Terms of Service
Last Updated: February 27, 2025
Introduction
1.1. Read These Terms Carefully.
Please read these Terms and Conditions ("Agreement") carefully as this Agreement constitutes a binding contract between the user who accepts this Agreement ("Client") and Lyquid Finance LLC, a California limited liability company ("Lyquid Finance"), governing your access to and use of our financial management services ("Services"). By checking an opt-in box, clicking "I accept," "I consent," or otherwise accepting this Agreement on the sign-up page, or accessing or using the Services, Client acknowledges that they have read, understood, and agree to be bound by and comply with the terms of this Agreement. If Client is using the Services on behalf of an entity, partnership, or other organization, then Client represents that they: (i) are an authorized representative of that entity with the authority to bind that entity to this Agreement and (ii) such entity agrees to be bound by this Agreement. If Client does not agree to the terms of this Agreement, then they are not permitted to use the Services.
1.2. Modification of Terms
Lyquid Finance reserves the right, in its sole discretion, to change, modify, or otherwise alter this Agreement, or any policy or guideline applicable to the Services, at any time. Reasonable efforts will be made to communicate these changes via a notice on our website or through direct communication. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revised Agreement, and continued use of the Services after such time will constitute agreement to be bound by the updated Agreement. It is recommended that this Agreement be reviewed periodically. The Agreement will always show the "last updated" date at the top.
1.3. Arbitration Notice and Waiver of Class Action
Except for certain kinds of disputes described in the Arbitration provision below, Client agrees that disputes arising under this Agreement will be resolved by binding individual arbitration, and BY ACCEPTING THIS AGREEMENT, CLIENT AND LYQUID FINANCE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. CLIENT AGREES TO GIVE UP CLIENT'S RIGHT TO GO TO COURT to assert or defend Client's rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a single ARBITRATOR and NOT a judge or jury. See the Arbitration provision below.
Services
2.1. Scope and Use of Services
Lyquid Finance provides cloud-based financial management services, including but not limited to, bookkeeping, financial data storage, reporting, and analysis. Our Premium Plans are designed to offer a comprehensive view of your business's financial health. Clients can select the specific services they wish to utilize through our online portal. Lyquid Finance will provide the Services to Client for the duration of this Agreement, subject to the payment of applicable fees and compliance with these Terms and Conditions. As part of the Services, Lyquid Finance grants to Client a limited, non-exclusive, non-transferable, and non-assignable right to use the Services as outlined in this Agreement. Client acknowledges that the Services are cloud-based and hosted, and no physical copies of the Services or our systems will be delivered to Client. The Services shall be used by Client solely for Client’s own business purposes. Lyquid Finance retains all rights, title, and interest in the Services and its underlying systems. Client's right to use the Services shall terminate upon any termination of this Agreement or cessation of the Services.
2.2. Service Modifications
Lyquid Finance reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Services without prior notice or consent. Lyquid Finance may also schedule downtime for maintenance and upgrades to the Services.
2.3. Client Responsibility of Prompt Communication
Client involvement and responsiveness are crucial for the successful delivery of Services. Clients are solely responsible for providing necessary documentation and information to Lyquid Finance in a timely manner. Lyquid Finance cannot perform the Services effectively if Clients do not provide information promptly. Clients are encouraged to actively participate and provide timely feedback throughout the service delivery process. Clients have 30 days after receiving a deliverable from Lyquid Finance, including but not limited to financial reports or analyses, to request updates or changes at no additional charge. Requests for changes after this period may incur additional fees.
2.4. Errors and Notifications
Clients shall immediately notify Lyquid Finance of any errors by either party in the supply or use of the Services. Lyquid Finance will use commercially reasonable efforts to investigate errors, but makes no representation as to its ability to correct every error. Clients shall provide all information necessary to investigate any reported error.
2.5. Financial Transactions
Lyquid Finance does not perform financial transactions on behalf of Clients. Clients may use the Services to access and view financial data and reports, but any financial transactions are the sole responsibility of the Client.
2.6. Financial Data and Reports; Not Professional Advice
The Services facilitate the storage and analysis of financial data, including bookkeeping and financial reporting. Clients acknowledge that the Services do not include accounting, financial, investment, legal, or other professional advice. Lyquid Finance is not a certified public accounting firm or professional services firm, and does not hold such licenses. Clients are solely responsible for retaining third-party professional advice for any accounting, financial, investment, legal, or other professional matters. Lyquid Finance may provide general financial information. Such information is not intended to constitute specific professional advice and may not reflect recent developments or be applicable to Client’s specific circumstances. Clients agree not to act based on any information provided by Lyquid Finance without obtaining advice from qualified professionals.
2.7. Client Support
Lyquid Finance will use commercially reasonable efforts to provide Clients with technical support services relating to the Services via our support channels, including but not limited to email and online resources.
WE COLLECT
You request a demo of Bearer
We call you
You use Bearer
You receive emails from us
You chat with us for customer support
You opt-in to marketing messages
Account Access & Security
3.1. Account Access and Security
Lyquid Finance provides its services through a combination of its secure portal and reputable third-party service providers, including cloud-based data storage, visualization, management, and accounting software. Client financial data is stored and processed on these platforms to facilitate service delivery. Lyquid Finance provides login credentials for its portal, and necessary access to third-party platforms, selecting providers based on their security standards. Clients acknowledge that data security is also subject to the third-party providers' measures, and that, except as legally required or for service delivery, unauthorized third-party access is prohibited.
3.2. Client Account Responsibility
Client shall not disclose their login credentials or permit any unauthorized third party to use them. Client is exclusively responsible for all activities conducted through their account. Lyquid Finance provides Clients with the ability to set certain preferences and specifications within the service portal that apply to the Services; Client assumes exclusive responsibility for these selections, even if they contain errors or result in losses.
3.3. Access Credential Confidentiality
Client shall immediately notify Lyquid Finance by email to support@lyquidfinance.com of any loss or unauthorized disclosure of account login credentials to a third party.
3.4. Client Access and Personnel Access
Upon Client's request, Lyquid Finance will provide Client with an access identifier associated with the account. Client may share this identifier only with authorized officers, directors, bookkeepers, accountants, or other personnel directly employed or engaged by Client ("Client Personnel"), provided that Client ensures such personnel are bound by confidentiality obligations and adhere to these Terms and Conditions. Client Personnel may only access and use the Services through the provided identifier and in compliance with this Agreement. Client will not allow Client Personnel to share the identifier with unauthorized third parties. Client is responsible for all activity occurring under their account, whether by Client Personnel or otherwise. Lyquid Finance reserves the right to replace the access identifier at its discretion. Any Client Personnel who access the Services do so subject to this Agreement.
3.5. Technical Requirements and Limitations
Client shall provide, at their own expense, all necessary hardware, software, and internet connectivity required to access the Services. Client acknowledges that internet performance can be unpredictable, and that internet connectivity issues may impede access to the Services. Client agrees that Lyquid Finance is not responsible for any internet outages, unsecured connections, or other interferences with Client's use of or access to the Services, or for security breaches arising from Client's devices or networks. Client waives any and all claims against Lyquid Finance in connection therewith.
Limitation
4.1. Prohibited Clients
The following entities or individuals are prohibited from using the Services: (i) Entities or individuals listed on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN); (ii) Individuals under the age of 18; (iii) Entities or individuals who have previously had their services with Lyquid Finance terminated; (iv) Direct competitors of Lyquid Finance, except with prior written consent; and (v) Individual consumers. The Services are intended for businesses, charitable organizations, and not-for-profit organizations. Lyquid Finance reserves the right to decline or terminate services to specific business types. Clients will be notified of prohibited business types through our website or direct communication. In any case, any business that is illegal or operates in support of illegal activity is prohibited from using the Services.
4.2. Limitations on Use
Client shall not, and shall not permit any Client Personnel or third party to: (i) Allow unauthorized access to or use of the Services; (ii) Modify, adapt, alter, or translate any software underlying the Services; (iii) License, lease, rent, loan, distribute, or transfer the Services to any unauthorized third party; (iv) Except as permitted by law, reverse engineer, decompile, disassemble, or attempt to derive the source code of any software or systems underlying the Services; (v) Use or copy any software or systems underlying the Services except as expressly allowed herein; (vi) Conduct or promote any illegal activities while using the Services; (vii) Use the Services to generate unsolicited email advertisements or spam; (viii) Use the Services to stalk, harass, or harm any individual; (ix) Use any high-volume automated, electronic, or manual process to access, search, or harvest information from the Services (including robots, spiders, or scripts); (x) Except as permitted by law, interfere with the proper functioning of the Services or disrupt any servers or networks connected to the Services, or disobey any network requirements, procedures, policies, or regulations; (xi) Attempt to gain unauthorized access to secured portions of the Services; (xii) Upload or transmit any viruses, worms, Trojan horses, or other malicious code; (xiii) Use any automated device or manual process to extract, "screen scrape," monitor, "mine," or copy any web page or content on the Services for commercial use without prior written permission; (xiv) Impersonate any person or entity, or misrepresent affiliation with any person or entity; (xv) Mirror or frame the Services or any content, place pop-up windows over its pages, or otherwise affect the display of its pages; or (xvi) Publicly display or perform any part of the Services. The Services shall be used only for their intended purpose. If Client is prohibited by law from using the Services, Client shall not use them.
4.3. Prohibited Data Entry
Client shall not enter into their account any data: (i) That Client does not have the lawful right to copy, transmit, distribute, and display (including any data that would violate confidentiality or fiduciary obligations); (ii) For which Client does not have consent or permission from the owner of any personally identifiable information; (iii) That infringes, misappropriates, or violates any Intellectual Property Rights or privacy rights of any third party; (iv) That is false or misleading; (v) That is defamatory, obscene, or offensive; (vi) That violates, or encourages any conduct that would violate, any laws or regulations or would give rise to civil or criminal liability; or (vii) That contains any viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other harmful code intended to damage, interfere with, intercept, or expropriate any system, data, or personal information.
Fees & Payment
5.1. Subscription Plan and Fees
Access to Lyquid Finance's Services requires a subscription plan, with fees as described on our website. All fees are in U.S. dollars and are non-refundable, except as expressly stated herein. Lyquid Finance reserves the right to modify subscription plans, including adding or changing fees, at its discretion. Any changes to fees or payment terms will be communicated via our website or email, taking effect within thirty (30) days or the next billing cycle, whichever is sooner, unless accepted by the client earlier.
5.2. Payment and Billing Frequency
Clients authorize Lyquid Finance to collect payment of fees through a secure payment processing system. Clients authorize charges for all fees, including applicable taxes, using their chosen payment method. Lyquid Finance may seek pre-authorization to verify the validity and availability of funds on the payment method.Lyquid Finance may change payment frequency or billing dates with reasonable notice. Any first payment under a new schedule may be prorated to ensure fair billing.
5.3. Subscription Renewals and Cancellations
Lyquid Finance operates on a month-to-month subscription basis. Clients can cancel their subscription at any time. To avoid charges for the next billing cycle, clients must cancel their subscription before the current cycle ends. Cancellation can be managed through the client's account settings or by contacting our support team.
5.4. Non-Payment and Late Payment
Lyquid Finance reserves the right to suspend or terminate Services for non-payment or late payment. Lyquid Finance may refer delinquent accounts to a collections agency.In the event of late or declined payments, Lyquid Finance may charge late fees, administrative fees, payment processing fees, and interest on unpaid amounts at a rate of 1.5% per month or the maximum allowed by law, whichever is less.
5.5. Taxes
Fees quoted do not include, and clients shall be responsible for, all applicable sales, use, value-added, personal property, or other taxes, duties, tariffs, assessments, and similar charges, excluding taxes based on Lyquid Finance’s net income.
5.6. Payment Authorization
Clients may use electronic fund transfers to settle payments for Lyquid Finance’s Services. Clients authorize Lyquid Finance to initiate debit and credit entries to their designated bank account. Clients must maintain sufficient funds to cover these transactions. Clients confirm they have the authority to authorize these transactions and that the provided bank account is valid. This authorization remains in effect until Lyquid Finance receives written notice of revocation. Clients are responsible for ensuring the accuracy of bank account information. Lyquid Finance is not liable for errors resulting from incorrect bank details but will assist in recovery efforts, which may incur additional charges. Clients acknowledge that electronic fund transfers must comply with applicable U.S. law.
Term & Termination
6.1. Term
This Agreement shall commence upon Client's acceptance of these Terms and Conditions and shall continue on a month-to-month basis until terminated as provided herein.
6.2. Subscription Renewals and Cancellations
Lyquid Finance operates on a month-to-month subscription basis. Clients can cancel their subscription at any time. To avoid charges for the next billing cycle, clients must cancel their subscription before the current cycle ends. Cancellation can be managed through the client's account settings or by contacting our support team.
6.3. Termination
Clients may cease using the Services by canceling their subscription through their account settings or by contacting our support team. Cancellation will prevent charges for future billing cycles. Lyquid Finance may terminate this Agreement by providing notice to Clients through their account, by email to the contact information provided, or by other electronic notice.
Intellectual Property Rights
7.1. Intellectual Property Rights
Lyquid Finance expressly reserves all Intellectual Property Rights in the Services, its systems, and all materials provided hereunder. All right, title, and interest in the Services and all other materials provided by Lyquid Finance, including any updates, adaptations, translations, customizations, or derivative works thereof, and all Intellectual Property Rights therein, will remain with Lyquid Finance or its licensors. Certain names, logos, trademarks, trade names, service marks, content, visual interfaces, interactive features, information, compilations, computer code, products, services, and other materials displayed on the Services ("Lyquid Finance Materials") are protected by Intellectual Property Rights Laws of the United States and other jurisdictions.
Client Data & Consent
8.1. Client Information Requirements and Data Accuracy
The Services require certain information from Clients, including but not limited to, company name, address, contact details, financial data, and other relevant information. Clients authorize Lyquid Finance to conduct necessary inquiries to verify their identity and business information.Clients are solely responsible for the accuracy, appropriateness, and completeness of all Client Data. Clients shall promptly correct any errors in the information provided. Lyquid Finance is not responsible for reviewing, validating, or confirming the accuracy of Client Data.
8.2. Data Ownership and Usage Rights
Clients retain ownership of their data. Clients grant Lyquid Finance the right to collect, store, use, and disclose Client Data for the purpose of providing, improving, and protecting the Services, creating new services, and communicating with Clients. Where Client Data includes third-party information, Clients confirm they have obtained necessary consents for Lyquid Finance to process such data. Data collected by Lyquid Finance is subject to our Privacy Policy, available on our website.Additionally, Clients grant Lyquid Finance the right to use Client Data in aggregated and anonymized formats for generating industry benchmarks, financial insights, and comparisons, ensuring no specific Client or personal information is identifiable. Clients may withdraw consent for data usage for insights by providing written notice, subject to this Agreement.
8.3. Use of Artificial Intelligence (AI) Tools
Lyquid Finance may leverage AI and machine learning tools to enhance service delivery, including organizing, analyzing, and processing Client Data. Human oversight is integrated to ensure accuracy, though Clients are encouraged to verify AI-generated outputs.AI tools are used securely and responsibly, ensuring Client Data is treated with care. Data processed is anonymized or truncated as necessary. AI tools operate in secure environments without external data sharing, unless explicitly authorized or required by law. Lyquid Finance continually evolves its use of AI tools to improve services, with transparent communication of significant changes.
8.4. Data Security and Compliance
Lyquid Finance maintains reasonable security safeguards to protect Client Data. Clients acknowledge that no system is invulnerable to all security breaches. Refer to our Security Practices for more information.Clients are responsible for securing their data and devices, including using strong passwords and enabling two-factor authentication. Lyquid Finance is not responsible for data backups or the operation of Client devices.Lyquid Finance will disclose Client Data to authorities as required by law.
8.5. Data Sharing and Retention
Subject to separate agreements, Clients authorize Lyquid Finance to obtain and disclose Client Data as necessary for service delivery. Lyquid Finance may disclose Client Data to authorized representatives and service providers. Lyquid Finance is not liable for data handling by third parties.Lyquid Finance reserves the right to retain Client Data as per our Privacy Policy and legal requirements.
8.6. Feedback Utilization
Clients grant Lyquid Finance a perpetual, irrevocable license to use any feedback provided to modify and improve the Services without compensation.
8.7. Call Monitoring
Lyquid Finance may monitor and record support-related calls for compliance, training, and other purposes. Clients agree to notify their employees of call monitoring and indemnify Lyquid Finance from related claims.
Confidentiality
9.1. Confidential Information
Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party during the negotiation and performance of this Agreement. All Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or third party), and the receiving party shall have no interest in or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its own confidential information. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party. The duty of confidentiality created by this section shall survive any termination of this Agreement. Client Data shall be considered Client Confidential Information. Lyquid Finance Data shall be considered Lyquid Finance Confidential Information.
Representation & Warranties
11.1. Client Representations and Warranties
Client represents and warrants to Lyquid Finance that: Client has the legal authority to bind their organization to this Agreement and to perform their obligations hereunder. Client is the authorized user of the account.
11.1.2.
Client has the legal capacity to enter into this Agreement and perform their obligations hereunder.
11.1.3.
Client is a business, charitable organization, or not-for-profit organization and shall use the Services solely for business purposes and not for individual consumer purposes.
11.1.4.
Client shall immediately advise Lyquid Finance of any defects in the Services or any claim or threatened claim against Lyquid Finance.
11.1.5.
Client's use of the Services conforms to all applicable laws and the terms of this Agreement.
No Warranties by Lyquid Finance
12.1. Content; Third Parties
Content from third parties, other users, suppliers, advertisers, and other entities may be made available to Clients through the Services. Lyquid Finance does not control such content, and Clients agree that Lyquid Finance is not responsible for any third-party content. Lyquid Finance does not guarantee the accuracy, currency, suitability, or quality of the information in such content and assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by third parties or violation of any third-party rights related to such content. The Services may contain links to websites not operated by Lyquid Finance. Lyquid Finance is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. Clients understand that by using the Services, they may be exposed to third-party websites that they find offensive, indecent, or otherwise objectionable. Lyquid Finance makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature, or reliability of third-party websites, products, or services accessible by hyperlink or otherwise from our website or Services. Lyquid Finance provides these links for Clients' convenience only and does not control such third parties. Lyquid Finance’s inclusion of links to such websites does not imply any endorsement of the materials on such third-party services or any association with their operators. The Services may contain links to sites that are operated by Lyquid Finance but which operate under different terms. It is Clients' responsibility to review the privacy policies and terms and conditions of any other site they visit. CLIENTS AGREE THAT IN NO EVENT WILL LYQUID FINANCE BE LIABLE TO CLIENTS IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.
12.2. Services
THE SERVICES AND ALL MATERIAL OR CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LYQUID FINANCE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. LYQUID FINANCE DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENTS FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE LYQUID FINANCE ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. CLIENTS ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM CLIENTS’ USE OF OR ACCESS TO THE SERVICES, CLIENTS’ DEALINGS WITH ANY OTHER USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. CLIENTS UNDERSTAND AND AGREE THAT THEY USE THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT THEIR OWN DISCRETION AND RISK, AND THAT THEY ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR PROPERTY (INCLUDING THEIR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF MATERIAL OR CONTENT.SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND CLIENTS MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
Limitation of Liability
IN NO EVENT WILL LYQUID FINANCE, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEEDING FEES PAID IN RESPECT OF THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.IN NO EVENT SHALL LYQUID FINANCE, ITS EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE TO CLIENTS FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE, OR (V) ANY TAX PENALTIES, FINES, FEES, OR OTHER CHARGES IMPOSED BY ANY GOVERNMENT AGENCY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL LYQUID FINANCE BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES OR FOR ANY CLAIMS, LOSSES, OR LIABILITIES RELATED TO ANY PRODUCT OR CLIENT. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.SOME STATES DO NOT ALLOW DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT LYQUID FINANCE MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF LYQUID FINANCE’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.Clients acknowledge and agree that Lyquid Finance has set its pricing, sold the Services, and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein. Clients agree that these disclaimers and limitations reflect a reasonable and fair allocation of risk between the parties, including the risk that a contract remedy may fail to achieve its essential purpose and cause consequential loss. These disclaimers and limitations form an essential basis of the bargain between Clients and Lyquid Finance.
Notices
Notices sent to either Party shall be effective when delivered in person or by email, one (1) day after being sent by overnight courier, or two (2) days after being sent by first-class mail postage prepaid to the official contact designated below and immediately after being received by the other party’s server. Notices must be in writing and addressed as follows: For Lyquid Finance, addressed to Customer Support at: [Insert Lyquid Finance Physical Address if applicable, otherwise omit] or [Insert Lyquid Finance Support Email Address]; and For Client, to the addresses or email address provided by Client during the sign-up process (as such address or email address may be updated by Client from time to time in accordance with this Agreement). Lyquid Finance may change its contact information by giving notice of such change to the Client. Clients may change their contact information by using the currently available interfaces on our website or within the service portal. Clients consent to receive communications from Lyquid Finance electronically and agree that such electronic communications are legally equivalent to written communications. If Clients withdraw consent, they must stop using the Services. However, such withdrawal will not affect the legality of any previously electronic communications. Lyquid Finance is not responsible for the timeliness or final delivery of electronic messages, as this is out of our control and is the responsibility of the electronic communication service provider or other networks. By providing Lyquid Finance with Client's mobile telephone number, Client consents to receiving text messages for account verification and other service-related purposes. While Lyquid Finance does not charge for text messages, standard carrier charges may apply. Clients are responsible for these charges. Lyquid Finance is not responsible for the timeliness or final delivery of the message, as this is out of our control and is the responsibility of the cellular telephone operator or other networks.
Governing Law & Arbitration
15.1. Overview
PLEASE READ THIS SECTION CAREFULLY, AS IT LIMITS THE MANNER IN WHICH CLIENT MAY SEEK RELIEF, AND REQUIRES YOU TO ARBITRATE DISPUTES WITH LYQUID FINANCE. If Client has a dispute with Lyquid Finance, Lyquid Finance will first seek to resolve such a dispute through our support team.
15.2. Arbitration
All disputes arising under or in connection with this Agreement will be submitted to binding arbitration in Anaheim, California, USA, pursuant to the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and the procedures set forth below. All disputes that cannot be resolved through our internal issue resolution process will be submitted to and settled by final and binding arbitration. The arbitration will take place in Anaheim, California, USA, and will apply the governing law of this Agreement. The final and binding arbitration will be performed by a single arbitrator who is a practicing commercial lawyer, in English, and in accordance with and subject to the Commercial Arbitration Rules of the AAA then in effect. The decision of the arbitrator will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator will be bound by the warranties, limitations of liability, and other provisions of this Agreement. Notwithstanding the foregoing, each party may seek injunctive relief in a court of competent jurisdiction, where appropriate, to protect its rights pending the outcome of the arbitration.
15.3. Jurisdiction/Venue; Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California (irrespective of its choice of law principles). The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business relationship between the parties hereto shall be brought in federal or state court in Anaheim, California, USA. Subject to the arbitration provision set out above, each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.
15.4. Class Action/Jury Trial Waiver
NOTICE: BOTH CLIENT AND LYQUID FINANCE AGREE TO HAVE ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT DECIDED BY NEUTRAL BINDING ARBITRATION AND ARE GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY TRIAL. BY AGREEING TO THIS AGREEMENT, BOTH CLIENT AND LYQUID FINANCE ARE GIVING UP THEIR RESPECTIVE JUDICIAL RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY PROVIDED FOR UNDER THIS AGREEMENT. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, THAT PARTY MAY BE COMPELLED TO ARBITRATE UNDER FEDERAL OR STATE LAW. BOTH CLIENT AND LYQUID FINANCE CONFIRM THEIR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. ADDITIONALLY, BOTH CLIENT AND LYQUID FINANCE AGREE THAT ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.
General Provisions
16.1. E-Sign Consent
Under the Electronic Signatures in Global and National Commerce Act ("E-Sign"), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as hard copy documents executed by hand signature when (1) your electronic signature is associated with the Agreement and related documents, (2) you consent and intend to be bound by the Agreement and related documents, and (3) the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record). This Agreement and all related electronic documents shall be governed by the provisions of E-Sign. You agree (i) that the Agreement and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Agreement and related documents, and (iii) that you have the ability to print or otherwise store the Agreement and related documents.
16.2. Assignment
Client may not assign this Agreement or any of its rights or obligations hereunder to any third party without prior written consent of Lyquid Finance. Any assignment in violation of this section shall be void. Lyquid Finance may assign or transfer this Agreement without restriction and without any notice to Client. The terms of this Agreement shall be binding upon permitted successors and assigns. Client agrees that on a sale of all or substantially all of the assets of Lyquid Finance, Lyquid Finance may include in the sale the copy of Client's payment method used to pay fees hereunder and any necessary Client Data required to continue delivering the Services.
16.3. Right to List as a Client
Client agrees that Lyquid Finance may utilize Client's entity name in listings of current clients. Use of Client's name in any other marketing materials or press announcements will be submitted to Client in advance for approval, and such approval will not be unreasonably withheld.
16.4. Compliance with Export Regulations
Client has or shall obtain in a timely manner all necessary or appropriate licenses, permits, or other governmental authorizations or approvals; shall indemnify and hold Lyquid Finance harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations, or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. Client shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws.
16.5. European Union Residents
If Client resides in the European Union (EU) or if any transfer of information between Client and the Services is governed by the European Union Data Protection Directive or national laws implementing that Directive, then Client consents to the transfer of such information outside of the European Union to its country and to such other countries as may be contemplated by the features and activities provided by the Services.
16.6. Construction
Except as otherwise provided herein, the Parties' rights and remedies under this Agreement are cumulative. The term "including" means "including without limitation." The headings of sections of this Agreement are for reference purposes only and have no substantive effect.
16.7. Force Majeure
Client acknowledges and understands that if Lyquid Finance is unable to provide Services as a result of a force majeure event, Lyquid Finance will not be in breach of this Agreement and will not be liable for delays caused by such event. A force majeure event means any event beyond the control of Lyquid Finance.
16.8. Severable
NOTHING IN THIS AGREEMENT WILL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO CLIENT. Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and the validity, legality, and enforceability of all other provisions shall remain in full force and effect.
16.9. Waiver
The failure to exercise, or delay in exercising, a right, power, or remedy provided in this Agreement or by law in one instance shall not preclude enforcement thereof on future occasions.
16.10. Independent Contractors
Client's relationship to Lyquid Finance is that of an independent contractor, and neither Party is an agent or partner of the other. Client will not have, and will not represent to any third party that it has, any authority to act on behalf of Lyquid Finance.
16.11. Entire Agreement
This Agreement, together with the Privacy Policy, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements, negotiations, or other communications, whether written or oral. In the event of any conflict between this Agreement and the information provided during sign-up or otherwise on our website or within the service portal, this Agreement shall control. In the event of any inconsistency between the body of this Agreement and the Lyquid Finance Privacy Policy, the former shall prevail. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
16.12. Amendments
Lyquid Finance reserves the right to change this Agreement at any time and from time to time upon notice by posting revisions to this Agreement (including the description of the Services) on our website. Continued use of the Services after Client becomes aware of any such changes shall constitute Client's consent to such changes. Client is responsible for regularly reviewing the most current version of this Agreement which is available on our website.
16.13. English Language
It is the express wish of the parties that this Agreement and all related documents be drawn up in English.
16.14. Survival
Upon termination or expiration of this Agreement for any reason: (i) all rights and obligations of both Parties (except for Client's payment of all sums then owing), including all licenses granted hereunder, shall immediately terminate except as provided below; (ii) within thirty (30) days after the effective date of termination, each Party shall comply with the obligations to return or destroy all Confidential Information. The following Sections will also survive expiration or termination of this Agreement for any reason: Sections 1 Services, 4 Limitations, 5 Fees, 7 Lyquid Finance Intellectual Property Rights, 8 Client Data and Consent, 9 Confidential Information, 10 Indemnification, 11 Client Warranties, 12 No Warranties by Lyquid Finance, 13 Limitation of Liability, 14 Notices, 15 Governing Law and Arbitration, 16 General Provisions.