This Terms of Service Agreement, including the Schedules attached hereto, (the “Agreement”) is a legal agreement between you and Liquid, Inc., a Delaware corporation and its subsidiaries and affiliates (collectively, “Liquid”), and contains the terms and conditions that govern your use of Liquid’s payment platform (the “Platform”).  Liquid directly, and through its websites (www.poweredbyliquid.com,  goliquid.io, and liquidtrust.io) and the associated domains thereof (collectively, 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”), and your use of the Site and the Services are governed by this Agreement.

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.

BY USING ANY OF THE SERVICES DESCRIBED IN THIS AGREEMENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT.  PLEASE DO NOT USE ANY OF THE SERVICES IF YOU DO NOT ACCEPT THIS AGREEMENT.  THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND LIQUID.

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.  

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS 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 SECTION 18 (ARBITRATION) BELOW.  PLEASE READ CAREFULLY.

1. Services 

1.1 Liquid offers the following Services:  

• Liquid Direct Pay - enables Payers to send payment and Vendors to receive payment for goods or services. To utilize this Service, the Payer must maintain an active and valid payment account, and the Vendor must maintain an active and valid receiving payment account.  See Schedule 1 attached hereto for a more detailed description of Liquid Direct Pay.

• Liquid Escrow Pay – enables Payers and Vendors to define and agree to terms for the release of payment for goods and services. Payer funds the agreed to amount in a micro-escrow holding account, and those funds are released to Vendor when the Payer confirms to Vendor that Vendor has met the terms of the agreement between Payer and Vendor for release of the funds. To utilize this Service, the Payer must maintain an active and valid payment account, and the Vendor must maintain an active and valid receiving payment account.  See Schedule 2 attached hereto for a more detailed description of Liquid Escrow Pay.   

1.2 “Payer” means an entity desiring to pay for goods or services through use of the Platform. “Vendor” means an entity desiring to be paid for goods or services through use of the Platform.   

2. Accounts 

2.1 To use the Platform and access the Services, you must register for and maintain an account with Liquid (an “Account”).  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.  You must also submit at least one active and valid payment method supported by Liquid (“Payment Method”).  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.

2.2 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.

2.3 Liquid Direct Pay requires you to submit to Liquid additional information necessary for the operation of Liquid Direct Pay, including payment amount and purpose of payment. Liquid Escrow Pay use requires you to submit to Liquid additional information necessary for the operation of Liquid Escrow Pay, including payment amount, purpose of micro escrow, the period of time following Vendor request of funds release during which the Payer can approve or dispute the request (“Acceptance Period”), and payment release conditions.

2.4 Liquid transfers funds from Payer Accounts to Vendor Accounts with the assistance of banking institutions authorized to handle ACH (Automated Clearing House) and wire transactions on behalf of Liquid (each a “Payment Processor”).  The Payment Processor is responsible for securely processing payments, ensuring the transfer of funds from Payer Accounts to our business account, and from our business account to Vendor Accounts, in accordance with financial regulations and agreed-upon service terms.

2.5 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 our Acceptable Use Policy]; and (vii) you are not listed on any U.S. Government list of prohibited or restricted parties. 

2.6 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. Service Fees and Payment Terms

3.1 You agree to pay all applicable fees for the Services (“Service Fees”), in accordance with the fee schedule at liquidtrust.io/#pricing (“Fee Schedule”).  The Service Fees may include: 

(a) Payment Processing Fee. A fee that may be assessed by Liquid for each payment made by a Payer to Vendor. This fee may be expressed as a flat fee and/or as a percentage of the total transaction amount, where the applicable transaction amount is determined pursuant to the Fee Schedule.  

(b) Exception Processing Fee. A fee that may be assessed in the event a payment does not succeed initially, and may include bank charges, return fees, etc. 

(c) Subscription Fee. A periodic charge, as outlined in the selected service package, that may be assessed for access and use of the Services provided by Liquid. 

3.2 You authorize Liquid to charge your Payment Method 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. The Authorization continues in effect until Liquid or you terminate your Account 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. 

​3.3 You are responsible for any and all sales, use, and similar taxes arising from your use of the Services that any federal, state, or local governments may impose.  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 made or received, including without limitation processing or other fees assessed by the Vendor’s bank, wire fees, and foreign transaction fees. 

3.4 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. 

3.5 Liquid reserves the right to modify, terminate, or otherwise amend the 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 Account 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. 

4. Client Help Center and Service Levels  

The Services will be provided subject to and in accordance with the terms and service levels set out in the Client Help Center. 

5. Term; Suspension; Termination 

5.1 The Services and this Agreement will continue until they are terminated by either party. You may cancel your Account 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. 

5.2 The cancellation of your Account 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, micro escrow 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 Policy. 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. 

5.3 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 to your 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. Proprietary Rights 

6.1 Content 

6.1.1 “User Content” means 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 that you host, create, post, store and transmit on or via the Platform. Except for the license you grant below, you retain all rights in and to the User Content, as between you and Liquid. 

6.1.2 “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. Liquid retains all rights in and to the Liquid Content.   

6.1.3 “Content” means 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”).  

6.1.4 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 service providers used by Liquid as necessary for us to provide the Services. 

6.2 Liquid’s Intellectual Property Rights 

6.2.1 Liquid and its licensors exclusively own all worldwide right, title, and interest in and to the Liquid Content, Platform, Site and Services, and all portions thereof, including our trademarks and tradenames, and including 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 IP is the proprietary property of Liquid or its licensors and is protected by copyright, trademark, patent and other laws of the United States and foreign countries.  

6.2.2 You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Liquid IP. 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 IP 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.  

6.2.3 Any feedback, comments, and suggestions you may provide for improvements to the Liquid IP (“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. 

6.2.4 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. 

6.2.5 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. 

7. Rights You Grant to Us 

7.1 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. 

7.2 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. 

7.3 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. 

8. Anti-Money Laundering and KYC Requirements 

8.1 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. 

8.2 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. 

8.3 Review of Accounts and Payments. You grant to us and we reserve the right to review or place on hold any 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, an 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. 

8.4 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. 

9. Acceptable Use Policy 

Your use of the Platform is subject to Liquid’s then-current Acceptable Use Policy (“AUP”).  Liquid may terminate your access to the Platform and Services if you violate the AUP.  Liquid may update the AUP from time to time as Liquid reasonably determines to prohibit use that may be harmful to other users or that may expose Liquid to liability. 

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

10.1 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. 

10.2 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. 

11. Privacy Policy 

Please read Liquid’s 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. 

12. Warranty Disclaimers 

12.1 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,  is provided as a convenience and for informational purposes only and should not be interpreted as professional advice. 

12.2 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. 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. 

12.3 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 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., 

12.4 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 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.​ 

12.5 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. 

12.6 Liquid does not warrant, endorse, guarantee, or assume responsibility or liability for (i) other Liquid users, including transactions and disputes between Payers and associated Vendors, or (ii) any product or service 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.  

12.7 Liquid is a software platform provider that provides payment Services to Payers and Vendors, and is not a party to the transactions between such Payers and Vendors. As such, Liquid has no responsibility or liability for transactions or disputes between Payers and Vendors who use Liquid Direct Pay or Liquid Escrow Pay, whether regarding the terms of the Payer/Vendor agreement(s), invoicing, payment, performance or non-performance, satisfaction of payment conditions, release of funds, or other aspects of the relationship. 

13. Indemnity 

13.1 You agree to defend 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, and demands brought by a third party (collectively, the “Claims”), and indemnify and hold harmless the Indemnified Parties from and against any and all liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, attorneys’ fees) incurred or awarded in connection therewith , which arise out of, relate to or result from (i) you and your Users’ access to or use of the Platform, Site, Services, or Content, 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. ​ 

13.2 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. 

14. Limitation of Liability 

14.1 Liquid is not responsible nor liable for (i) User Content or anyone’s reliance on User Content; (ii) any consequences or losses 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 Payer and Vendor, including disputes relating to Liquid Direct Pay or Liquid Escrow Pay (except to the extent due to Liquid’s negligence or willful misconduct), (iv) your violation of the NACHA Rules; (v) unauthorized third-party actions taken in your Account and any transactions, consequences, or losses 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 losses, or portions of any losses, that could have reasonably been avoided or mitigated by you through reasonable efforts; (viii) any circumstances or losses arising out of or related to a Third-Party Provider's use of your Shared Information; (ix) any Requested Actions, or any consequences or losses 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. 

14.2 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.  

14.3 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. 

14.4 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. 

15. Changes to the Agreement, Platform, or Services 

Liquid may modify this Agreement from time to time. If we do so, we will post 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.  

16. 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.  

17. 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. 

18. Arbitration 

18.1 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 by direct negotiations 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 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. ​ 

18.2 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. 

18.3 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. 

19. General 

19.1 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. 

19.2 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. 

19.3 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. 

20. 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 and that you provide to Liquid electronically satisfy any legal requirement that such communications be in writing.  In accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., California Civil Code 1633.8, and other similar laws in relevant jurisdictions, the parties agree that all documents, records, and electronic authentications used in the Services shall be considered for all intents and purposes as valid and binding originals and signatures.   

21. Contact Information 

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

Schedule 1
LIQUID DIRECT PAY

The following additional provisions will apply to Liquid Direct Pay: 

1. Liquid Direct Pay. Liquid Direct Pay is a set of services, features, and functionalities that enable Payers to make payments to Vendors through the Service. 

2. Payment Account. To use Liquid Direct Pay as a Payer, you must associate one or more bank account(s) with your Account. Such bank account is referred to herein as the “Payment Account”. When you enter Payment Account information for purposes of Liquid Direct Pay 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 Automated Clearing House (“ACH”) debit or credit entries, as applicable, to the Payment Account in accordance with any payment instructions provided in connection with your 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 initiates through the Services complies with this Agreement and applicable law, rules and regulations. 

3. Authorized Payers. By entitling a Payer to make payments through the Service , 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. 

4. Payment Instructions.  

4.1 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.  

4.2 You agree to be bound by any payment instructions that a Payer provides to us through your Account, to the fullest extent allowed by law, 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. ​ 

5. Rights We Reserve.  

5.1 We reserve the right to limit or cap or to refuse to make any payment transaction requested or initiated through Liquid Direct Pay without any liability therefor in the event: (i) your 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 law, (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 may subject us to liability, or (vi) we are prevented from doing so for reasons beyond our control.  

5.2 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.  

5.3 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. 

6. 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. 

7. 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. 

8. Payment Method. To use the Liquid Direct Pay 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 remain at least one (1) available payment method. 

9. Payment Processing Dates. Payment transactions made through Liquid Direct Pay require sufficient time for us to debit your Payment Account and for your Vendor to receive payment. When making a payment through Liquid Direct Pay, the Payer may have the option to select an available future date on which we will initiate processing the ACH debit from your Payment Account to fund the payment ("Process Date").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. 

10. 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 Liquid Direct Pay 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. 

11 Payment Cancellation. You understand and agree that when a Payer authorizes a payment to be made to a Vendor through the Liquid Direct Pay Service, such authorization remains in effect for thirty (30) days or until the payment Process Date (the date on which instruction for funds transfer from the Payer’s account is sent to the Payment Processor), 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 cancellation request by email to support@liquidtrust.io. 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; however, the Payer may make a request to void the payment (See Section 12 below). 

12. 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@liquidtrust.io. Upon receipt of a Void Payment Request, we will use commercially reasonable efforts to void the payment, but you acknowledge and agree that we may be unable to void the payment. Our ability to void 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 or void a payment that has begun to process. A Void Payment Request may be subject to a fee, which fee will be disclosed to Payer upon receipt of the Void Payment Request. 

13. 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. 

14. Receiving Account. To receive payments from a Payer as a Vendor, you must associate one or more bank account(s) (individually and collectively, the "Receiving Account") with your 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 payment that you request from a Payer through the Services is accurate and complies with this Agreement and applicable law, rules and regulations. 

15. International Payments. 

15.1 Liquid Direct Pay allows certain payments to be made to Vendors in certain countries outside the United States (the “International Payments Service”). 

15.2 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. 

15.3 Making International Payments 

     (a) 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. 

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

   (c) 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. 

​  (d) 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. 

​  (e) Void Payment Requests. You acknowledge and agree that although you may request that we stop or void an International Payment after the payment has begun to process, there can be no guarantee that your request will be successful or that we will be able to stop or void the International Payment. 

​  (f) 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. 

16 ACH Rules 

16.1 You agree that all electronic 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”. 

16.2   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. 

16.3 ACH Debits 

     (a) Debits from your Payment Account. When a Payer uses Liquid Direct Pay 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. 

     (b) 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. 

     (c) Ownership of Funds Collected for Payment. In the event that we process an ACH debit to fund a payment before we make the associated 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. ​ 

16.4 ACH Payments and ACH Credits 

(a) ACH Payments. When using Liquid Direct Pay, if permitted by your Account 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. 

(b) Credit for Returned or Cancelled Payments. If a payment requested or made through Liquid Direct Pay 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.

Schedule 2
LIQUID ESCROW PAY

In addition to the Liquid Direct Pay provisions set forth in Schedule 1, the following additional provisions will apply to Liquid Escrow Pay: 

1. A Payer or a Vendor may set up a Liquid Escrow Pay.  The party setting up the Liquid Escrow Pay must include the length of the Acceptance Period and the payment release conditions for release of the funds from the Liquid Escrow Pay, which Acceptance Period and payment release conditions must be agreed to by the other party to the transaction.  Liquid is not a party to the transaction between Payer and Vendor, and has no responsibility or liability with respect to the payment release conditions or the satisfaction of the payment release conditions.  

2. The flow of funds under Liquid Escrow Pay is as follows:  

• If Payer sets up the Liquid Escrow Pay, then Payer transfers funds from its Payment Account to the Liquid Escrow Pay account; 

• If Vendor sets up the Liquid Escrow Pay, then Vendor sends a funding request to Payer to transfer funds into the Liquid Escrow Pay account, who then transfers the funds; 

• Once the funds have arrived in the Liquid Escrow Pay account, Liquid Escrow Pay sends a confirmation to both Payer and Vendor that the funds have arrived;  

• After Vendor has rendered its services or supplied its goods, Vendor sends a notice to Payer requesting approval for the release of the funds to Vendor;  

• No later than upon the expiration of the acceptance testing period, Payer shall either confirm that the release conditions have been satisfied or reject the goods or services;   

• Once Payer confirms that the release conditions have been satisfied, Liquid Escrow Pay transfers the funds from the Liquid Escrow Pay account to Vendor's Receiving Account   

3. Dispute Resolution. 

3.1 In the event of any dispute, disagreement, or claim between Payer and Vendor arising from or relating to Liquid Escrow Pay, including relating to Vendor’s performance or Payer’s failure to confirm the satisfaction of the payment release conditions, Payer and Vendor shall use their best efforts to consult and negotiate in good faith for a period of 30 days (the “Negotiation Period”), to reach a solution satisfactory to both Payer and Vendor.    

3.2 If Payer and Vendor reach an agreed upon resolution, Payer and Vendor will promptly notify Liquid in writing of the agreed upon resolution.  

3.3 If Payer and Vendor do not reach an agreed upon resolution within the Negotiation Period, either Payer or Vendor may submit the matter to binding arbitration in accordance with Section 18 (Arbitration) of the Agreement.  The party commencing arbitration shall promptly notify Liquid and the other party in writing of the submission of the dispute to arbitration.   

3.4 If neither Payer nor Vendor commences arbitration within thirty (30) days from the expiration of the Negotiation Period, Liquid shall have the right to commence arbitration in accordance with Section 18 (Arbitration) of the Agreement.  Payer and Vendor agree to accept service of the notice of demand for binding arbitration via e-mail (via the e-mail addresses previously provided to Liquid) and further agree that no further notice is necessary to have the dispute between Payer and Vendor submitted to binding arbitration.  Although Liquid is the one initiating the arbitration, Liquid will not be an actual party to the arbitration proceeding to resolve the dispute between Payer and Vendor.  Payer and Vendor each agree to pay one-half of Liquid’s costs, including reasonable attorney’s fees, which Liquid may expend or incur in connection with any such arbitration.

3.5 Payer and Vendor understand and agree that failing to respond or otherwise comply with either party's or Liquid’s notice/demand for binding arbitration pursuant to this Agreement and/or failing to participate in the arbitration process, will, without notice, result in forfeiture of any and all rights that the non-responding Payer or Vendor may have with regard to the subject matter of the dispute, including but not limited to rights Payer or Vendor may have to the funds being held in the Liquid Escrow Pay account, and may result in a default judgment against such party. 

3.6 The funds shall remain in the Liquid Escrow Pay account until (a) Payer confirms that the payment release conditions have been satisfied, (b) both Payer and Vendor direct Liquid Escrow Pay to transfer the funds out in accordance with a resolution reached during the Negotiation Period or (c) a resolution is reached in binding Arbitration.

4. Pursuant to Liquid Escrow Pay, Liquid is not acting as an escrow agent, or as any form of an agent for either the Payer or Vendor.  Liquid is a software platform provider that is providing a payment and verification service to Payer and Vendor, and Liquid is not a party to the transaction between Payer and Vendor.  

5. Liquid is not bound by any agreement or understanding between Payer and Vendor and is not responsible or liable in any manner for the sufficiency, correctness, genuineness, or validity of any such agreement or understanding. Liquid undertakes no responsibility or liability for the form and execution of any such agreement or document, or for the identity, authority, title, or rights of any person executing any such other agreement or document.