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Liquidity Club Terms of Service

Liquidity.Club
Terms of Service

1. Your Acceptance
Welcome to https://liquidity.club/ (the “Website”), the website and online service of Liquidity Club, Inc., a Nevada corporation and its affiliates (“Liquidity.Club”, “we”, or “us”). This page explains the terms by which you may use our online platform, website, web-based or mobile-based applications and software provided or in connection with our services (collectively the “Platform”). By accessing or using the Platform, you agree to be bound by these terms of service (these “Terms”) and to the collection and use of your information as set forth in the Privacy Policy available at: Privacy Policy, whether or not you are a registered user of our Platform. These Terms apply to all visitors, users, contributors and others who access the Platform (“you” or “Member”)

 

In some instances, a separate document that provides additional conditions may apply to a service or product offered via the Platform (“Additional Terms”). To the extent there is a conflict between tfhese Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

 

If you do not agree to the Terms or the Privacy Policy please stop using the Platform immediately.


THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION. EXCEPT AS SPECIFIED IN SECTION 16 (E.G., SMALL-CLAIMS OR INJUNCTIVE RELIEF), DISPUTES WITH LIQUIDITY.CLUB WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION. YOU MAY OPT OUT AS DESCRIBED IN SECTION 16. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION PROVISIONS IN SECTION 16 BELOW WHICH ALSO DESCRIBES YOUR RIGHT TO OPT-OUT.


2. Use of Platform


2.1 Platform in a Snapshot. Liquidity.Club is a global network connecting high-growth startups across various sectors with a focus on achieving liquidity and successful exits. The platform offers a suite of services designed to assist members in securing funding, expanding into new markets, forming strategic partnerships, and navigating mergers and acquisitions.

 

2.2 Key Services and Features
LC Lounges: Interactive discussion areas that include both real-time chat rooms and asynchronous message boards. Lounges allow Members to exchange ideas, ask questions, and share expertise on topics relevant to their interests. Access to specific Lounges may be limited based on a Member’s Role or Badge.​
Investor Directory: A comprehensive database providing contact details for a vast network of venture capital and angel investors worldwide.​
SVBS Knowledgebase: In partnership with Silicon Valley Business School, members gain access to a rich repository of educational resources, including videos and books focused on startup growth and exit strategies.​
Live Webinars and Events: Regularly scheduled webinars and events featuring industry experts discussing topics pertinent to startup development and exits.​

 

Eligibility
To access Liquidity.Club’s services, one must become a member. Membership is open to startups, investors, accelerators, corporations, and experts (each role as further described below) that align with Liquidity.Club’s mission of fostering growth and facilitating liquidity events.​ You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Platform.

 

3. Liquidity.Club Accounts


3.1 Account Creation and Membership Application. To access the Platform, you must first become a Member by completing and submitting a membership application through the Platform (“Membership Application”). You agree to provide accurate, complete, and up-to-date information in your application. Liquidity.Club reserves the right to approve or reject any Membership Application in its sole discretion and is under no obligation to explain its decision. Upon approval, Liquidity.Club will create a Member Account (“Account”) for you, through which you may access features, resources, and tools determined by your assigned Role and Badge. If you are registering on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In such cases, “you” or “Member” shall refer to both you as an individual and the entity you represent.

 

3.2 Account Security and Responsibility. Your Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of Accounts for different class of Members. If you establish an Account on behalf of a company, organization, or other entity, then (a) ”you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you are agree to these Terms on the entity’s behalf. You may never use another Member’s Account without such person’s express written permission. You are solely responsible for the activity that occurs on your Account, and you must keep your Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper-and-lower case letters, numbers and symbols) with your Account. You may not allow any other party to access or use the Platform with your unique username, password, or other security code. Liquidity.Club will not be liable for any losses caused by any unauthorized use of your Account.


4. Member Roles


4.1 Roles. We ask users submitting a Membership Application to clearly identify the user’s role if admitted to the Platform as a Member. The Member’s role may include: (i) “Scaleup”; (ii) “Accelerator”; (iii) “Investor”; (iv) “Corporate”; and (v) “Experts” (each, a “Role”). Please review the following for terms specific to each of the existing Roles:

 

A. Scaleups
Scaleups are Members who are seeking to grow and ultimately achieve a liquidity event (e.g., acquisition, merger, or public offering). All Scaleup Members are entitled to participate in our entry-level club, which provides Scaleup Members access to (i) the Database, (ii) the Knowledgebase and (iii) the Playbook. Liquidity.Club may, in its discretion, offer additional services (such as curated introductions to investors or strategic partners) under separate terms that may require additional agreements and/or fees.

 

All Scaleups must submit a Membership Application and be accepted by Liquidity.Club to become Scaleup Members.

 

B. Accelerators
Accelerators are Members who introduce startups within their respective ecosystem to Liquidity.Club for participating on the Platform. Accelerators may be eligible to receive referral fees for introducing Scaleups to Liquidity.Club under the Referral Program as described in Section 24.

 

All Accelerators must first submit applicable Membership Application and be accepted by Liquidity.Club to become an Accelerator Member. Upon approval, Accelerator Member must execute a Partner Agreement with Liquidity.Club. Accelerator Members expressly acknowledge and agree that Liquidity.Club in its sole discretion will accept or reject any startups introduced by Accelerator Members without any liability to such Accelerator Members.

 

C. Investors
Investor Members are Members who invest in our Scaleup Members. An Investor Member may use services made available on the Platform to find the best Scaleup Members in the Investor Member’s local region or around the world, and search for like-minded investors based on Liquidity.Club Materials(defined below) made available on the Platform.

 

All Investors must first submit applicable Membership Application and be accepted by Liquidity.Club to become an Investor Member. Liquidity.Club through its affiliates offers legal and consulting services to Investor Members under the terms as may be mutually agreed by the Investor Member and Liquidity.Club (or its affiliates).

 

D. Corporates
Corporate Members are Members who seek to acquire or obtain use rights of the innovations and technologies from our Scaleup Members. A Corporate Member may use services made available on the Platform to (i) identify technologies suitable for the Corporate Member’s growth, (ii) pitch to our Scaleup Members globally or based on specific search criteria, or (iii) engage in direct chats utilizing the Rooms. All Corporates must first submit applicable Membership Application and be accepted by Liquidity.Club to become a Corporate Member.

 

E. Experts
Experts are Members who are subject-matter specialists (such as legal, accounting, financial, technical, or other professional advisors) that Liquidity.Club has vetted and approved to contribute expertise on the Platform to the Members..

 

All Experts must first submit a Membership Application and be accepted by Liquidity.Club to become Expert Members. Upon approval, Liquidity.Club may assign Experts to Lounges, events, or other Platform features where their expertise is relevant.

 

4.2 Badges
Liquidity.Club assigns each Member one or more “Badges” upon approval of the Membership Application. A Badge is a label or classification issued by Liquidity.Club to indicate the Member’s maturity level, Role-based subcategory (such as startup stage or investor type), participation status in Club initiatives, or completion of training or certification programs. Badges are used to determine the Member’s access to certain Platform features, Rooms, events, or services. Members expressly acknowledge and agree that their ability to access or use specific portions of the Platform may be limited or conditioned by the Badge(s) assigned to them. Liquidity.Club may issue, modify, or revoke Badges at any time in its sole discretion based on Member activity, verification status, and other criteria it deems appropriate. Badges do not replace the primary Role designation but may supplement it for purposes of visibility, eligibility, and access within the Liquidity.Club community.

 

5. Liquidity.Club Use Policies
5.1 Content on Liquidity.Club. The Platform makes available various types of content (“Content”), including but not limited to materials created by Liquidity.Club (such as reports, analyses, summaries, guides, tools, and playbooks), user-generated content submitted by Members, and materials from third parties such as advertisers or service providers. For purposes of these Terms, “Content” includes any work of authorship or information made available on or through the Platform, including without limitation, text, graphics, data, images, videos, audio, presentations, and any interactive or written materials. You understand and agree that: (1) all Content is provided for informational purposes only, and Liquidity.Club makes no guarantees as to the accuracy, completeness, timeliness, reliability, or usefulness of such Content; (2) content may not reflect the views or opinions of Liquidity.Club, even if hosted or published through the Platform; (3) you should not rely on any Content as a substitute for legal, financial, tax, investment, or other professional advice, and you are solely responsible for your use of or reliance upon such Content; and (4) Liquidity.Club disclaims any liability for unintended, inaccurate, misleading, offensive, unlawful, or otherwise objectionable Content, regardless of whether it was generated by Liquidity.Club, a Member, or a third party.

 

In accordance with Section 230 of the U.S. Communications Decency Act, and any equivalent or similar laws in other jurisdictions which are intended to exclude or limit the liability of online service providers who provide access to user-generated content, we generally cannot be held liable for claims arising from the Content provided by third parties on Liquidity.Club.

 

5.2. Representations and Warranties. You represent and warrant that you will use Liquidity.Club solely for lawful purposes in a manner consistent with these Terms and any and all applicable laws, regulations, or other legally enforceable obligations (including contractual obligations) you may have towards us and any third parties. You are solely responsible for any and all Content that is posted through your Account on Liquidity.Club (“your Content”). You agree that by submitting or authorizing your Content for use on Liquidity.Club, you have reviewed and understood our Club Rules. You understand that you may expose yourself to liability if your Content or other use of Liquidity.Club violates applicable law or any third-party right.

 

5.3 Prohibited Activities. You agree not to engage in any of the following prohibited activities:


You agree not to: create user accounts under false or fraudulent pretenses; create or use an account for anyone other than yourself; or create multiple active accounts to post multiple reviews for the same company.


You may not post Content that you do not own or have the right to post in accordance with the license set forth in these Terms, or share, reproduce, republish, or redistribute content from the Platform, including any Content generated by other members other than you or Liquidity.Club Materials, without express written permission from the rightful owner or, in the case of Liquidity.Club-generated materials, without prior written consent from Liquidity.Club.


You may not post Content that is defamatory, libelous, or fraudulent; that you know to be false or misleading; or that does not reflect your honest opinion and experience.


You may not act in a manner that is harassing, threatening, abusive, racist, bigoted, or otherwise objectionable (as determined by Liquidity.Club), promote or further illegal activities, or disclose information in violation of any legally enforceable confidentiality, non-disclosure, or other contractual restrictions or third-party rights, including those of current or former employers or potential employers.


You may not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Platform; use the Platform to benchmark or evaluate performance for competitive purposes; or use the Platform, Content, or AI Outputs to develop or provide any competing product or service.


You may not use automated scripts, bots, scrapers, crawlers, or similar technologies to access, extract, copy, or index any part of the Platform without our prior written consent.


You may not misrepresent your identity, impersonate any person or entity, or falsely imply an affiliation, sponsorship, or endorsement by Liquidity.Club without our prior written consent.


You may not interfere with, disrupt, or attempt to circumvent the security, integrity, or intended operation of the Platform, including introducing malware, viruses, worms, or harmful code.


You may not sell, resell, rent, lease, sublicense, or otherwise monetize access to the Platform, Content, or AI Outputs except as expressly permitted by us in writing.


We may, without prior notice, change the Platform; stop providing the Platform or services, functionalities or features of the Platform, to you or to Members generally; or create usage limits for the Platform. We may permanently or temporarily terminate or suspend your access to the Platform without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms. If your Account is terminated for any reason, you must obtain written authorization from Liquidity.Club prior to establishing another Account. If you attempt to establish another Account without obtaining such authorization, Liquidity.Club may permanently ban you from the Platform. You may not have more than one active Account at any time without the written consent of Liquidity.Club in each instance.


You are solely responsible for your interactions with other Members. We reserve the right, but have no obligation, to monitor disputes between you and other Members. Liquidity.Club shall have no liability for your interactions with other Members, or for any Member’s action or inaction.


5.4 Anti-discrimination. Liquidity.Club doesn’t support and will not tolerate its Platform being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin. You are not permitted to use the Platform in a manner which would or would likely incite, promote, or support such discrimination and you must not use the Platform to incite or promote hostility or violence. If we believe in our sole determination that your use of the Platform is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin, we may permanently or temporarily terminate or suspend your access to the Platform without notice and liability for any reason.


5.5 Liquidity.Club as a Platform Provider. Liquidity.Club operates solely as a platform that facilitates introductions, discovery, and communication among Members. Liquidity.Club is not a party to, and does not supervise, control, validate, endorse, or guarantee any transaction, arrangement, or engagement between or among Members—including, without limitation, investments, acquisitions, service engagements, secondary share sales, equity exchanges, or licensing agreements. Liquidity.Club provides a networking and communication platform only. We are not responsible for, and do not endorse, any transaction, claim, or engagement made among Members. Each Member is solely responsible for evaluating the validity, suitability, legality, and potential consequences of any arrangement entered into with another Member. Members expressly acknowledge the inherent risks involved in business, financial, and strategic transactions. You agree to conduct your own independent due diligence before relying on any Content or entering into any transaction facilitated through the Platform. Liquidity.Club expressly disclaims all liability for any loss, damage, or dispute arising from your reliance on Member-provided Content or your interactions with other Members.


5.6 No Circumvention. Members agree not to circumvent Liquidity.Club in any transaction, engagement, or opportunity that results from use of the Platform, including introductions made through Lounges, Rooms, the Investor Directory, or otherwise facilitated by Liquidity.Club. Without limiting the foregoing, you shall not (i) engage in or complete any transaction outside the Platform that originated through Liquidity.Club if doing so would deprive Liquidity.Club or its partners of any fees, recognition, or commercial benefit; or (ii) seek to bypass any applicable agreements or conditions of participation established by Liquidity.Club. Any violation of this clause may result in suspension or termination of your Account, and Liquidity.Club reserves the right to seek equitable relief or pursue legal remedies as appropriate.


6. Intellectual Property Rights


6.1 Liquidity.Club Materials
The Platform and any services offered on the Platform are owned and operated by Liquidity.Club. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Platform provided by Liquidity.Club (the “Liquidity.Club Materials”) are protected by United States or foreign copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws.

 

All Liquidity.Club Materials contained on the Platform are the property of Liquidity.Club or its subsidiaries or affiliated companies or third-party licensors. All trademarks, service marks, and trade names are proprietary to Liquidity.Club or its affiliates or third-party licensors. Liquidity.Club reserves all rights not expressly granted in these Terms.

 

6.2 Your Content
You retain ownership of your Content. By making available any of your Content on or through the Platform, you hereby grant to Liquidity.Club a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast and otherwise use your Content on, through or by means of the Platform.

 

In addition, when you make Your Content available in interactive features such as Rooms, you grant Liquidity.Club, its Members, and business partners the same license to use your name, likeness, and voice for commercial and non-commercial purposes in connection with such Content.

 

6.3 Protected Content
You retain ownership of any confidential or sensitive business information you submit through membership applications or otherwise designate as confidential (“Protected Content”). Protected Content may include, for example, information about your revenue, market position, strategic needs, or other non-public business details.

 

By submitting Protected Content, you grant Liquidity.Club a limited, non-exclusive, royalty-free license to use such information solely for internal purposes, including Member selection, invitations, and Badge determinations. Liquidity.Club will not disclose Protected Content to any third party except as required by law.

 

6.4 AI Generative Features.
The Platform may include features that use artificial intelligence or machine learning to generate content, text, images, recommendations, or other materials (“AI Output”) based on your inputs, queries, or other use of the Platform (“Generative Features”). As between you and Liquidity.Club, you retain ownership of all rights, title, and interest in and to the AI Output generated for you, subject to these Terms and applicable law. Liquidity.Club retains ownership of the Generative Features, underlying models, software, training data, and any derivative learnings, embeddings, or evaluation artifacts created from or incorporating Your Content.

 

You grant Liquidity.Club a non-exclusive, royalty-free license to use Your Content and AI Output solely as necessary to operate, maintain, improve, and promote the Platform and Generative Features. Liquidity.Club may also use de-identified or aggregated forms of Your Content and AI Output for analytics and service development.

 

You are solely responsible for reviewing and determining the suitability of any AI Output before using or publishing it. AI Output may be inaccurate, incomplete, duplicative, or subject to third-party rights. Liquidity.Club disclaims all liability arising from your use of AI Output.

 

7. Feedback


Liquidity.Club shall be entitled to unrestricted use of any and all comments, suggestions, ideas, concepts with respect to the Platform disclosed or offered or submitted by you to us (collectively, “Feedback”). We may use the said Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the Feedback.

 

8. Disclaimer of Warranties.


THE PLATFORM AND ANY SERVICES OFFERED THEREUNDER, INCLUDING WITHOUT LIMITATION, ALL MATERIALS, IS MADE AVAILABLE ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND LIQUIDITY.CLUB AND ITS EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SHAREHOLDERS, PARENT COMPANY, AGENTS, VENDORS AND CONTRACTORS (COLLECTIVELY, THE “LIQUIDITY.CLUB PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE PLATFORM; (B) THE CONTENT ON OR PROVIDED THROUGH THE PLATFORM; (C) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE PLATFORM; (D) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT THE PLATFORM; OR (E) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OR FROM LIQUIDITY.CLUB OR VIA THE PLATFORM. IN ADDITION, THE LIQUIDITY.CLUB PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM VIRUS.


The Liquidity.Club Parties do not make any representations or warranties that the information (including any instructions) on the service is accurate, complete, correct, adequate, useful, timely, reliable or otherwise. The Liquidity.Club Parties do not warrant that your use of the service or items are lawful in any particular jurisdiction, and the Liquidity.Club parties specifically disclaim such warranties. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to the extent such jurisdiction’s law is applicable to these terms.


You are solely responsible for your interactions with advertisers and other users and we are not responsible for the activities, omissions, or other conduct, whether online or offline, of any advertiser or user of Liquidity.Club. We are not responsible for any incorrect, inaccurate, or unlawful content (including any information in profiles) posted on Liquidity.Club, whether caused by users or by any of the equipment or programming associated with or utilized in Liquidity.Club. Under no circumstances shall we be responsible for any loss or damage resulting from the use of Liquidity.Club or from any Content posted on Liquidity.Club or transmitted to users, or any interactions between users of Liquidity.Club, whether online or offline.


9. Limitations on Liability


UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL ANY OF THE LIQUIDITY.CLUB PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM THE ACCESS OF, USE OR INABILITY TO USE OUR SERVICES AND/OR CONTENT, INCLUDING WITHOUT LIMITATION, USE OF OR RELIANCE ON INFORMATION, INTERRUPTIONS, ERRORS, DEFECTS, MISTAKES, OMISSIONS, DELETIONS OF FILES, DELAYS IN OPERATION OR TRANSMISSION, NON-DELIVERY OF INFORMATION, DISCLOSURE OF COMMUNICATIONS, OR ANY OTHER FAILURE OF PERFORMANCE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIQUIDITY.CLUB PARTIES’ LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICE EXCEED ONE HUNDRED U.S. DOLLARS ($100).

 

10. Fees and Taxes


10.1 Fees. Scaleup Members shall pay the subscription fees described below. At registration, each Scaleup Member must pay an initial six (6) month subscription fee in full (the “Initial Term”). The Initial Term fees are:

 

$750 per company (one fee per Scaleup Member entity), and

$450 per executive (a per-head fee for each authorized individual user registered under the Scaleup Member’s account).

 

Upon expiration of the Initial Term, Scaleup Member subscriptions automatically convert to monthly billing as follows:

 

$125 per company per month, and
$75 per executive per month.

 

Membership will continue automatically on this monthly basis unless and until canceled by the Scaleup Member. Scaleup Members may cancel at any time after the Initial Term, effective at the end of the then-current monthly billing period.

 

Liquidity.Club uses third-party payment processors to handle all payments. Your payment information will be collected and stored directly by such processor(s), not by Liquidity.Club. By submitting payment information, you acknowledge and agree that the processing, storage, and use of such information is governed by the payment processor’s own terms and privacy policies, which you should review carefully before making payment

 

10.2 Taxes. Member is responsible for any applicable sales, use, excise, value-added, or similar taxes, levies, or duties payable with respect to Member’s order of Services assessable by any local, state, provincial, federal, or foreign jurisdiction. All Liquidity.Club fees, rates, and estimates exclude such taxes, levies, and duties. Liquidity.Club is responsible only for taxes based upon Liquidity.Club’s net income, assets, payroll, property, and employees.

 

10.3 Annual Increases. Subscription fees may be subject to annual increases based on inflation and other prevalent factors, which will become effective beginning upon the first day of each renewed subscription term, provided that Liquidity.Club will not increase the subscription fees greater than eight percent (8%) per year. In the event of fee increase in excess of 5%, Member shall have the right to terminate the subscription by delivering to Liquidity.Club prior written notice at admin@liquidity.club.

 

11. Indemnity


You agree to defend, indemnify and hold harmless the Liquidity.Club Parties, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Platform; (b) your violation of any term of these Terms, including any breach of your representations, warranties and/or covenants; (c) any use that constitutes a prohibited activity described in Section 5.3; or (d) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive these Terms and your use of the Platform.

 

You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.

 

12. Third-Party Platform


The Platform may contain links to third-party platforms or websites (each, a “Third-Party Platform”), and you may be able to share your publications on the Third-Party Platform through the Platform. You acknowledge and agree that we have no control over, and are not responsible for, these Third-Party Platform or their use of your personal information. We do not endorse, recommend or vouch for the security of such Third-Party Platform. We recommend that you review their terms of service and privacy policies before accessing and using the Third-Party Platform.

 

13. Governing Law


You agree that (i) the Platform shall be deemed solely based in Washington; and (ii) the Platform shall be deemed a passive one that does not give rise to personal jurisdiction over Liquidity.Club, either specific or general, in jurisdictions other than Washington. These Terms shall be governed by the internal substantive laws of the State of Washington, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts, located in Whatcom County, Washington, for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.


14. Confidentiality


14.1 Definition. In the course of using the Platform or participating in activities facilitated by Liquidity.Club, Members may be exposed to or share confidential or proprietary information, whether oral, written, or digital, including but not limited to business plans, financials, investor materials, product roadmaps, strategies, and personally identifiable information of other Members (“Confidential Information”). Confidential Information shall not include information that: (a) becomes publicly known without breach of these Terms; (b) is disclosed with prior written consent; (c) is independently developed without use of the Confidential Information; or (d) is disclosed pursuant to a valid court order or legal obligation, provided that the disclosing party gives prior notice to the extent legally permitted.


14.2 Obligations. Each Member agrees to use the Confidential Information of other Members solely for purposes consistent with the use of the Platform and not to disclose such information to any third party without the disclosing party’s prior written consent. Each Member shall take reasonable measures to protect the confidentiality of such information and shall be responsible for any breach by its affiliates, agents, or representatives.


14.3 Injunctive Relief. Members acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm to the disclosing party. In such cases, the disclosing party may seek injunctive or other equitable relief in addition to any remedies available at law.


15. Data Ownership


15.1 Platform Data. Liquidity.Club may collect, aggregate, and analyze data derived from Member activity on the Platform, such as usage metrics, engagement trends, and behavioral analytics (“Platform Data”). All rights, title, and interest in Platform Data shall belong exclusively to Liquidity.Club. We may use Platform Data to operate, improve, and secure the Platform, generate insights, and develop new services, provided that any use complies with our Privacy Policy and applicable law.

 

15.2 Personally Identifiable Information. Any collection, use, or storage of personal data, including PII, is governed by our Privacy Policy, which is incorporated herein by reference.

 

16. Arbitration


If you have a concern or dispute with Liquidity.Club, we would appreciate the opportunity to resolve it without having to resort to formal legal proceedings. You agree to notify Liquidity.Club in writing at admin@liquidity.club before filing any claims with a court or arbitration body so that we can attempt to resolve the issue with you. Your notice should include an explanation of your concern or dispute, how it arose, and what (if anything) you want Liquidity.Club to do to resolve it. If you and Liquidity.Club cannot resolve the dispute within 60 days of your notice, either you or we may file a formal proceeding in accordance with this Section 16. Please read the following terms carefully because they require U.S. residents and Liquidity.Club to resolve all disputes through binding arbitration.

 

A. Mandatory Arbitration Agreement for U.S. Residents
If you are a resident of the United States, you and Liquidity.Club agree that all claims between us, including any disputes arising out of or relating to these Terms or use of the Products will be resolved through binding arbitration on an individual basis. There are two exceptions. First, for claims that qualify, you or Liquidity.Club can elect to have those claims heard in small claims court. Second, any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents will be resolved in court. Any disputes concerning the arbitrability of a claim (including disputes about the scope, applicability, enforceability, revocability, or validity of the Arbitration Agreement) will be decided by the arbitrator, except as expressly provided below.

 

You can opt-out of this agreement to arbitrate by sending a letter to Liquidity.Club at admin@liquidity.club stating that you wish to opt-out of the arbitration agreement. You must send us your opt-out notice within 30 days of first registering your Liquidity.Club account or agreeing to these Terms, but if you previously agreed to a prior version of these Terms that provided for an arbitration opt-out, you do not have the opportunity to opt-out under this version of the Terms.

 

Any arbitration will be administered by JAMS pursuant to its employment arbitration rules & procedures (the “JAMS rules”), which are available here. If these rules cannot be enforced for any reason, then you and Liquidity.Club will arbitrate the dispute utilizing JAMS comprehensive arbitration rules and procedures, or other rules the arbitrator deems appropriate for the dispute. The arbitration will be before a single arbitrator and conducted in English.

 

The arbitrator will issue a written decision on the merits and will have the authority to award any remedies available under applicable law, including reasonable attorneys’ fees and costs to the prevailing party where permitted. The award will be final and binding and may be entered in any court of competent jurisdiction. If your claim is for less than $10,000 and does not involve a request for injunctive relief, you may elect to have the arbitration conducted solely on the basis of documents submitted to the arbitrator, through telephone or video, or by an in-person hearing under the applicable JAMS rules.

 

The arbitrator can award any relief that a court of competent jurisdiction could award. If the arbitrator awards you an amount higher than the last written settlement amount offered by Liquidity.Club before an arbitrator was selected, Liquidity.Club will pay you the higher of (i) the amount awarded by the arbitrator, and (ii) $10,000 (ten thousand U.S. dollars).

 

To the extent any claim, dispute or controversy regarding Liquidity.Club or our Products isn’t arbitrable under applicable laws or otherwise: you and Liquidity.Club both agree that any claim or dispute with Liquidity.Club will be resolved exclusively in accordance with Section 16.B. of these Terms.

 

B. Venue


For any claims or disputes arising out of or relating to these Terms or use of the Products that are not resolved through binding arbitration under Section 16.A. of these Terms, you and Liquidity.Club agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Whatcom county, Washington, USA.

 

17. Severability


In the event that a provision of these Terms is found to be unlawful, conflicting with another provision of the Terms, or otherwise unenforceable, the Terms will remain in force as though it had been entered into without that unenforceable provision being included in it.

 

If two or more provisions of these Terms are deemed to conflict with each other’s operation, Liquidity.Club shall have the sole right to elect which provision remains in force.

 

18. Non-Waiver


We reserve all rights permitted to us under these Terms as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of these Terms or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

 

19. Our Termination and Cancellation Rights


We may terminate or suspend the Platform or your Account or any other provision thereof at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. If you wish to terminate these Terms or the Liquidity.Club Account, you are solely responsible for properly canceling your Account. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.


We may permanently or temporarily terminate or suspend your access to the Platform without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms. If your Account is terminated for any reason, you must obtain written authorization from Liquidity.Club prior to establishing another Account. You may not have more than one active Account at any time without the written consent of Liquidity.Club in each instance.


20. Assignment


You may not assign your rights and/or obligations under these Terms to any other party without our prior written consent. We may assign our rights and/or obligations under these Terms to any other party at our discretion.

 

21. Modifications


We reserve the right, at our discretion, to change, modify, add or remove portions of these Terms on a going-forward basis at any time by posting the amended Terms on our website. Please check these Terms periodically for changes. We may provide additional notice, such as an email message or a message within the Platform, of any material changes, but such changes will be effective as provided herein whether or not such message is sent or received. Unless we state otherwise, changes are effective seven (7) days following the date posted on our website. If you continue to use the Platform after the effective date, you agree to the changes. For the avoidance of doubt, disputes arising under these Terms will be resolved in accordance with these Terms as in effect at the time the dispute arises.


We may also change or discontinue the Platform in whole or in part at any time, in our sole discretion. Such changes may include, but not be limited to, stop providing the Platform or features of the Platform, to you or to Liquidity.Club users generally, or create usage limits for the Platform. Your continued use of the Platform indicates your agreement to the changes.


22. DMCA Policy


Liquidity.Club respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (DMCA), the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf. As part of our response, we may remove or disable access to material, links or references residing on our Website or through our Platform that is claimed to be infringing.

 

Liquidity.Club does not control content hosted on third party websites and cannot remove content from sites it does not own or control. If you are the copyright owner of content hosted on a third-party site, and you have not authorized the use of your content, please contact the administrator of that website directly to have the content removed.

 

Before serving either a DMCA Notice of Infringement, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with Liquidity.Club’ rights and obligations under the DMCA and, in particular, 17 U.S.C. §512(c), and do not constitute legal advice.

 

DMCA Notice of Infringement. To file a notice of infringing material, link or reference on the Website, please provide a notification containing the following details:


Reasonably sufficient details to enable us to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example: title, author, any registration or tracking number, URL);


Reasonably sufficient detail to enable us to identify and locate the material that is claimed to be infringing (for example a link to the page that contains the material);


Your contact information so that we can contact you (for example, your address, telephone number, e-mail address);


A statement that you have a good faith belief that the use of the material identified above is not authorized by the copyright owner, its agent, or the law;

 

A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and
Your physical or electronic signature.

 

Then send this notice to Liquidity.Club’ Copyright Agent:
Copyright Agent
[ADDRESS]
admin@liquidity.club

 

Liquidity.Club Repeat Infringer Policy. It is Liquidity.Club policy to provide for the termination, in appropriate circumstances, of Liquidity.Club’s users, customers and Account holders who repeatedly violate this policy or are repeat infringers of copyrighted works, trademarks, or any other intellectual property.

 

23. Contact


Please contact us at admin@liquidity.club with any questions regarding these Terms.

 

24. Referral Program


Liquidity.Club offers a Referral Rewards Program to eligible Members who have been pre-approved by Liquidity.Club to participate. Participation is subject to the Referral Rewards Program Agreement, which outlines the terms, conditions, and payment structure applicable to the referral of new Members. To learn more about the program or to enroll, please refer to the Membership & Referral Rewards Guide for step-by-step instructions. In the event of any conflict between the Referral Rewards Program Agreement and these Terms, the Referral Rewards Program Agreement shall govern solely with respect to matters related to the referral program.

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