Terms of Service

Updated: September 1, 2023

This Terms of Service Agreement, along with any supplemental terms provided in connection with this agreement or your use of the Site, Services, and/or Platform (collectively, the “Agreement”) is a legal agreement between you and Liquid, Inc., a Delaware corporation and its subsidiaries and affiliates (collectively, “Liquid”). This Agreement contains the terms and conditions that govern the use of Liquid’s vendor onboarding, management, and payment platform (the “Platform”). Liquid directly, and through its websites (www.poweredbyliquid.com and goliquid.io) and the associated domains thereof (the “Site”), offers customers the products and services listed on the Site (as such list may be updated or modified from time to time, collectively, the “Services”).

This Agreement is applicable to all persons who use or access the Platform, Site and/or Services, in their individual capacity or on behalf of another. If you are an individual entering into this Agreement on behalf of another, whether a natural person (an “Individual”) or legal entity (an “Entity”), (i) you represent and warrant that you have full legal authority to bind such Individual or Entity to this Agreement, and (ii) you agree, on behalf of such Individual or Entity, to the terms and conditions of this Agreement, and your agreement to these terms will be treated as the agreement of such Individual or Entity. In that event, “you” also refers to that Individual or Entity. Notwithstanding the foregoing, if the Individual or Entity has a separate contract with Liquid with respect to the Services, the terms of that separate contract will control.

When you agree to and accept this Agreement, you do so on behalf of yourself and any person whom you entitle or authorize to use your Liquid account (with you, each a “User” of your Liquid account). You are responsible for obtaining all necessary consents and authorizations to accept this Agreement on behalf of others. By clicking the applicable button to indicate your acceptance of this Agreement, or by accessing or using the Platform, Site, or Services, you agree, effective as of the date of the first such action, to be bound by this Agreement. If you do not agree to this Agreement, you may not access or use the Platform, Site, or Services.

IMPORTANT NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE LIQUID PLATFORM, SITE, AND SERVICES. IT AFFECTS YOUR AND YOUR USERS’ LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.

1. Privacy Policy

Please read Liquid’s Privacy Policy (goliquid.io/privacy-policy) for information on how Liquid collects, uses, retains, discloses and safeguards User information. You acknowledge and agree that Liquid may collect, use, retain and disclose such information pursuant to Liquid’s Privacy Policy, as it may be updated from time to time.

2. Liquid Account

To use the Platform and access the Services, you must register for and maintain an account (an “Account”) with Liquid unless you are a Guest Client (as defined below). Account registration requires you to submit to Liquid certain personal information, such as your name, address, phone number, and email address, as well as information about your Entity or Individual, as applicable. If you are a Client (as defined below), you must also submit at least one active and valid payment method supported by Liquid. You hereby authorize Liquid to obtain and store your Account information as necessary to make the Platform, Site, and Services available to you and your Users.

You agree to provide accurate Account information and promptly update this information if it changes. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired Payment Method on file, may result in your and your Users’ inability to access or use the Platform or Services. You are responsible for all activity that occurs under your Account, including that of your Users. You must maintain the security of your Account and promptly notify us if you discover or suspect that someone has accessed your Account without your permission. We reserve the right to reclaim usernames or accounts on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames or accounts.

As an Account holder, you are either a “Client” or a “Vendor”. A Client (with the exception of Guest Clients) maintains an active subscription to the Liquid Services and is entitled to use the Services in accordance with its subscription plan then in effect. A Vendor is associated with a Client and may receive contracts, work orders/purchase orders, and payment from the Client, execute documents with the Client and create, upload, and/or submit invoices to the Client; provided, if a Client is a Guest Client, then the associated Vendor(s) may only submit invoices to and receive payment from such Guest Client.

You represent and warrant that (i) all Users are at least 18 years of age; (ii) you are not located in a country/region that is subject to U.S. Government sanctions or embargoes, or that has been designated by the U.S. Government as a Specially Designated National (SDN) or “terrorist supporting” country/region; (iii) you have not previously been suspended or removed from the Platform; (iv) you are not barred from using the Platform, Site, or Services under applicable law; (v) you will provide all documentation requested by Liquid to verify identity and creditworthiness; (vi) your business is not in a restricted category (see the Section below entitled “Acceptable Industries”); and (vii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Use of all or any portion of the Platform, Site, and Services is conditioned upon your and your Users’ full compliance with this Agreement and all applicable laws, rules, and regulations.

3. Services

Liquid offers the following Services subject to an active subscription plan maintained by you or, if you are a Vendor, your associated Client. The description and availability of Services may be updated, eliminated, or otherwise modified from time to time, and Liquid will provide you at least thirty (30) days’ advance written notice of any modifications to the descriptions of such Services as contained in this Section 3 or of the discontinuance of any Service.

Contract Management Service -- enables Clients (with the exception of Guest Clients) to standardize, onboard, and execute contracts with Vendors;
Work Order and Purchase Order Management Service -- enables Clients (with the exception of Guest Clients) to send, collect, and/or agree upon work orders/statements of work/purchase orders with their Vendors;
Liquid Billing and Payment Service -- enables Clients (with the exception of Guest Clients) to (a) permit their Vendors to create, upload, and or/submit invoices to the Client, and (b) collect, review, and pay invoices of their Vendors. To utilize this Service, the Payer must maintain an active and valid Payment Account and the Vendor must maintain an active and valid Receiving Account. “Payer”, “Payment Account” and “Receiving Account” are each defined below.

A Vendor may transmit an invoice for payment to an Entity or Individual that does not have an active subscription to the Liquid Services. In that case, the Entity or Individual is able to act as a “Guest Client” and utilize the Liquid Billing and Payment Service. A Guest Client shall be deemed a “Client” for purposes of this Agreement and shall be subject to the terms contained herein except where noted.

Provided that you and your Users comply with the terms and conditions of this Agreement, then for so long as you or your associated Client (if you are a Vendor) have an active subscription, Liquid will provide you and your Users with the applicable Service(s) for use consistent with the terms of this Agreement. Users may have access to different features based on the permissions you grant them.

4. Service Fees and Payment Terms

As a Client, you agree to pay all applicable fees for the Services (“Service Fees”), which may include without limitation account subscription fees (the “Platform Fee”), Transaction Fees (as defined below), payment processing fees, exceptions processing fees or other special service fees in accordance with the fee schedule at goliquid.io/pricing (“Fee Schedule”).

Platform Fee. The Platform Fee is the monthly fee charged by Liquid for access to and use of the Liquid Platform, Site, and Services. The Platform Fee is paid in advance and will be charged to your Payment Method at the start of your paid subscription to the Liquid Services and on each monthly anniversary of the start date (each such date, the “Billing Date”).

Transaction Fee. A Transaction Fee is a fee that may be assessed by Liquid for each invoice payment to your Vendor (each, a “Transaction”) processed by Liquid or its designated third-party payment processor (“Payment Processor”) and is expressed as a flat fee and/or percentage of the total Transaction amount, where the applicable amount is determined pursuant to the Fee Schedule. On the Billing Date, Liquid will charge you for all outstanding Transaction Fees that have not previously been charged.

As a Guest Client, you will be assessed Transaction Fees at the time of invoice payment in accordance with the fee schedule provided in the email containing the invoice to be paid.

You authorize Liquid to charge your Payment Method, including on a recurring basis, for all Service Fees as they become payable, plus any applicable taxes (“Authorization”). You agree that you are responsible for the full amount of applicable Service Fees for each billing cycle in which you use the Service or maintain an Account, even if you do not use the Service during the billing cycle or use the Service for only a portion of the billing cycle. The Authorization continues in effect until Liquid or you terminate your subscription to the Services in accordance with the terms of this Agreement, and any and all outstanding Service Fees have been paid in full. Unless otherwise indicated, all Service Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency. All Service Fees are non-refundable.

From time to time, Liquid may offer a promotional code or a free trial that results in a discount on the Platform Fee for a limited time. Should you qualify and redeem such an offer, you will remain responsible for all assessed Transaction Fees and other applicable fees.

You agree to reimburse Liquid for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. Liquid may store and continue billing your Payment Method even if it has expired to avoid interruptions in Services provided to you. If Liquid is unable to charge your Payment Method for any reason (such as expiration or insufficient funds), you must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for returned items, plus interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the date the amount was due until the date that payment is received, plus attorneys’ fees and other costs of collection as permitted by law. You acknowledge and agree that the Service Fees you pay Liquid are for access to and use of the Liquid Platform, Site, and Services. As between you and Liquid, you are solely responsible for any other fees that may be assessed by third parties with respect to or in connection with payments you make to Vendors, including without limitation processing or other fees assessed by the Vendor’s bank, wire fees, and foreign transaction fees.

Liquid reserves the right to modify, terminate, or otherwise amend the subscription plans or Fee Schedule from time to time, in its sole discretion. If we modify the Fee Schedule, we will post the revised Fee Schedule on the Site and notify you by email at least thirty (30) days in advance of the effective date of such changes ("Fee Modification Date"). If the revised Fee Schedule is not acceptable, your sole and exclusive remedy shall be to stop using the Services and cancel your subscription (if applicable) prior to the Fee Modification Date. By continuing to access the Services and/or maintain an Account after the Fee Modification Date, you accept and agree to be bound to the revised Fee Schedule unless Liquid elects, in its sole discretion, to maintain your previous Fee Schedule.

5. Subscriptions, Automatic Renewals and Free Trials

Your subscription to Liquid’s Services automatically renews for successive one (1) month periods until terminated by you or Liquid as expressly permitted herein. You must cancel your Liquid subscription prior to the next Billing Date to avoid being charged the Platform Fees for the next billing cycle. If you opt into a free trial subscription, the free trial subscription may, as communicated to you, automatically convert to a paid subscription unless you cancel before the end of the trial subscription. Should the trial subscription convert into a paid subscription, Liquid will charge the applicable Service Fees after the trial period ends. The Service Fees and terms will be explained during the subscription process. In addition, Liquid will provide an email acknowledgement that discloses the terms and cancellation policy for every subscription.

Changing your Liquid Plan. Subject to your compliance with the terms of this Agreement, you may change your subscription to the Liquid Services at any time either to upgrade or downgrade your subscription plan.

Upgrade -- Should you upgrade your subscription plan, we will change your Billing Date to the date you upgrade (the “Upgrade Date”) and will promptly charge you (i) the applicable Platform Fee for the upgraded subscription plan less the pro-rated Platform Fees previously paid for such period for the previous subscription plan, and (ii) all outstanding Transaction Fees that have not previously been charged.

Downgrade -- Should you downgrade your subscription plan, your new subscription plan will be effective upon your next Billing Date. You will continue to have access to the Liquid Services features provided under your current subscription plan until the next Billing Date.

Cancellation. You can cancel your Liquid subscription at any time, and your access to the Liquid Services will terminate at that time. To cancel, go to support.poweredbyliquid.com, search for “cancel plan”, and follow the instructions for cancellation. Payments are nonrefundable and there are no refunds or credits for partially used periods.

Inactive Accounts. If your Account becomes inactive because you do not process a payment for an extended period of time or you have not linked an active and valid Payment Account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable state law. We may transfer any such "unclaimed" or "abandoned" funds in your Account as required or permitted by applicable law. As provided by and subject to applicable law, we may deduct a dormancy fee from any funds transferred under this paragraph.

6. Liquid Billing and Payment Service

Client Side

The “Invoice Payment Service” is a set of services, features and functionalities that enables Clients and Guest Clients to make payments to Vendors through the Service.

To use the Invoice Payment Service as a Client, you must associate one or more bank account(s) with your Liquid Account; to use the Invoice Payment Service as a Guest Client, you must provide your relevant bank account information. In each case, such bank account is referred to herein as the “Payment Account”. When you enter Payment Account information for purposes of the Invoice Payment Service, you represent and warrant:

You have the authority to provide and disclose the Payment Account information to Liquid;
You have the authority to and do authorize the initiation of ACH debit or credit entries, as applicable, to the Payment Account in accordance with any payment instructions provided in connection with your Liquid Account or use of the Service, and, as necessary, the initiation of adjustments or reversals as provided or permitted under this Agreement, or applicable law, rules or regulations;
You will provide complete and accurate information to Liquid about your Payment Account, including, but not limited to, information on the ownership of the Payment Account, and will notify us promptly if the Payment Account information or ownership changes; and
Each payment that a Payer (as defined below) initiates through the Services complies with this Agreement and applicable law, rules and regulations.

Authorized Payers. By entitling a User to make payments through the Service (with you, each a “Payer”), you represent and warrant to us that the Payer is authorized to instruct us to make payments and to initiate debit or credit entries, as applicable, to or from the Payment Account, as provided under this Agreement, the terms of the financial institution holding the Payment Account, and any applicable laws, rules, and regulations. You will be responsible for payments requested or made by a Payer, whether or not authorized by you.

Payment Instructions. When we receive a payment instruction from a Payer, we will use commercially reasonable efforts to make and deliver the payment, subject to this Agreement, and you authorize us to debit your Payment Account and remit funds on your behalf, all in accordance with the payment instructions. You agree to be bound by any payment instructions that a Payer provides to us, to the fullest extent allowed by law.

Rights We Reserve. We reserve the right to limit or cap or to refuse to make any payment transaction requested or initiated through the Invoice Payment Service without any liability therefor in the event: (i) your Liquid Account is not in good standing or you’re in breach of this Agreement, (ii) we reasonably believe our actions are required in order for us to comply with applicable laws, (iii) our Payment Processor refuses to or is unable to make the payment, (iv) we are required to take such actions in accordance with our Payment Processor Anti-Money Laundering or Know Your Customer requirements, (v) the payment could subject us to liability, or (vi) we are prevented from doing so for reasons beyond our control. In the event that we suspend or cancel a payment, you authorize us and we agree to credit the amount of any electronic ACH debit(s) received by us to fund the payment to your Payment Account, less any Service Fees or other amounts owed by you to us in connection with this Agreement. We reserve the right to expire, void or cancel any payment if the payment is not deposited or otherwise received and processed by a Vendor within a commercially reasonable amount of time, as determined by us in our sole discretion. If we expire, void or cancel any payment, (a) you authorize us and we agree to credit the amount of the payment to your Payment Account, less any Service Fees or other amounts owed by you to us in connection with this Agreement, and (b) we will promptly notify you, subject to any restrictions imposed by law enforcement or applicable law, of our action to expire, void or cancel such payment.

Vendor Payment. If a Payer chooses to associate with, connect with, or pay a Vendor, you acknowledge and agree that the Payer is solely responsible for selecting and paying the correct Vendor. We have no liability or responsibility if the Payer selects or pays an incorrect Vendor.

Payment Instruction Authorizations. When you create or associate a Vendor with your Account, you authorize us to follow the payment instructions that we receive from a Payer to pay that Vendor. We have no liability or responsibility if the Payer issues incorrect payment instructions.

Payment Method. To use the Invoice Payment Service, for each payment transaction, the Payer must choose an active and valid payment method to pay the Vendor. Available payment methods may include electronic ACH payment or credit/debit card payment. The payment method selected may be subject to additional terms. We reserve the right to change or limit the payment method options available to any Payer or Vendor, provided there will at all times during your subscription remain at least one (1) available payment method.

Payment Processing Dates. Payment transactions made through the Invoice Payment Service require sufficient time for us to debit your Payment Account and for your Vendor to receive payment. When making a payment through the Invoice Payment Service, the Payer must select an available date ("Process Date") on which we will initiate processing the ACH debit from your Payment Account to fund the payment. You agree that you are solely responsible for ensuring the Payer schedules payments and selects an appropriate Process Date for each payment transaction. You understand that the selection of a future Process Date may not be available for all products and services.

Payment Schedule. When provided by us, estimated payment dates are for convenience only. We do not guarantee that a payment to a Vendor will be made within any specific time frame and we have no liability or responsibility if a payment scheduled through the Invoice Payment Service is not made to a Vendor on or before any specific date except to the extent any such delay in payment is due to the negligent acts or omissions of Liquid. It is your sole responsibility to ensure that payment to a Vendor is made as required by agreement, law or otherwise. Except as otherwise agreed or required by law, we will not be liable, and you will be solely responsible for all penalties, interest charges, and other late payment fees associated with payments that are delivered after a specific date or the designated due date except to the extent any such delay in payment is due to the negligent acts or omissions of Liquid.

Payment Cancellation. You understand and agree that when a Payer authorizes a payment to be made to a Vendor through the Invoice Payment Service, such authorization remains in effect for thirty (30) days or until the payment Process Date, whichever is later. Payments that are scheduled and have a Process Date that is more than two (2) business days in the future may be cancelled by making a request by email to support@poweredbyliquid.com. Payments that are scheduled to be processed immediately or have a Process Date that is two (2) or less business days in the future cannot be cancelled and the Payer must request to void the payment.

Void Payment Requests. To stop a payment after it has begun to process, the Payer must request to void the payment (“Void Payment Request”) by submitting a request via email to support@poweredbyliquid.com. Upon receipt of a Void Payment Request, we will use commercially reasonable efforts to stop the payment, but you acknowledge and agree that we may be unable to stop the payment. Our ability to stop a payment depends on a number of factors, including but not limited to the payment method and whether the payment has cleared the Vendor’s account. You agree that we will not have any liability for failing to stop a payment that has begun to process. A Void Payment Request may be subject to a fee, which fee will be disclosed to Payer for approval upon receipt of the Void Payment Request.

Returned Transactions. You are solely responsible for the accuracy of the payment information or the payment instructions provided to us. If a payment is refused or returned, we will void the payment, unless we in our sole discretion agree to take other action on the payment such as crediting or reissuing the payment. If a returned or refused payment is voided, you authorize us and we agree to credit the amount of the payment to your Payment Account, less any Service Fees or other amounts owed by you to us.

Tax Forms. Should the Services to which you subscribe provide you the option to instruct Liquid to generate Forms 1099 or other tax forms relative to your Vendors, in so doing Liquid will rely on the information furnished by your Users, and Liquid will not be responsible or liable for any errors resulting from such reliance. The Forms 1099 or other tax forms generated by Liquid will only reflect those payments your Payers issued via the Liquid Services and will not reflect payments made to vendors by means other than the Liquid Services.

Document Management. As a Client (with the exception of Guest Clients), you may upload invoices, statements of accounts from Vendors, or other documents ("Invoices") to your Account. You may also authorize Vendors to send electronic Invoices to your Account, or you can create Invoices using the Services. As a Vendor, you may create Invoices using the Services. You are solely responsible for the Invoices uploaded, created, processed, approved, paid, and/or shared with third parties through your Account. We are not responsible for any Invoices, including those that are misdirected or not received through no fault of our own. Further, you acknowledge that the Services may allow you to create, upload and/or store contracts, work orders/statements of work/purchase orders, invoices, payment related records and other documents electronically, however Liquid is not and should not be considered an official record keeper or document repository. Accordingly, you will, to the extent you deem necessary, keep copies of all source documents containing the information stored electronically through the Services.

To the maximum extent permitted by law, you agree to be bound by all payment instructions initiated through your Account, whether or not authorized, except to the extent any unauthorized payment instructions were due to Liquid’s negligent acts or omissions. You agree that you will be liable for all losses or payments resulting from (i) inaccurate instructions or other errors, except to the extent limited by law; (ii) any fraudulent or illegal compromise of your systems; or (iii) the theft, loss, compromise, or unauthorized use of your Account, unless (a) you have notified us of possible theft, loss, compromise or unauthorized use, and (b) we have had a reasonable opportunity to act on that notice; provided, however, you will not be liable for such losses or payments to the extent any of the circumstances described in subsections (i), (ii) or (iii) were due to Liquid’s negligent acts or omissions. Upon your timely report, we may, in our sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous payments on your behalf, but we will have no responsibility, obligation, or liability in relation to such payments or any reversal or recovery attempts.

Vendor Side

To receive payments from a Client as a Vendor, you must associate one or more bank account(s) (individually and collectively, the "Receiving Account") with your Liquid Account. When you enter Receiving Account information, you represent and warrant:

You have the authority to provide and disclose the Receiving Account information to Liquid;
You have the authority to and do authorize the receipt of ACH debit or credit entries, or wire debit or credit entries, as applicable, to the Receiving Account and, as necessary, the initiation of adjustments or reversals as provided or permitted under this Agreement, or applicable law, rules or regulations;
You will provide complete and accurate information to Liquid about your Receiving Account, including, but not limited to, information on the ownership of the Receiving Account, and will notify us promptly if the Receiving Account information or ownership changes; and
Each invoice payment that you request from a Client through the Services is accurate and complies with this Agreement and applicable law, rules and regulations.

7. International Payments

The Invoice Payment Service allows certain payments to be made through the Invoice Payment Service to Vendors in certain countries outside the United States (the “International Payments Service”).

If you have an eligible Account, Payers may use the International Payments Service to make payments (“International Payments”) to Vendors located in certain eligible foreign countries. We reserve the right to select and change at any time, in our sole discretion, the eligible countries to which or the eligible currencies in which you may request payments to be made using the International Payment Service.

Making International Payments

Payment Processing Dates. You understand and agree that, for certain International Payments, the Payer may not be able to select or schedule a future Process Date. It is your sole responsibility to ensure that payment to your Vendor is made as required by agreement, law or otherwise.

Currency Conversion Rates. You understand and agree that International Payments may require the conversion of currency. In the event the Client elects to pay an invoice in a currency other than USD, the rate of currency conversion displayed at the time of invoice payment will determine the amount of the corresponding USD debited from the Client account. In the event the Client elects to pay an invoice in USD and the Vendor has elected to receive the payment in any currency other than USD, the rate of currency conversion may vary.

Payment Processors. You understand and agree that we may use one or more Payment Processors to process or execute International Payments, to convert currency, and/or to transmit and distribute funds to Vendors outside the United States.

Applicable Rules. You understand and agree that International Payments may be governed by rules of payment networks used to process such payments and Office of Foreign Assets Control (“OFAC") regulations, and may be subject to the laws of jurisdictions outside the United States, including the jurisdictions where the Vendors are located. The application of foreign laws or regulations to your International Payments may impact the rights and remedies that you have with respect to the International Payments.

Void Payment Requests. You acknowledge and agree that we cannot stop or void an International Payment after the payment has begun to process.

Business Payments Only. Our International Payments Service is intended for business payments or payments made by business entities and you represent and warrant that all Payers will use the International Payments Service solely for such purposes.

8. ACH Transactions

The following terms are applicable to Clients:

ACH Rules

Applicable Rules and Law. You agree that all electronic Automated Clearing House (“ACH”) transactions requested, initiated or otherwise processed in connection with your Account or your use of the Services are subject to this Agreement, the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”), and all other applicable laws, rules and regulations, which may include Uniform Commercial Code Article 4A or Regulation E. For purposes of the NACHA Rules, we are an “Originator” or a “Third Party Sender”.

Your Agreement and Representations. For purposes of ACH debits and credits, and all electronic payments made or received through the Services, you:

(i) understand and agree that all payments processed through the Services are funded by an electronic withdrawal (an “ACH debit”) processed for us through the ACH Network from your Payment Account;

(ii) Authorize us to initiate and process ACH debits and credits in accordance with your payment instructions and as provided under this Agreement; and

(iii) agree to be subject to and comply with this Agreement, the NACHA Rules, and all other applicable laws, rules and regulations.

Client

Debits from your Payment Account. When a Payer uses the Invoice Payment Service to pay a Vendor, you are responsible for the payment amount and agree to fund the payment to us. To fund the payment, you authorize us to process an ACH debit from your Payment Account in the full amount of each payment requested. If an ACH debit from your Payment Account to fund a payment made by a Payer through the Service is rejected or returned by your bank for any reason, YOU UNDERSTAND AND AGREE THAT YOU CONTINUE TO BE RESPONSIBLE FOR FUNDING THE PAYMENT AMOUNT AND AGREE TO PAY THE AMOUNT OF THE REJECTED DEBIT DIRECTLY TO US WITHIN 5 BUSINESS DAYS. You also agree that we may resubmit a returned or rejected ACH debit to your Payment Account, in our sole discretion. You agree to pay all penalties, interest charges, late payment fees, service fees, and/or interest related to the rejected or returned funding ACH debit. You certify that your Payment Account is enabled for ACH debits, and agree to reimburse us for all penalties and fees incurred if any funding ACH debit is rejected or returned because your Payment Account was not properly configured to accept ACH debits. If an ACH debit processed by us from your Payment Account is rejected or returned for any reason, we reserve the right to suspend all payments from your Account or terminate your Account, all in our sole discretion. Liquid will use commercially reasonable efforts to provide advance notice to you, subject to any restrictions imposed by law enforcement or applicable law, prior to suspending payments or terminating your Account in accordance with this Section.

Returns and Maintaining Sufficient Funds. When using the Service, you understand and agree that it may take more than 60 days for us to receive notice of the return or reversal of an ACH debit and/or to exercise any rights granted or reserved under this Agreement. You agree at all times to maintain sufficient funds in your Payment Account to satisfy all obligations to us in connection with your Account and your Payers’ use of the Service, including returns, reversals, and associated fees, and to add funds immediately if we notify you that your funds are insufficient.

Ownership of Funds Collected for Payment. In the event that we process an ACH debit to fund a payment before we make the associated invoice payment disbursement, the funds collected through the ACH debit will be held in a master bank account owned by us, as custodian and agent on your behalf and for your benefit. These funds may be commingled with other funds similarly collected and held by us for purposes of making payments requested through the Service. Even though the funds will be held in an account owned by us, the funds are held solely for your benefit, not us, and you will be principal with respect to those funds.

ACH Payments and Credits

ACH Payments. When using the Invoice Payment Service, if permitted by your Account, your subscription and this Agreement, your Payers may choose to pay Vendors by electronic ACH payment. ACH payments may not be available for all payments, including but not limited to payments made in international currency.

Credit of Returned or Cancelled Payments. If a payment requested or made through the Invoice Payment Service is returned or cancelled, we reserve the right to process an ACH credit in the amount of the payment to your Payment Account, less any Service Fees or other amounts owed to us.

9. Rights You Grant to Us

Right to Refuse to Make Payment. You grant to us and we reserve the right to limit or to refuse to make, process or issue any payment initiated or requested through the Service for any reason, in our reasonable discretion, without any liability therefor. We will provide notice promptly, subject to any restrictions imposed by law enforcement or applicable law, if we decide to limit or refuse to make, process or issue a payment unless such payment is prohibited by law or this Agreement.

Transaction Limits. When you use the Service, you grant us and we reserve the right, in our reasonable discretion, to impose limits on the amount of money sent through the Service, on a per transaction or a cumulative basis, and to change those limits at any time, without any liability therefor. If we impose or change such limits, we will use commercially reasonable efforts to provide notice to you, but will not be required to do so.

Right of Set Off. To the extent permitted by law, you grant us the right to apply or set off any money or credit balance in which you have an interest and which is in our possession, custody or control, in satisfaction of any amounts or liabilities that you owe to us under this Agreement.

10. Anti-Money Laundering and Know Your Customer Requirements

US Patriot Act. To help the U.S. government fight the funding of terrorism and money laundering activities, federal and state law requires financial institutions, including businesses who process payments, to obtain, verify, and record information that identifies every customer. This means that when you create an Account, we will ask you for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents, such as business-related documents.

Verification Required. We reserve the right to refuse to allow any User to use or access the Service if we are unable to obtain or verify the required information relating to identity or financial condition. Notwithstanding any steps that we take to verify the information provided to us, you represent and warrant that all information you provide is complete, truthful, accurate, and up-to-date.

Review of Accounts and Payments. You grant to us and we reserve the right to review or place on hold any Liquid Account or any payment requested through the Service for credit and fraud risk or compliance with applicable laws, such as anti-money laundering regulations, combating terrorist financing laws and OFAC sanctions. We may place a hold on a payment for as long as reasonably necessary to conduct an appropriate inquiry regarding the payment, a Liquid Account, a User, an Entity or Individual, or any related facts or circumstances. Depending on the results of this review, we reserve the right to take appropriate action, including cancelling the payment, reversing the payment, or continuing to hold the payment pending instructions from a government agency.

Reports. You acknowledge that we may make available appropriate reports regarding payments made through the Service, including but not limited to financial institutions, regulators, tax agencies and law enforcement authorities, as required or permitted by law, and we will cooperate with the appropriate authorities in any resulting investigation or prosecution.

Contact Information

If you have any questions about this Agreement, the Platform, Site, or Services, you may contact Liquid at admin@poweredbyliquid.com.

11. Third-Party Services, Websites, and Resources

Through the Platform, Site or Services, you and your Users may be provided access to or have the ability to enable third-party software, applications, products or services, may receive links to third-party websites or resources, or may be offered the opportunity to receive services from partners of Liquid (collectively, the “Third-Party Services,” and such providers, “Third-Party Providers”). Such Third-Party Services are ancillary to the Services and are made available only as a convenience, and your purchase, receipt, access or use of any such Third-Party Services is solely between you and the applicable Third-Party Provider. In some instances, Liquid may receive a revenue share from Third-Party Providers. You are solely responsible for, and assume all risk arising from, your and your Users’ election to access and receive any Third-Party Service. Liquid is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services.

The applicable Third-Party Providers may require you to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to you. If you install or enable a Third-Party Service for use with the Services, or elect to access or receive a Third-Party Service, you (i) authorize Liquid to allow the Third-Party Provider to take the actions required for the interoperation of the Third-Party Service with the Services, and (ii) authorize Liquid to submit to the applicable Third-Party Provider any and all documents and information about you, your business and your business’ employees that are necessary for such Third-Party Provider to provide the Third-Party Service to you, including, without limitation, information about your Payment Method and information about your use of the Services (collectively, the “Shared Information”). You are responsible for the accuracy of all Shared Information. You represent and warrant that you have all the rights in and to any Shared Information necessary to provide Shared Information to Liquid and for Liquid to provide it to Third-Party Providers, and that Liquid’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy, intellectual property or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. You agree that by electing to access or receive a Third-Party Service, and by consenting and authorizing Liquid to submit your Shared Information to a Third-Party Provider as stated herein, you have waived and released any Claim (as defined below) against Liquid and its directors, officers, and employees arising out of a Third-Party Provider’s use of your Shared Information, even if that use is not authorized by the applicable agreement between you and the Third-Party Provider.

You understand that your use of any Third-Party Service is not governed by this Agreement or the Liquid Privacy Policy. If you decide to access or receive a Third-Party Service, you will be responsible for reviewing, understanding, and accepting the terms and conditions associated with its use. You acknowledge and agree that your use of a Third-Party Service, including those that have a link on or are integrated into the Liquid Site, is subject to and governed by that Third-Party Service’s own terms of use and privacy policies. Prior to linking your Liquid account to a Third-Party Service, such as accounting software, you should determine if the Third-Party Service is sufficiently secure to protect your Liquid account. Liquid expressly disclaims all responsibility and liability for your use of any Third-Party Service and for any corresponding losses or damages you may suffer as a result of access to or by a Third-Party Service or a Third-Party Provider.

The availability of Third-Party Services via the Platform, Site or Services, or the integration or enabling of such Third-Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Liquid. Liquid does not guarantee the availability of Third-Party Services and you acknowledge that Liquid may disable access to any Third-Party Services at any time in its sole discretion.

12. Proprietary Rights

User Content and Licenses Granted

Our Services allow you and other users to host, create, post, store and transmit information and content, including, without limitation, messages, text, photos, videos, software and other materials (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to the User Content, as between you and Liquid.

You grant Liquid a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to host, transmit, use, reproduce, modify, adapt, publish, process, translate, distribute and display the User Content, as well as to transfer the User Content to third parties including but not limited to vendors, Payment Processors, or any other Third-Party Providers used by Liquid as necessary for us to provide the Services.

We provide certain functions that allow you to control who may access User Content. If you enable the features that allow you to share the User Content with others, anyone you have shared content with (including the general public, in certain circumstances) may have access to User Content.

You may not host, create, post, store or share any User Content that violates this Agreement or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that (i) you have all necessary rights in and to the User Content, and (ii) the User Content and Liquid’s use and/or disclosure of User Content as contemplated hereunder will not (a) cause injury to any person or entity, (b) violate any rights of privacy, intellectual property or other proprietary rights, or (c) violate this Agreement or any applicable local, state, or federal laws, regulations, orders, or rules.

You must use a secure encrypted connection when transmitting User Content to us. It is your responsibility to make backups of User Content. You are solely responsible for protecting your passwords and for limiting access to your user account, computers, and devices.

Liquid’s Intellectual Property Rights

“Liquid Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through or in connection with the Platform, Site and/or Services by Liquid, other than User Content. User Content, Liquid Content and all content posted, generated, provided or otherwise made available through or in connection with the Platform, Site and/or Services by a party other than you or Liquid (“Third-Party Content”) shall be collectively referred to herein as “Content.” Liquid and its licensors shall exclusively own all worldwide right, title, and interest in and to the Liquid Content, Platform, Site and Services, and all portions thereof, including but not limited to, all copies, improvements, enhancements, modifications and derivative works thereof, and including in each case all associated intellectual property rights (“Liquid IP”). You acknowledge that the Liquid Content, Platform, Site and Services are the proprietary property of Liquid or its licensors and are protected by copyright, trademark, patent and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Liquid Content, Platform, Site or Services. This Agreement does not convey any proprietary interest in or to any Liquid IP or rights of entitlement to the use thereof except as expressly set forth herein. Your right to use the Liquid Content, Platform, Site and Services shall be limited to those expressly granted in this Agreement and shall terminate upon termination or expiration of the Services or this Agreement. No license or right is granted to you or any third party by implication, estoppel or otherwise. Any feedback, comments, and suggestions you may provide for improvements to the Liquid Content, Platform, Site or Services (“Feedback”) is given entirely voluntarily and Liquid will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback you provide to Liquid in response to any surveys Liquid conducts, through any available technology, about your experience.

Subject to your compliance with this Agreement, Liquid grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services and access, view, and download Liquid Content solely in connection with your permitted use of the Platform for your own behalf.

This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Liquid, solely in the manner authorized by these terms and solely until this Agreement is terminated by you or Liquid as expressly permitted herein.

13. General Prohibitions

You agree not to take any of the following actions:

Post, upload, publish, submit, share, distribute, or transmit any User Content that: (i) you lack the authority to post, upload, publish, submit, share, distribute, or transmit; (ii) infringes, misappropriates, or violates a third-party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (iii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iv) is fraudulent, false, misleading, or deceptive; (v) is defamatory, indecent, obscene, pornographic, vulgar, or offensive; (vi) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (viii) promotes illegal or harmful activities or substances; or (ix) contains software viruses, worms, defects, Trojans, adware, spyware, malware, or other similar computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware device;
Use the Services other than as authorized in this Agreement;
Resell, sublicense, timeshare, or otherwise share the Services with any third party;
Display, mirror, or frame (i) the Site, or the layout or design of any page on the Site or form contained on a page; (ii) the Platform; (iii) the Services; or (iv) Liquid Content or any individual element within the Site, Platform, or Services, including Liquid’s name and any Liquid trademark, logo, or other proprietary information, in each case, without Liquid’s express prior written consent;
Access, tamper with, or use non-public areas of the Platform, Site, Services, Liquid’s computer systems, or the technical delivery systems of Liquid’s providers;
Interfere or attempt to interfere with the proper working of the Platform, Site or Services (including but not limited to any application, function, or use of the Services) or any activities conducted on the Services;
Take any action that imposes or may impose (as determined by Liquid in Liquid’s sole discretion) an unreasonable or disproportionately large load on the infrastructure of Liquid, its Payment Processors, or Third-Party Providers;
Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
Harvest or scrape any Content from the Platform, Site or Services;
Attempt to probe, scan, or test the vulnerability of any Liquid system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Liquid or any of Liquid’s providers or any other party (including another user) to protect the Platform, Site, Services, or Content;
Attempt to access or search the Platform, Site, Services, or Content or download Content from the Platform, Site or Services through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like), other than the software and/or search agents provided by Liquid or other generally available web browsers;
Access the Services for the purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation through the Platform or Services;
Use any meta tags or other hidden text or metadata utilizing a Liquid trademark, logo, URL, or product name without Liquid’s express written consent;
Use the Platform, Site, Services, or Content, or any portion thereof, (i) for any unlawful purpose, (ii) for any purpose other than your internal business purposes, or (iii) for the benefit of any third party or in any manner not permitted by this Agreement;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform, Services, or Content to send altered, deceptive, or false source-identifying information;
Attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, or underlying ideas, or algorithms of any of the software used to provide the Platform, Site, Services, or Content;
Modify, translate, or otherwise create derivative works of any part of the Platform, Site, Services, or Content other than your own User Content;
Interfere with, or attempt to interfere with, the access of any user, host, or network, or use any device, software, or routine that is intended to damage, surreptitiously intercept, or expropriate any system, data, or communication, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Platform, Site or Services;
Collect from or store on the Platform, Site or Services any personally identifiable information or protected health information of other users without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Engage in any fraudulent, deceptive, or illegal practices or activities, or use the Platform, Site or Services to directly or indirectly support any such practices or activities;
Violate any applicable law, rule, or regulation, or the National Automated Clearing House Association Operating Rules, as they may be amended from time to time (as amended, the “NACHA Rules”); or
Encourage, assist, or enable any other individual to do any of the foregoing.

14. Liquid’s Rights to Monitor User Content and Conduct

Although Liquid is not obligated to monitor access to or use of User Content or to review or edit any User Content, Liquid has the right to do so for the purposes of operating the Platform, Site, and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. Liquid reserves the right, but is not obligated, to remove or disable access to any User Content if Liquid reasonably considers any User Content to be objectionable or in violation of this Agreement. In such event, Liquid will endeavor to provide advance notice to the extent possible.

Liquid has the right to monitor access to and use of the Platform, Site, Services, and Content and to investigate conduct that Liquid believes could affect the Platform, Site, Services, or Content, including violations of this Agreement. Liquid may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute users who violate the law.

15. Acceptable Industries

The Liquid Platform and Services may not be used in connection with the following types of businesses and business practices, which list may be updated from time to time. Additional restricted businesses may be added as a result of the requirements of our financial services providers or as otherwise decided. In certain cases, businesses listed below may be eligible for processing with explicit prior approval. Note, however, that businesses that offer illegal products or services under federal or state law are never eligible to use our services.

By agreeing to this Agreement and using the Services, you confirm that your business is not in one of the following restricted categories:

Mortgage, investment, debt and credit services, including mortgage consulting, debt reduction, and credit counseling or repair
Money and financial services, such as payday lenders, money services providers, check cashers, issuers of money orders, currency exchangers, bail bonds, and collection agencies
Virtual currency or stored value, including digital currency such as bitcoin, virtual/video game currency and credits, and businesses who operate in those industries such as brokers, miners, processors and dealers
Intellectual property or property rights infringement
Dealing in counterfeit or unauthorized goods
Gambling, including any entities who engage in or provide gambling services
Regulated or illegal products or services (excluding childcare), including tobacco/e-cigarette/e-liquid sales, online pharmacies, weapons, fireworks, and age-restricted goods or services
Get rich quick schemes
Mugshot publications or pay-to-remove sites
No-value-add services
Aggregation
Drugs and drug paraphernalia, including all activities related to the processing, distribution and sale of marijuana
High risk businesses
Multi-level marketing, including pyramid schemes, affiliate marketing and the like
Social media activity
Substances that mimic illegal drugs
Video game or virtual world credits

16. E-Signatures and Electronic Documents

Liquid provides an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that you use the E-Sign Service, you are expressly (i) affirming that you are able to access and view the document (the “Document”) you are electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.

You acknowledge and agree that (i) Liquid is not a party to any Document made available via the Services and/or signed via the E-Sign Service, and Liquid does not make any representation or warranty with respect to the contents of the Documents or the transactions that are the subject matter of the Documents; (ii) as between Liquid and you, you have exclusive control over and responsibility for the content, quality and effect of all Documents; (iii) certain types of documents and agreements may be subject to specific regulations governing electronic signatures and records, and Liquid is not responsible for determining the extent to which such laws may apply to Documents; (iv) certain consumer protection laws and related regulations may impose specific requirements with respect to electronic transactions involving one or more “consumers”, and you are solely responsible for determining whether a “consumer” is a party to the transaction and for complying with all applicable requirements imposed by law; and (v) you have sole responsibility for determining the applicability of any legal requirements pertaining to the retention of your Documents. Liquid makes no representations or warranties regarding, and has no responsibility or liability with respect to, the content, validity or enforceability of electronic documents or electronic signatures. Liquid is not responsible or liable for any matters or disputes arising from the Documents. ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS YOUR RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.

While many users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and you can choose to manually sign Documents if you prefer. If you would like to manually sign a Document, you should (i) inform the party that sent you the Document of your decision to manually sign such Document; (ii) ensure you do not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for you to sign. Obtaining a physical, non-electronic copy of the Document is solely your responsibility, and Liquid has no responsibility or liability with respect to such matter.

17. Service Level Agreement

During the period in which you maintain a paid subscription to a Liquid Service, such Service will provide a Monthly Uptime Percentage (as defined below) to you of 99.5% for each calendar month of the subscription (the “Service Level Objective” or “SLO”).

If Liquid does not meet the SLO during two or more consecutive calendar months and provided you’re not in breach of this Agreement, you will be eligible to receive a credit (“Credit”) equal to the prorated amount of Platform Fees attributable to the Downtime (as defined below), which Credit shall be applied against your next subsequent invoice(s) until the Credit is exhausted. This SLA states your sole and exclusive remedy for any failure by Liquid to meet the SLO.

To receive the Credit, you must notify Liquid at support@poweredbyliquid.com within twenty (20) days of the end of the last month of the consecutive two-month period for which a Credit claim is made. Failure to comply with this requirement will forfeit your right to receive a Credit.

The notification you submit must identify (i) the dates, times and duration of Downtimes, and (ii) any technical support you requested or remediation implemented. Before processing any Credit request, Liquid will validate the information provided in the request to confirm the loss of availability, its timeframe, and corresponding Credit. All availability calculations will be based on Liquid’s system records.

“Monthly Uptime Percentage” for a given calendar month is calculated according to the following formula: ((total minutes in a calendar month – total minutes of Downtime (as defined below)) / total minutes in a calendar month) x 100

“Downtime” shall mean the total minutes that the Platform is unavailable due to problems inherent to the Platform. “Downtime” shall not include periods of unavailability (i) caused by factors outside of Liquid’s reasonable control; (ii) that resulted from your software, hardware and/or Third-Party Services; (iii) that resulted from misuse or other actions that violate this Agreement; (iv) caused by the suspension or termination of your right to use the Services; (v) due to regularly scheduled maintenance; or (vi) separate instances of Services unavailability of less than five (5) minutes each. Further, this SLA does not apply to any features or Services designated pre-general availability.

18. Warranty Disclaimers

Liquid is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by Liquid via the Platform, Site, Services or otherwise, including without limitation all forms and agreement templates, is provided as a convenience and for informational purposes only and should not be interpreted as professional advice. The forms and agreement templates are not substitutes for the advice or services of an attorney or other professional.

We strive to keep the content accurate, complete and current. However, the law is dynamic and always changing, thus we cannot guarantee that all of the content provided via the Platform, Site, Services or Content is accurate, relevant to your circumstances, complete, sufficient or current. The law varies from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. Should you require legal, regulatory, tax, financial, accounting, employment, or other professional services or advice, you should consult with a licensed attorney or other appropriate professional. Notwithstanding the foregoing, certain Third-Party Providers have licensed professionals who may provide professional advice; any such advice provided to you shall be governed by the agreements in place between the respective Third-Party Provider(s) and you and Liquid shall have no responsibility or liability with respect thereto.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) THE PLATFORM, SITE, SERVICES, LIQUID CONTENT AND THIRD-PARTY CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND MADE BY LIQUID OR ITS LICENSORS, AND (B) LIQUID AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. LIQUID AND ITS LICENSORS MAKE NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR SUITABILITY OF THE PLATFORM, SITE, SERVICES, LIQUID CONTENT OR THIRD-PARTY CONTENT OR OTHER INFORMATION PROVIDED BY OR LINKED TO THE SERVICES. LIQUID AND ITS LICENSORS CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. LIQUID AND ITS LICENSORS DO NOT WARRANT THAT THE PLATFORM, SITE, SERVICES, LIQUID CONTENT OR THIRD-PARTY CONTENT WILL (I) MEET YOUR EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM DESTRUCTION. IN ADDITION, LIQUID AND ITS LICENSORS EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE U.S. LOCAL, STATE, OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION.

Except as expressly set forth in Section 17 Service Level Agreement, Liquid makes no representations or warranties about the uptime, availability, or permissibility of the Platform, Site or Services in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform, Site and/or Services may be inaccessible and unavailable, with or without notice to you. Liquid does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Liquid may change or discontinue the Platform, Site or Services or any portion thereof at any time, and will provide at least thirty (30) days’ written notice to you in the event the changes reduce the functionality of the Site or Services in a material manner. Liquid is not a storage service and has no obligation to store, maintain, backup or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.

The Platform’s and/or Service’s performance of actions initiated by you may irrevocably modify and/or delete User Content. YOU ACKNOWLEDGE AND AGREE THAT LIQUID IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT INITIATED BY YOU.

Liquid does not warrant, endorse, guarantee, or assume responsibility or liability for (i) other Liquid users, including transactions and disputes between Clients and associated Vendors, or (ii) any product or service, including without limitation, Third-Party Services, advertised or offered by a third party through the Platform, Site or Services, and Liquid will not be a party to or in any way be responsible for monitoring any transaction between you and other providers of products or services. Further, Liquid is a software platform provider that provides onboarding, management, invoicing and payment Services to Clients and Vendors, and is not a party to the transactions between such Clients and Vendors. As such, Liquid has no responsibility or liability for transactions or disputes between Clients and Vendors, whether regarding the terms of the Client/Vendor agreement(s), invoicing, payment, performance or non-performance, work or other aspects of the relationship.

19. Indemnity

You agree to indemnify and hold harmless Liquid, its parent and subsidiaries, and their respective officers, directors, employees, and agents (collectively, the “Indemnified Parties”), from and against any and all claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, attorneys’ fees) (collectively, the “Claims”), which arise out of, relate to or result from (i) you and your Users’ access to or use of the Platform, Site, Services, Content, or Third-Party Services or any of your Users’ relationship with a Third-Party Provider; (ii) User Content; (iii) your or your Users’ violation or alleged violation of this Agreement; (iv) your violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) your violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) your violation of the NACHA Rules; (vii) your gross negligence, fraudulent activity, or willful misconduct; (viii) any Indemnified Party’s use of or reliance on information or data furnished by you, your employee(s), your independent contractor(s), or any of your authorized representatives in providing the Services, or otherwise in connection with this Agreement; (ix) actions or activities that any Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that Liquid or any other Indemnified Party reasonably believes to be you, your User, or Payer or any of your authorized representatives (each such action or activity, a “Requested Action”); (x) any Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (xi) your failure, or the failure of any of your authorized representatives, to properly follow Liquid’s instructions with respect to the Services.

If you become aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to Claims against Liquid or you in connection with this Agreement, you must use reasonable efforts to mitigate any loss that may give rise to such Claims.

20. Limitation of Liability

Liquid is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) any consequences or Claims directly or indirectly resulting from your delay in providing, or your failure to provide, Liquid with information necessary for its provision of Services; (iii) payments to or from you, or any transactions or disputes between Client and Vendor (except to the extent due to Liquid’s negligent acts or omissions), (iv) your violation of the NACHA Rules; (v) unauthorized third-party actions taken in your Account and any transactions, consequences, or Claims arising therefrom, except to the extent due to Liquid’s negligent acts or omissions; (vi) your negligence or any negligence of your authorized representatives; (vii) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by you through reasonable efforts; (viii) any circumstances or Claims arising out of or related to a Third-Party Provider's use of your Shared Information; (ix) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom (except to the extent due to Liquid’s negligent acts or omissions); or (x) your failure, or the failure of any of your authorized representatives, to properly follow Liquid’s instructions with respect to the Services.

NEITHER LIQUID NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, DELIVERING OR PROVIDING THE PLATFORM, SITE, SERVICES, OR LIQUID CONTENT WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES RELATED TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SITE, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LIQUID HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL LIQUID’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SITE, SERVICES, OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO LIQUID FOR USE OF THE PLATFORM, SITE, SERVICES, OR CONTENT IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LIQUID AND YOU.

Without limiting the generality of the foregoing, the Platform, Site and Services rely on third-party technology and services, such as application programming interfaces and web hosting services. Any change to the products or services offered by any of these third-party providers may materially and adversely affect, or entirely disable, your use of or access to the Platform, Site and Services. Likewise, Liquid cannot guarantee that any User Content hosted on a third-party server will remain secure.

21. Suspension; Term; Termination

The Services and this Agreement will continue until they are terminated by either party. You may cancel your Liquid subscription and terminate the Services at any time through your Account. We reserve the right to suspend, restrict, or terminate your Account or your access to the Services or any particular feature of the Services at any time, for any reason (including for a violation of this Agreement, the failure to pay applicable Service Fees, or inactivity), in our reasonable discretion, without any liability therefor. If we suspend or terminate your Account or access to the Services, we will use commercially reasonable efforts to provide at least thirty (30) days advance written notice to you unless exigent circumstances prevent us from doing so.

The cancellation of your Liquid subscription or termination of the Services or this Agreement will not affect your or Liquid’s rights with respect to transactions which occurred before termination. Liquid will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Liquid’s termination of this Agreement. Subject to the terms of this Agreement, Liquid may delete your Account and User Content, including without limitation, contracts, work orders/statements of work/purchase orders, invoices, payment related records and other documents (whether complete or not), following cancellation of your subscription, and/or termination of the Services. Notwithstanding the foregoing, we may maintain copies of any information or data that you upload to or create in the Service as required by law, this Agreement or our Privacy Notice. All provisions and obligations contained in this Agreement which are of a continuing nature shall survive, including without limitation all provisions regarding indemnification, warranty, liability and limits thereon.

22. Changes to the Agreement, Platform, or Services

Liquid may modify this Agreement from time to time. If we do so, we will inform you by posting the modified Agreement on the Platform or Site and the modified Agreement will be effective upon Liquid’s posting of the updated terms. If the changes to the Agreement are material, we’ll notify you at least thirty (30) days prior to the effective date of the modified Agreement by sending an email to the email address associated with your Account. Your continued access or use of the Platform, Site or Services after the date on which the modified Agreement becomes effective confirms your consent to be bound by the Agreement, as amended. If you do not agree to be bound by the modified Agreement, then you may not continue to use the Platform, Site or Services. Because the Platform, Site and Services are evolving over time, Liquid may change or discontinue all or any part of the Platform, Site, Services, or Liquid Content at any time and without notice, at Liquid’s sole discretion.

23. Independent Contractors

Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. Any interaction Liquid has with Vendors, including but not limited to assistance with onboarding, payments, and payment processing, is performed as part of the Services on your behalf.

24. Governing Law

This Agreement shall be interpreted and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof.

25. Arbitration

Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this Section, if either you or Liquid has any dispute, controversy, or claim, whether founded in contract, tort, statutory, or common law, concerning, arising out of, or relating to this Agreement, the Platform, the Site or the Services, including any claim regarding the applicability, interpretation, enforceability, scope, validity or formation of this arbitration clause and/or this Agreement (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between you and Liquid, then such Legal Claim will be settled by individual (not class or class-wide), confidential, binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules and Mediation Procedures of the AAA (the “AAA Rules”), including any expedited procedures. Notwithstanding the foregoing, you and Liquid each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. Arbitration hearings will be held in Los Angeles, California or any other location that is mutually agreed upon by you and Liquid. A single arbitrator will be mutually selected by Liquid and you and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in finance, technology, human resources, and/or online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If Liquid and you cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon you and Liquid. A judgment on the award may be entered and enforced in any court of competent jurisdiction.

You and Liquid agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. YOU FURTHER ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT YOU AND LIQUID ARE EACH WAIVING OUR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT YOU ARE WAIVING YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.

26. Trademarks

Liquid, www.poweredbyliquid.com, goliquid.io, and our logos, product or service names, slogans and the look and feel of the Services are trademarks of Liquid and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

27. General

This Agreement constitutes the entire agreement between Liquid and you regarding the Platform, Site, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. If any provision of this Agreement is deemed to be unenforceable or invalid, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. You may not assign this Agreement, by operation of law or otherwise, without Liquid’s prior written consent. Any purported assignment in violation of this Section shall be void. Liquid may freely assign or transfer this Agreement without restriction. Subject to the foregoing, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. No joint venture, partnership, employment, or agency relationship exists between you, Liquid or any third party as a result of this Agreement or use of the Services. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Liquid is not responsible or liable for any delays or failures in performance from any cause beyond Liquid’s control, including, but not limited to, acts of God, changes to laws or regulations, embargoes, wars, terrorist acts, acts or omissions of Third-Party Providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, acts of internet service providers, acts of any other third party, or any of your acts or omissions.

Any notices or other communications provided by Liquid under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Platform or Site. Notice shall be deemed to have been given upon the expiration of 12 hours after sending (if sent by email) or upon the date of posting (if posted on the Platform or Site). Liquid’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Liquid. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

28. Electronic Transmission

When you use the Platform, Site or Services, or send emails and other communications to Liquid, you may be communicating with us electronically. You consent to receive communications from Liquid electronically, such as emails, or notices and messages on the Platform or Site or through the Services. You agree that all agreements, notices, disclosures, and other communications that Liquid provides to you electronically satisfy any legal requirement that such communications be in writing.