Terms of Service.

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, 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 these 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.

Use of Platform

2.1 Platform Overview

Liquidity Club is private capital infrastructure for high-momentum post-seed companies. The Platform operates as a deal-origination and distribution layer connecting post-seed Scaleup Members with non-traditional capital pathways, strategic connections, institutional partners, and liquidity solutions. The Platform provides access to curated partner services, intelligence tools, company tracking, and a verified member network designed to accelerate capital outcomes, revenue growth, and exit readiness, independent of traditional VC timelines.

The Platform is structured around a three-part Liquidity Engine:

• Frontend (Non-Dilutive Capital): Through affiliate partners, qualified Scaleup Members raise capital via tokenized instruments without giving up equity. Members engage directly with partners under separate agreements. Liquidity Club does not intermediate partner transactions.
• Backend (LCX-Fund): Top-performing Scaleup Members may be invited to participate as Limited Partners in annual equity exchange funds, with proceeds flowing back to participating members. Participation is subject to separate agreements and eligibility criteria. (Target launch: 2027.)
• Strategic Facilitation (In-Between): Liquidity Club facilitates financing introductions, investor matching, revenue expansion into new markets, corporate partnerships, founder-to-founder intelligence, and access to specialized legal, financial, and scaling partners.

2.2 Key Services and Features

• Partner Ecosystem: Access to curated non-traditional capital providers and service partners, including providers of tokenized instruments, deal structuring tools, member verification and credentialing services, and educational resources. Details of current platform partners are published separately on the Platform.
• AI Tool Suite: Purpose-built AI agents designed to support capital outcomes and operational intelligence, covering platform navigation, research, scaleup growth guidance, education, and analysis.
• Scaleup Tracking and Profiling: Institutional-grade tracking, progress monitoring, and matching capabilities for Scaleup Member companies.
• Investor Directory: A comprehensive, searchable database providing contact details for a global network of venture capital, angel, and strategic investors.
• Expert Directory and Portal: Direct booking and engagement with vetted expert service providers. Experts schedule meetings and receive payment through integrated third-party processors. Liquidity Club does not take a commission on expert engagements.
• Education Knowledgebase: Members access educational resources including videos, books, and growth guidance focused on scaleup growth and exit strategies, delivered in partnership with Liquidity Club’s education partners.
• Member Success Service: Each Scaleup Member is assigned a Member Success Coordinator (the “Coordinator”) who provides personalized facilitation, introductions, and Club navigation support as further described in Section 5.7.

2.3 Eligibility

To access Liquidity Club’s services, one must become a member. Membership is invitation-only and selective, open to post-seed Scaleup Members, investors, experts, corporates, and accelerators that align with Liquidity Club’s mission of facilitating non-traditional capital access and liquidity outcomes. You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Platform.

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’s Selection Committee reserves the right to approve or reject any Membership Application in its sole discretion and is under no obligation to explain its decision. Applications are typically reviewed within 5 to 10 business days. 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.

Members may apply by referral from a current member or the Liquidity Club team, or by self-nomination with proof of eligibility.

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 classes 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 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.

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 Member”; (ii) “Investor Member”; (iii) “Expert Member”; (iv) “Corporate Member”; and (v) “Accelerator Member” (each, a “Role”). Please review the following for terms specific to each of the existing Roles:

A. Scaleup Members

Scaleup Members are post-seed companies that have achieved product-market fit, built a strong team, and demonstrated real traction in their market. Scaleup Members gain access to the Platform’s Liquidity Engine, including partner ecosystem services, intelligence tools, company tracking, the Investor Directory, the Education Knowledgebase, and the Member Success Service with an assigned Member Success Coordinator. Qualified Scaleup Members may also be introduced to non-dilutive capital partners and may be eligible for participation in future programs such as the LCX-Fund. Liquidity Club may, in its discretion, offer additional services (such as curated introductions to investors, strategic partners, or non-traditional capital providers) under separate terms that may require additional agreements and/or fees.

Authorized executives or individuals acting on behalf of a Scaleup Member on the Platform are referred to as “Representatives” of that Scaleup Member. Representatives are not a separate Member Role; they are registered under the Scaleup Member’s account and subject to the same Terms. Each Representative seat is subject to the per-executive fee set out in Section 11.1.

All Scaleup Members must submit a Membership Application and be accepted by the Selection Committee. Membership is selective and based on a holistic review of traction signals including but not limited to revenue, cash flow, secured intellectual property, and product-market fit.

B. Investor Members

Investor Members are Members who invest in Scaleup Members or participate in deal flow facilitated through the Platform. Investor Members gain direct access to pre-vetted, high-potential Scaleup Members, efficient due diligence workflows, a dedicated investor room, targeted introductions, real-time company tracking tools, and co-investor discovery across regions, sectors, and stages.

All Investor Members must first submit a Membership Application and be accepted by the Selection Committee. Eligible Investor Members include angel investors, venture capitalists, family offices, strategic investors, and debt financiers who are actively deploying capital. Liquidity Club through its affiliates may offer 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).

C. Expert Members

Expert Members are Members who are proven operators, advisors, and subject-matter specialists (such as legal, accounting, financial, technical, marketing, or other professional advisors) that Liquidity Club has vetted and approved to contribute expertise on the Platform. Expert Members are connected with serious, vetted Scaleup Members through the Expert Directory and may schedule meetings and receive payment through integrated third-party payment processors (such as Stripe). Liquidity Club does not take a commission on expert engagements.

All Expert Members must first submit a Membership Application and be accepted by the Selection Committee. Upon approval, Liquidity Club may make Expert Members visible across Platform features where their expertise is relevant.

D. Corporate Members

Corporate Members are companies and institutions that engage with the Liquidity Club ecosystem to identify innovation opportunities, build strategic partnerships, source acquisition targets, and connect with high-momentum Scaleup Members across global tech markets. Corporate Members contribute market validation, commercialization pathways, and liquidity opportunities to the ecosystem. Corporate membership is free of charge. Liquidity Club may designate authorized individuals (“Corporate Representatives”) to access the Platform on behalf of a Corporate Member organization at no additional per-seat charge, subject to Liquidity Club’s reasonable approval.

All Corporate Members must submit a Membership Application and be accepted by the Selection Committee. Corporate Members agree to engage with the platform professionally, maintain confidentiality of member information, and avoid unsolicited mass outreach to other members.

E. Accelerator Members

Accelerator Members are accelerator programs and organizations that join Liquidity Club to provide their graduating portfolio companies with continued access to non-traditional capital pathways, strategic connections, partner resources, and the broader Liquidity Club ecosystem after their program ends. Accelerator Members may nominate portfolio companies for Scaleup Member consideration, earn referral revenue through the Referral Rewards Program, monetize their content and programs through the Platform, and access ongoing support from the Liquidity Club team for portfolio coordination. Accelerator membership is free of charge. Liquidity Club may designate authorized individuals (“Accelerator Representatives”) to access the Platform on behalf of an Accelerator Member organization at no additional per-seat charge, subject to Liquidity Club’s reasonable approval.

All Accelerator Members must submit a Membership Application and be accepted by the Selection Committee. Accelerator Members agree to maintain integrity and transparency when representing portfolio companies, ensure nominated Scaleup Members meet minimum momentum thresholds before onboarding, and avoid unsolicited outreach or promotional spam.

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 scaleup 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 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.

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, AI-generated outputs, and materials from third parties such as partners 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, an AI system, 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 these Terms. 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:

• Create user accounts under false or fraudulent pretenses; create or use an account for anyone other than yourself; or create multiple active accounts.
• 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 without express written permission from the rightful owner or, in the case of Liquidity Club-generated materials, without prior written consent from Liquidity Club.
• 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.
• 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.
• 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.
• 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.
• Misrepresent your identity, impersonate any person or entity, or falsely imply an affiliation, sponsorship, or endorsement by Liquidity Club without our prior written consent.
• Interfere with, disrupt, or attempt to circumvent the security, integrity, or intended operation of the Platform, including introducing malware, viruses, worms, or harmful code.
• Sell, resell, rent, lease, sublicense, or otherwise monetize access to the Platform, Content, or AI Outputs except as expressly permitted by us in writing.
• Use the Platform to solicit, promote, or facilitate any financial transaction, investment, or capital raise outside of the mechanisms and partner relationships established by Liquidity Club, or to provide investment advice, broker-dealer services, or securities offerings unless separately licensed and authorized to do so.

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 does not 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, we may permanently or temporarily terminate or suspend your access to the Platform without notice and liability.

5.5 Platform Provider; No Financial Advisory or Intermediary Services

Liquidity Club operates solely as a platform that facilitates introductions, discovery, and communication among Members and between Members and third-party partners. Liquidity Club is not a broker-dealer, investment adviser, transfer agent, funding portal, or money services business. Liquidity Club does not provide investment advice, securities recommendations, or financial planning services.

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 or between Members and third-party partners, including without limitation, investments, non-dilutive capital raises, tokenized instrument transactions, acquisitions, service engagements, secondary share sales, equity exchanges, or licensing agreements. Where the Platform facilitates access to partner services, Members engage directly with such partners under separate agreements. Liquidity Club does not intermediate, broker, or advise on any securities, tokenized instruments, digital assets, or capital transactions facilitated through the Platform or partner ecosystem.

Liquidity Club does not charge transaction fees or commissions on any deals, investments, or transactions that occur between Members or between Members and third parties through the Platform.

Each Member is solely responsible for evaluating the validity, suitability, legality, and potential consequences of any arrangement entered into with another Member or partner. Members expressly acknowledge the inherent risks involved in business, financial, and strategic transactions, including transactions involving tokenized instruments, digital assets, and non-traditional capital structures. 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, partner services, or your interactions with other Members or partners.

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 the Investor Directory, partner introductions 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.

5.7 Member Success Service

Each Scaleup Member is assigned a Member Success Coordinator (the “Coordinator”) as part of the Member Success Service. The Coordinator provides personalized facilitation, introductions, progress monitoring, and Club navigation support. The Member Success Service includes three (3) Coordinator Hours per Scaleup Member per month as part of the standard Scaleup membership. Additional Coordinator Hours are available for purchase at rates published on the Platform or as communicated by Liquidity Club.

Coordinators are facilitators and Club navigators. They are not financial advisors, legal advisors, investment advisors, broker-dealers, or licensed professionals of any kind. Coordinators do not provide investment advice, legal counsel, tax guidance, or any form of professional advisory service. Any information, introductions, or guidance provided by a Coordinator is for informational and facilitation purposes only. Members are solely responsible for obtaining independent professional advice before making any business, financial, or legal decisions. Liquidity Club disclaims all liability arising from any actions taken by Members based on information or introductions provided by Coordinators.

Partner Services and Third-Party Financial Instruments

6.1 Partner Ecosystem

The Platform provides Members with access to a curated ecosystem of third-party partners that offer specialized services, tools, and financial instruments. These partners may include, without limitation, providers of tokenized instruments, deal structuring tools, member verification and credentialing services, educational resources, and other operational or capital-related services. Liquidity Club may add, remove, or modify partner relationships at any time in its sole discretion.

6.2 Direct Engagement with Partners

Members engage directly with partners under separate agreements between the Member and the applicable partner. Liquidity Club is not a party to, and does not control, supervise, endorse, or guarantee any partner’s products, services, financial instruments, or representations. Liquidity Club’s role is limited to facilitating introductions and providing access to the partner ecosystem through the Platform.

6.3 Tokenized Instruments and Digital Assets

Certain partners accessible through the Platform may offer tokenized instruments, digital collectibles, or other digital assets (collectively, “Tokenized Instruments”). Members acknowledge and agree that:

• Liquidity Club is not the issuer, creator, custodian, or guarantor of any Tokenized Instruments. Such instruments are issued and managed by the applicable third-party partner.
• Liquidity Club makes no representations or warranties regarding the value, legality, regulatory status, tax treatment, suitability, or investment merit of any Tokenized Instruments.
• Members bear all risk associated with the purchase, holding, sale, or use of Tokenized Instruments, including the risk of total loss of value.
• Members are solely responsible for understanding and complying with all applicable laws, regulations, and tax obligations related to Tokenized Instruments in their jurisdiction.
• Availability of certain Tokenized Instruments may be restricted by geography, regulatory status, or other criteria established by the issuing partner.

6.4 LCX-Fund (Future Program)

Liquidity Club intends to launch the LCX-Fund, an equity exchange fund program for qualifying Scaleup Members. Participation in the LCX-Fund, when available, will be governed by separate agreements, offering documents, and eligibility criteria. Nothing in these Terms constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation of any security, fund interest, or digital asset. Liquidity Club reserves the right to modify, delay, or cancel the LCX-Fund program at any time. Any descriptions of the LCX-Fund in these Terms or elsewhere on the Platform are provided for informational purposes only and are subject to change.

Intellectual Property Rights

7.1 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.

7.2 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 through any interactive features on the Platform, 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.

Notwithstanding the foregoing, the following categories of Content shall be treated as Protected Content under Section 7.3 regardless of whether the Member specifically designates them as such, and the broad license described above shall not apply to such Protected Content: business plans, financial statements, capitalization tables, investor materials, customer lists, product roadmaps, source code, and other sensitive business information that a reasonable Scaleup, Investor, or Corporate Member would consider confidential. Liquidity Club’s rights with respect to such Content are limited to those set forth in Section 7.3.

7.3 Protected Content

You retain ownership of any confidential or sensitive business information you submit through membership applications or otherwise designate as confidential (“Protected Content”). 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, Badge determinations, and company tracking and profiling. Liquidity Club will not disclose Protected Content to any third party except as required by law.

7.4 AI Generative Features

The Platform includes features that use artificial intelligence or machine learning to generate content, text, 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. You are solely responsible for reviewing and determining the suitability of any AI Output before using or publishing it. Liquidity Club disclaims all liability arising from your use of AI Output.

Feedback

Liquidity Club shall be entitled to unrestricted use of any and all comments, suggestions, ideas, and 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.

Disclaimer of Warranties

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. 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 partners, advertisers, and other users and we are not responsible for the activities, omissions, or other conduct, whether online or offline, of any partner, advertiser, or user of Liquidity Club.

Limitations on Liability

Fees and Taxes

11.1 Scaleup Member Fees

Scaleup Members shall pay the subscription fees described below. At registration, each Scaleup Member must commit to an initial six (6) month subscription term (the “Initial Term”). The monthly subscription fees are:

• $145 per Scaleup Member company per month (one fee per Scaleup Member entity), and
• $95 per authorized Representative (executive) per month, a per-seat fee for each individual registered under the Scaleup Member’s account with platform access.

The Initial Term requires a six (6) month commitment. Upon expiration of the Initial Term, Scaleup Member subscriptions automatically continue on a month-to-month basis at the same rates 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.

11.2 Non-Scaleup Membership

Investor Members, Expert Members, Corporate Members, and Accelerator Members are not charged subscription fees for standard Platform access. Liquidity Club reserves the right to introduce fees for premium services, enhanced features, or specific programs applicable to any Member Role, with reasonable advance notice.

11.3 No Transaction Fees

Liquidity Club does not charge transaction fees or commissions on any deals, investments, expert engagements, or other transactions that occur between Members or between Members and third parties through the Platform.

11.4 Member Success Service: Additional Coordinator Hours

Scaleup Members receive three (3) Coordinator Hours per month as part of their standard membership. Additional Coordinator Hours are available for purchase at rates published on the Platform or as communicated by Liquidity Club.

11.5 Payment Processing

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.

11.6 Refunds and Cancellation

Subscription fees are non-refundable.

During the Initial Term, Scaleup Members remain obligated to pay all subscription fees through the end of the Initial Term, even if the Member submits a cancellation request, ceases use of the Platform, or otherwise attempts to terminate the subscription prior to that date. Cancellation requests submitted during the Initial Term will take effect at the end of the Initial Term.

After expiration of the Initial Term, Scaleup Members may cancel future renewals at any time through their account settings. Cancellation takes effect at the end of the then-current monthly billing period, and the Member retains access through that date.

11.7 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.

11.8 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 five percent (5%) per year.

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; (d) your engagement with any partner services, Tokenized Instruments, or digital assets accessed through the Platform; or (e) 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.

Third-Party Platforms

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

Member Verification

Liquidity Club may use third-party verification services to validate Member identity, business registration, banking relationships, and other credentials (“Verification Services”). By applying for or maintaining membership, you consent to such verification processes and agree to provide accurate information as requested. Verification results may affect your Badge assignment, Platform access, and eligibility for certain services or programs. Liquidity Club does not guarantee the accuracy or completeness of any Verification Services and disclaims liability for any errors in verification results provided by third parties.

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.

Confidentiality

16.1 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.

16.2 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.

16.3 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.

Data Ownership

17.1 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, develop new services, and support company tracking and profiling functions, provided that any use complies with our Privacy Policy and applicable law.

17.2 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.

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 18.

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 Platform 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.

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.

Any arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, which are available at the JAMS website. 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.

B. Venue

For any claims or disputes arising out of or relating to these Terms or use of the Platform that are not resolved through binding arbitration under Section 18.A., 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.

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.

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.

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. 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.

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.

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. 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.

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), 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. To file a notice of infringing material, please contact Liquidity Club’s Copyright Agent at: Copyright Agent, Liquidity Club, Inc., 8275 S. Eastern Ave., Ste. 200-615, Las Vegas, NV 89123; email admin@liquidity.club.

Contact

Please contact us with any questions regarding these Terms at admin@liquidity.club, or by mail at Liquidity Club, Inc., 8275 S. Eastern Ave., Ste. 200-615, Las Vegas, NV 89123.

Referral Rewards Program

Liquidity Club offers a Referral Rewards Program open to all active Members in good standing. Membership in Liquidity Club is selective and subject to approval by the Selection Committee; once approved as a Member, you are automatically eligible to participate in the Referral Rewards Program. Liquidity Club reserves the right to suspend or revoke referral program participation for any Member at its discretion. Participating Members earn a referral fee equal to fifteen percent (15%) of the referred Scaleup Member’s first-year subscription fees for each new Scaleup Member successfully introduced to the Platform. Referral fees are subject to the terms, conditions, and payment structure set forth in the Referral Rewards Program Agreement, which must be executed by each participating Member.

Regulatory Disclaimer

Nothing on the Platform constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation of any security, investment product, fund interest, tokenized instrument, or digital asset. The Platform and the services described herein are not intended to constitute, and shall not be construed as, investment advice, broker-dealer services, transfer agent services, or any other activity requiring registration with the U.S. Securities and Exchange Commission, any state securities regulator, the Financial Industry Regulatory Authority, or any comparable regulatory authority in any jurisdiction. Members are solely responsible for obtaining independent legal, tax, financial, and investment advice before engaging in any transaction or arrangement facilitated through or described on the Platform.