e) you shall not use any manual or automated software, devices or other processes (including, but not limited to, spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you will not access any Liquidly Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of any Liquidly Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Liquidly Properties. Any future release, update or other addition to Liquidly Properties shall be subject to the Terms. Liquidly, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of Liquidly Properties terminates the licenses granted by Liquidly pursuant to the Terms.

1.3 Third-Party Materials As a part of Liquidly Properties, you may have access to materials that have been created and/or are hosted by another party, including but not limited to, fund-related documents such as offering memorandums, operating agreements, financial statements, etc. You agree that it is impossible for Liquidly to monitor such materials and their contents and that you access these materials at your own risk.

2. Registration

2.1 Registering Your Account In order to access certain features of Liquidly Properties, you must become a Registered User. For purposes of the Terms, a “Registered User” is a user who has registered an account through the Platform or Services (“Account”). Liquidly reserves the right to refuse registration for any reason.

2.2 Registration Data In registering an Account through the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Liquidly Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (i) notify Liquidly immediately of any unauthorized use of your password or any other breach of security; and (ii) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Liquidly has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Liquidly has the right to suspend or terminate your Account and refuse any and all current or future use of Liquidly Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. Liquidly reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Liquidly Properties if you have been previously removed by Liquidly, or if you have been previously banned from any of Liquidly Properties.

2.3 Necessary Equipment and Software You must provide all equipment and software necessary to connect to Liquidly Properties. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Liquidly Properties.

3. Responsibility for Content

3.1 Types of Content You acknowledge that all data, text, software, sounds, photographs, graphics, videos, messages, tags and/or other materials (collectively, “Content”), including Liquidly Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Liquidly, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Liquidly Properties or data collected by or related to the Services and your use thereof (collectively, “Your Content”), and that you and other Users of Liquidly Properties, and not Liquidly, are similarly responsible for all Content they Make Available through Liquidly Properties (“User Content”). The use of Your Content by Liquidly will be subject to the terms of our Privacy Policy located at: Privacy Policy.

3.2 No Obligation to Pre-Screen Content You acknowledge that Liquidly has no obligation to pre-screen Content (including, but not limited to, User Content), although Liquidly reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. In the event that Liquidly pre-screens, refuses or removes any Content, you acknowledge that Liquidly will do so for Liquidly’s benefit, not yours. Without limiting the foregoing, Liquidly shall have the right to remove any Content that violates this Agreement or is otherwise objectionable.

3.3 Storage Unless expressly agreed to by Liquidly in writing elsewhere, Liquidly has no obligation to store Your Content that you Make Available on Liquidly Properties. Liquidly has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Liquidly Properties. You agree that Liquidly retains the right to create reasonable limits on Liquidly’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Liquidly in its sole discretion.

4. Confidential Information

You agree to keep all information gained from using the Website, Platform or Services confidential. You agree that (a) you will use any Content submitted by other Users in accordance with applicable privacy and data protection laws; (b) except as permitted herein, you will not disclose the names or identities of any Users to any third parties; and (3) you will take appropriate physical, technical and administrative measures to protect Content obtained through use of the Website, Platform or Services from loss, misuse, unauthorized access, disclosure, alteration or destruction.

5. Ownership

5.1 Liquidly Properties Except with respect to Your Content and User Content, you agree that Liquidly and its suppliers own all rights, title and interest in and to all Liquidly Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or any other Liquidly Properties.

5.2 Trademarks “Liquidly”, and other related graphics, logos, service marks and trade names used on or in connection with Liquidly Properties or in connection with the Services are the trademarks of Liquidly and may not be used without permission. Other trademarks, service marks and trade names that may appear on or in Liquidly Properties are the property of their respective owners.

5.3 Other Content Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in Liquidly Properties.

5.4 Your Content Liquidly does not claim ownership of Your Content. However, when you as a user post or publish Your Content on or in Liquidly Properties you represent that you own or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate, perform and display Your Content (in whole or in part). You grant Liquidly a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use and display, Your Content (in whole or in part), for the purposes of: (a) operating, improving and providing the Services; and (b) compiling statistical and other information related to the performance, operation, and use of the Service. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Liquidly, are responsible for all of Your Content that you Make Available on or in Liquidly Properties.

5.5 Account Notwithstanding anything contained herein to the contrary, you acknowledge and agree that you will have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Liquidly.

6. User Conduct

6.1 General In connection with your use of Liquidly Properties, you shall not:

(a) Use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old or are not an authorized employee or agent of a user), or are temporarily or indefinitely suspended from using our Website or Services;

(b) Impersonate any person or entity, including, but not limited to, Liquidly personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(c) Make Available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships;

(d) Make Available any Content that infringes or otherwise violates the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;

(e) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court; or

(f) Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.

To prevent violations and enforce this Agreement, Liquidly reserves the right to take any action (including but not limited to legal and technical actions) that Liquidly determines (in its sole discretion) necessary or appropriate without notice to you, including notifying any relevant governmental or regulatory authority.

6.2 Investigations Liquidly may, but is not obligated to, monitor or review Liquidly Properties and Content at any time. Without limiting the foregoing, Liquidly shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Liquidly does not generally monitor user activity occurring in connection with Liquidly Properties or Content, if Liquidly becomes aware of any possible violations by you of any provision of the Terms, Liquidly reserves the right to investigate such violations, and Liquidly may, at its sole discretion, immediately terminate your license to use Liquidly Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

7. Interactions with Other Users

You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that Liquidly reserves the right, but has no obligation, to intercede in such disputes. You agree that Liquidly will not be responsible for any liability incurred as the result of such interactions. LIQUIDLY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF REGISTERED USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE REGISTERED USERS.

7.1 Content Provided by Other Users Liquidly Properties may contain User Content provided by other Users. Liquidly is not responsible for and does not control User Content. Liquidly has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.

7.2 Third-Party Websites and Applications Liquidly Properties may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left Liquidly Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of Liquidly. Liquidly is not responsible for any Third-Party Websites or Third-Party Applications. Liquidly provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Website or Third-Party Applications, or their products or services. You use all links in Third-Party Websites and Third-Party Applications at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

8. Indemnification

You agree to indemnify and hold Liquidly, its successors, assigns, parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Liquidly Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of the Services or any other Liquidly Properties; (c) your violation of the Terms (including, without limitation, your submission of false or misleading information through the Services); (d) your violation of any rights of another party, including any Users; (e) your interactions with other Users; and (f) your violation of any applicable laws, rules or regulations. Liquidly reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Liquidly in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Liquidly Properties.

9. Disclaimer of Warranties and Conditions

9.1 As Is YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF LIQUIDLY PROPERTIES IS AT YOUR SOLE RISK, AND LIQUIDLY PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LIQUIDLY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.

(a) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LIQUIDLY MAKES NO WARRANTY OR GUARANTY, REPRESENTATION OR CONDITION THAT: (1) LIQUIDLY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF LIQUIDLY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF LIQUIDLY PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY INFORMATION, INCLUDING FINANCIAL INFORMATION, WILL BE TRUE, CORRECT OR PRECISE.

(b) LIQUIDLY MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF THE SERVICES OR TIMELINESS OF THE SERVICES IN MEETING YOUR INVESTMENT OBJECTIVES.

(c) ANY CONTENT ACCESSED THROUGH LIQUIDLY PROPERTIES, IS AT YOUR OWN RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(d) YOU WILL MAKE YOUR OWN INDEPENDENT DECISION TO ACCESS OR USE THE SERVICES, OR TO EXECUTE ANY TRANSACTION. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES DO NOT AND WILL NOT SERVE AS A PRIMARY BASIS FOR ANY OF YOUR INVESTMENT DECISIONS. YOU ARE RESPONSIBLE FOR ANY INVESTMENT OR TRADING DECISIONS YOU MAKE WITH RESPECT TO ANY INTERESTS OR PRODUCTS AND YOU ACKNOWLEDGE AND AGREE THAT (1) LIQUIDLY IS NOT RESPONSIBLE FOR DETERMINING WHETHER ANY TRANSACTION PARTY IS SUITABLE, APPROPRIATE OR ADVISABLE AND (2) LIQUIDLY HAS MADE NO RECOMMENDATION WITH RESPECT TO THE SERVICES, INCLUDING ANY TRANSACTONS, AND THAT LIQUIDLY IS NOT AN ADVISOR OR FIDUCIARY TO YOU.

9.2 No Liability for Conduct of Third Parties YOU ACKNOWLEDGE AND AGREE THAT LIQUIDLY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD LIQUIDLY LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF ECONOMIC DAMAGES FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. LIQUIDLY MAKES NO WARRANTY THAT THE SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. LIQUIDLY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, RELIABILITY OR CREDITWORTHINESS OF ANY USER OR USER CONTENT OBTAINED THROUGH LIQUIDLY PROPERTIES.

9.3 No Liability for Conduct of Other Users YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF LIQUIDLY PROPERTIES. YOU UNDERSTAND THAT LIQUIDLY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF LIQUIDLY PROPERTIES.

9.4 NOT A REGISTERED EXCHANGE, FINANCIAL PLANNER, INVESTMENT ADVISER OR TAX ADVISOR . NEITHER LIQUIDLY NOR THE PLATFORM IS INTENDED TO PROVIDE LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE. LIQUIDLY IS NOT (A) A REGISTERED EXCHANGE UNDER THE SECURITIES EXCHANGE ACT OF 1934, (B) A REGISTERED INVESTMENT ADVISER UNDER THE INVESTMENT ADVISERS ACT OF 1940 OR (C) A FINANCIAL OR TAX PLANNER, AND DOES NOT OFFER LEGAL ADVICE TO ANY USER OF THE SERVICE. ALTHOUGH THE SERVICE MAY PROVIDE DATA, INFORMATION, OR CONTENT RELATING TO INVESTMENT STRATEGIES AND/OR HELP FACILITATE THE SALE OF SECURITIES, YOU SHOULD NOT CONSTRUE ANY SUCH CONTENT AS TAX, LEGAL, FINANCIAL, OR INVESTMENT ADVICE.

10. Limitation of Liability

10.1 Disclaimer of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL LIQUIDLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, CORRUPTION OR LOSS OF DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, OR “FORCE MAJEURE” EVENT) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES , WHETHER OR NOT LIQUIDLY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

10.2 Cap on Liability IN THE EVENT THAT LIQUIDLY AND/OR ITS REPRESENTATIVES ARE DETERMINED TO BE LIABLE FOR ANY REASON, UNDER NO CIRCUMSTANCES WILL LIQUIDLY AND LIQUIDLY’S REPRESENTATIVES, COLLECTIVELY, BE LIABLE TO YOU (INCLUDING ATTORNEY’S FEES) FOR ALL CAUSES OF ACTION, FOR MORE THAN THE TOTAL AMOUNT PAID TO Liquidly by you during the six (6)-month period IMMEDIATELY prior to the act, omission or occurrence giving rise to such liability.

10.3 User Content EXCEPT FOR LIQUIDLY’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN ITS PRIVACY POLICY, LIQUIDLY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

10.4 Basis of the Bargain THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LIQUIDLY AND YOU. THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.

11. Termination.

11.1 Termination of Services This Agreement will remain in full force and effect until terminated as set forth herein. You may terminate your Account, your access to the Services, and this Agreement upon written notice to Liquidly. In no event will termination of this Agreement affect your rights and obligations in any other agreement executed by you and Liquidly. Liquidly may terminate your Account with immediate effect if (a) you are in breach of the Agreement; or (b) if Liquidly decides in its sole discretion to stop providing the applicable Services. You understand that any termination of this Agreement and your Account may involve deletion of your Account information from our live databases and all the information stored for such Account. Liquidly will not have any liability whatsoever to you for any termination of your Account or related deletion of your information.

11.2 Effect of Termination Termination of the Services includes removal of access to the Services and barring of further use of the Services. Upon termination of the Services, your right to use the Services will automatically and immediately terminate. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases and Liquidly will not have any liability whatsoever to you for any deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

12. International Users

Liquidly Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Liquidly intends to announce such Services or Content in your country. Liquidly makes no representations that Liquidly Properties are appropriate or available for use in other locations. Those who access or use Liquidly Properties from other countries do so at their own volition and are responsible for compliance with local law. Liquidly reserves the right to limit the availability of the Website and/or Services to any person, geographic area, or jurisdiction it so desires at any time and in our sole discretion.

13. Dispute Resolution

Please read the following arbitration agreement in this Section (“ Arbitration Agreement ”) carefully. It requires you to arbitrate disputes with Liquidly and limits the manner in which you can seek relief from us.

13.1 Applicability of Arbitration Agreement You agree that any dispute or claim relating in any way to your access or use of the Website, Platform or Services or to any aspect of your relationship with Liquidly, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Liquidly may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

13.2 Arbitration Rules and Forum The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Liquidly, Inc., 434 West 33rd Street, New York, NY 10001, Attention: Legal Officer. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ ; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.

13.3 Authority of Arbitrator The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Liquidly. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

13.4 Waiver of Jury Trial YOU AND LIQUIDLY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Liquidly are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

13.5 Waiver of Class or Consolidated Actions ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 14.5 .

13.6 30-Day Right to Opt Out You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following email address: legal@liquidlypro.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Liquidly username (if any), the email address you used to set up your Liquidly account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us, including but not limited to, any Supplemental Terms.

13.7 Severability If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

13.8 Survival of Agreement This Arbitration Agreement will survive the termination of your relationship with Liquidly.

13.9 Modification Notwithstanding any provision in the Agreement to the contrary, we agree that if Liquidly makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to Liquidly.

14. General Provisions

14.1 Electronic Communications The communications between you and Liquidly use electronic means, whether you visit Liquidly Properties or send Liquidly e-mails, or whether Liquidly posts notices on Liquidly Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Liquidly in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Liquidly provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

14.2 Assignment The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Liquidly’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

14.3 Force Majeure Liquidly shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

14.4 Questions, Complaints, Claims If you have any questions, complaints or claims with respect to Liquidly Properties, please contact us at: admin@liquidlypro.com.

14.5 Exclusive Venue To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Liquidly agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, New York.

14.6 Governing Law The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of NEW YORK, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.

14.7 Choice of Language It is the express wish of the parties that the Terms and all related documents have been drawn up in English.

14.8 Notice Where Liquidly requires that you provide an e-mail address, you are responsible for providing Liquidly with your most current e-mail address. In the event that the last e-mail address you provided to Liquidly is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Liquidly’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Liquidly at the following address : 434 West 33rd Street, New York, NY 10001. Such notice shall be deemed given when received by Liquidly by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

14.9 Waiver Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.10 Severability If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

14.11 Entire Agreement The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.