TERMS OF USE

TABLE OF CONTENTS

1.OUR SERVICES

2.INTELLECTUAL PROPERTY RIGHTS

3.USER REPRESENTATIONS

4.USER REGISTRATION

5.PROHIBITED ACTIVITIES

6.SERVICES FEES

7.SERVICES MANAGEMENT

8.NO INVESTMENT ADVICE

9.TERM AND TERMINATION

10.MODIFICATIONS AND INTERRUPTIONS

11.GOVERNING LAW

12.DISPUTE RESOLUTION

13.CORRECTIONS

14.DISCLAIMER

15.LIMITATIONS OF LIABILITY

16.INDEMNIFICATION

17.USER DATA

18.ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

19.MISCELLANEOUS

 

These Terms of Use (the “Agreement” or the “Legal Terms”, as amended, supplemented or modified from time to time) between you, whether personally or on behalf of an entity (the “User”, “you” or “your”) and Liquidity Technology Limited, (“Company”, “we”, “us” or “our”). By accessing, using or clicking “I agree” to any of the services (the “Services”) made available by us or one of our affiliates and subsidiaries (together with us, the “Service Providers”) through our website, mobile application software, application programming interfaces and any associated websites (together the “Platform” or “Site”) or through the authorized staff of the Service Providers, you acknowledge that you have read, understood and hereby accept to all of the terms and conditions contained in these Legal Terms, and you also have read, understood, and hereby accept the privacy policies adopted by us from time to time which is available on our Platform (the “Privacy Policy”), which form part of these Legal Terms. We may act as your agent to facilitate your subscription of certain products (the “Products”) presented on our Platform, which are provided by third-party product providers (the “Product Providers”). All Products on our Platform shall be subject to these Legal Terms as well as the agreements, terms and conditions set by the Product Providers (the “Product Provider Terms”), if applicable. You may be subject to additional terms and conditions applicable to such Services and Products.

 

IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY. Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms at any time and for any reason. We will not alert you about any changes and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

 

1. OUR SERVICES

 

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

 

2. INTELLECTUAL PROPERTY RIGHTS

 

2.1 Our intellectual property

 

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

 

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use or internal business purpose only.

 

2.2 Your use of our Services

 

Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to access the Services; and download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use or internal business purpose.

 

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

 

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please contact us by email. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

 

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

 

3. USER REPRESENTATIONS

 

By using the Services, you represent and warrant that:

(1) you have the legal capacity and you agree to comply with these Legal Terms;

(2) you are not a minor in the jurisdiction in which you reside;

(3) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise;

(4) you will not use the Services for any illegal or unauthorized purpose; and

(5) your use of the Services will not violate any applicable law or regulation.

 

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

 

4. USER REGISTRATION

 

You may be required to register with us. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

 

5. PROHIBITED ACTIVITIES

 

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

 

As a user of the Services, you agree not to:

 

1.         Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2.        Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
3.      Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
4.      Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services. Use any information obtained from the Services in order to harass, abuse, or harm another person.
5.       Make improper use of our support services or submit false reports of abuse or misconduct.
6.      Use the Services in a manner inconsistent with any applicable laws or regulations.
7.    Engage in unauthorized framing of or linking to the Services.
8. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
9.      Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
10.       Delete the copyright or other proprietary rights notice from any Content. Attempt to impersonate another user or person or use the username of another user.
11.      Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
12.    Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
13. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
14. Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
15.    Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
16. Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
17.          Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
18.         Use a buying agent or purchasing agent to make purchases on the Services. Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
19. Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

 

6. SERVICES FEES

 

You agree and undertake to pay us or Product Providers (as applicable) the fees as set forth on our Platform for the Services you use. For both parties’ convenience, the above-mentioned fees shall be automatically deducted by the us or Product Providers (as applicable) from your account(s) held with us or Product Providers.

 

Without limiting any rights we may have under applicable law, we may, in our discretion, with or without prior notice to you, set off any of your liability to us against any of our liability to you, whether such liability is present, future, liquidated or unliquidated, denominated in fiat currency or crypto currency. If the liabilities to be set off are expressed in different currencies or different crypto assets, we may convert either liability at a market rate of exchange for the purpose of the set off and we shall not be held responsible for any shortfall caused by conversion rates or transaction fees. If any obligation is unliquidated or unascertained, we may set off as provided herein an amount estimated by it in good faith to be the amount of that obligation.

 

7. SERVICES MANAGEMENT

 

We reserve the right, but not the obligation, to:

 

(1) monitor the Services for violations of these Legal Terms;

(2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities;

(3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;

(4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and

(5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

 

8. NO INVESTMENT ADVICE

 

The information contained on the Site has no regard to the specific investment objective, financial situation or particular needs of any specific recipient. We do not endorse or recommend any particular securities, currencies, virtual assets, or other financial products. The content published on the Site is solely for informational purposes and is not to be construed as solicitation or any offer to buy or sell any virtual asset transactions, financial instruments or other securities. We do not represent or guarantee that any content on the Site is accurate, nor that such content is complete statement or summary of the marketplace. Nothing contained in the Site is intended to constitute investment, legal tax, accounting or other professional advice and you should not rely on the reports, data or other information provided on or accessible through the use of the Site for making financial decisions. You should consult with an appropriate professional for specific advice tailored to your situation and/or to verify the accuracy of the information provided herein prior to making any investment decisions.

 

9. TERM AND TERMINATION

 

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

 

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

 

10. MODIFICATIONS AND INTERRUPTIONS

 

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

 

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

 

11. GOVERNING LAW

 

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SINGAPORE, WITHOUT GIVING EFFECT TO THE RULES, PRINCIPLES, OR LAWS REGARDING CONFLICTS OF LAW THEREOF.

 

12. DISPUTE RESOLUTION

 

ANY DISPUTE, CONTROVERSY, DIFFERENCE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE EXISTENCE, VALIDITY, INTERPRETATION, PERFORMANCE, BREACH OR TERMINATION THEREOF OR ANY DISPUTE REGARDING NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR RELATING TO IT SHALL BE REFERRED TO AND SOLELY, EXCLUSIVELY AND FINALLY RESOLVED BY ARBITRATION ADMINISTERED BY THE SINGAPORE INTERNATIONAL ARBITRATION CENTRE (“SIAC”) UNDER THE SIAC ADMINISTERED ARBITRATION RULES  IN FORCE WHEN THE NOTICE OF ARBITRATION IS SUBMITTED. THE LAW OF THIS ARBITRATION CLAUSE SHALL BE SINGAPORE LAW. THE SEAT OF ARBITRATION SHALL BE SINGAPORE. THE NUMBER OF ARBITRATORS SHALL BE ONE. THE ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN ENGLISH. ARBITRATION HEREUNDER MAY PROCEED NOTWITHSTANDING THAT ANY PARTY FAILS TO PARTICIPATE IN ACCORDANCE WITH THE HKIAC ADMINISTERED ARBITRATION RULES, PROVIDED THAT PROPER NOTICE OF SUCH ARBITRATION HAS BEEN GIVEN TO SUCH PARTY, AND THE FINAL AWARD OF THE ARBITRAL TRIBUNAL SHALL BE BINDING ON SUCH PARTY NOTWITHSTANDING ITS FAILURE TO PARTICIPATE. THE ARBITRAL AWARD IS FINAL AND BINDING UPON BOTH PARTIES.

 

13. CORRECTIONS

 

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

 

14. DISCLAIMER

 

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

 

15. LIMITATIONS OF LIABILITY

 

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US.

 

16. INDEMNIFICATION

 

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

 

17. USER DATA

 

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

 

18. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES             

 

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

 

19. MISCELLANEOUS

 

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.