Terms of Use
Last Updated: 2025-02-04
Please read these Terms of Service (the "Terms" or "Agreement") carefully. This Liquid and Data Services Agreement is a legal agreement between Liquid and Data LLC ("Liquid and Data", "us", or "we") and the entity or person ("Customer", "you", "your", or "user") who registered on the Liquid and Data web page to receive certain software, data integration, and technology services, and other business services that may be offered by Liquid and Data and its affiliates (each, a "Service"). This Agreement describes the terms and conditions that apply to your use of the Services. We provide you with a more detailed description of the Services through published software libraries and application programming interfaces that may be used to access the Services (the "API", or "APIs") and additional resources we make available to you on our website. The Services and their permitted use are further described in Liquid and Data's standard documentation ("Documentation").
Wherever used in these Terms, "you", "your" or similar terms means the person or legal entity accessing or using the Services. If you are accessing or using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms.
YOU AGREE THAT BY REGISTERING FOR, ACCESSING OR USING THE SERVICES, YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH LIQUID AND DATA. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.
Liquid and Data reserves the right to modify, supplement or replace these Terms, effective upon posting the changes on the Site or notifying you otherwise. For continued use of the Services following the posting of changes to these Terms or receipt of notice, you will be required to accept and agree to such changes to continue using the Services. You are responsible for regularly consulting the current version of the Terms prior to your use of the Services.
You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement. If you do not understand any of the terms of this Agreement, please contact us before using the Services. You can contact us at: support@liquidanddata.io.
1. The Services
1.1. Your Liquid and Data Account
1.1.1. Registration
To register for a Liquid and Data Account, you or the person or people submitting the application (your "Representative") must provide us with your business or trade name, email, and certain other information about you that we require. We may also collect personal information (including name and email) about your beneficial owners, principals, and your Liquid and Data Account administrator. Until you have submitted, and we have reviewed and approved, all required information, your Liquid and Data Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.
1.1.2. Business Representative
You and your Representative individually affirm to Liquid and Data that your Representative is authorized to provide the information described in this Section 1.1.1. on your behalf and to bind you to these Terms. We may require you or your Representative to provide additional information or documentation demonstrating your Representative's authority. Without the express written consent of Liquid and Data, neither you nor your Representative may register or attempt to register for a Liquid and Data Account on behalf of a user Liquid and Data previously terminated from use of the Services.
If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to your customers, including payment of any amounts owed under these Terms.
1.1.3. Consent to Electronic Disclosures and Notices
By registering for a Liquid and Data Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from Liquid and Data ("Notices" or "Notice"), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
1.1.4. API and Dashboard
Liquid and Data has developed and provides access to the API that may be used to access the Services. You may use the API solely as described in the Documentation to use the Services on websites and through the applications identified in your Liquid and Data Account. You may manage your Liquid and Data Account, connect with other service providers, and enable additional features through the Liquid and Data management dashboard ("Dashboard").
You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the API and Documentation from time to time, and may add or remove functionality. We will provide you Notice in the event of material changes, deprecations, or removal of functionality from the API so that you may continue using the Services with minimal interruption.
We will make your API tokens ("Tokens") available to you through the API and Dashboard. Some of your Liquid and Data Account's Tokens, namely those which belong to an admin user ("Admin Token") or to a product ("Product Token"), may permit any API call to your Liquid and Data Account. You are responsible for securing your secret Tokens – do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of unauthorized use of your Liquid and Data Account and potential losses to you or your customers. You should contact us immediately if you become aware of any unauthorized use of your secret Tokens or any other breach of security regarding the Services.
We provide more details on proper use of Tokens in the Documentation, such as how to utilize Tokens which are tied to a particular user and have less permissions ("User Token") or how to utilize a Token tied to a particular license ("Activation Token"). Information on securing your Liquid and Data Account is also available in the Documentation.
1.2. Subscription
Subject to the terms of this Agreement, Liquid and Data shall use commercially reasonable efforts to provide you with the Services. The Services are available on a free or paid subscription basis. You must select a subscription plan at the time of registration detailing the Services to be provided by Liquid and Data, along with any applicable fees and payment terms (the "Subscription Plan").
1.3. Updates and Functionalities
You acknowledge that from time to time Liquid and Data may apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content), and you agree to such changes. Without limiting the foregoing, Liquid and Data may, in its sole discretion, change the functionality associated with certain Subscription Plans, including but not limited to discontinuing all or part of the Services offered on a free subscription basis.
1.4. Permitted Uses
You are responsible for your own conduct when using the Services. You agree that you will only use the Services for lawful purposes and in a manner consistent with these Terms and any applicable rules, policies and guidelines established by Liquid and Data in respect of the Services. Misuse or unauthorized use of the Services and its related systems or networks, or of any information or material available through the Services is strictly prohibited and Liquid and Data reserves the right, at its sole discretion and without liability or prejudice to any other remedies that it may have, to immediately suspend or terminate access by any user who is using, or who Liquid and Data reasonably believes is using, the Services in violation of these Terms.
1.5. Prohibited Uses
Without limiting Section 1.4, you agree not to use the Services to: (i) engage in conduct that would constitute a criminal or quasi-criminal offence, that would give rise to civil liability, or that would otherwise violate any applicable local, provincial, state, federal or international law or accepted Internet protocol; (ii) communicate, transmit, upload or post information that is inaccurate, incomplete, misleading, false or libellous; (iii) communicate, transmit, upload or post information or material that infringes intellectual property rights, privacy rights, rights of publicity or any other rights of any person; (iv) communicate, transmit, upload or post material that is obscene, vulgar, pornographic, abusive, defamatory, threatening, racist, sexist or otherwise objectionable; (v) attempt to interfere with or gain unauthorized access to the Services or its related systems or networks; (vi) advertise, solicit or otherwise promote the sale or other distribution of products or services, including products or services that compete with those offered through the Services, without Liquid and Data's consent; (vii) use or attempt to use the Services to gain unauthorized access to any person's data or network; or (vii) otherwise use the Services in a manner that could, in the opinion of Liquid and Data, adversely affect the ability of other users to use the Services or the Internet, including post or transmit information or data containing worms, viruses, Trojan horses or other disruptive components.
1.6. Third Party Products and Services
The Services may enable you to access, interact with or purchase products or services provided by third parties, including from third party websites or applications linked to or accessible through the Services ("Third Party Services"). Liquid and Data provides access to Third Party Services as a convenience only, and such access does not imply any warranties, representations, endorsements, approvals or verification by Liquid and Data of such Third Party Services. You acknowledge that the use of Third Party Services may be subject to the terms and conditions of such Third Party Services, and that any contract entered into or transaction completed through Third Party Services is between only you and the relevant third party.
1.7. Authorized Users
Only the specific individuals for whom you have paid the required fees and whom you designate through the applicable Service ("Authorized Users") may access and use the Services. Some Services may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. Authorized Users may be you or your Affiliates' employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. You may also permit your customers to have limited access to certain Services as Authorized Users, subject to the terms of our Customer Use Addendum. You may increase the number of Authorized Users permitted to access your instance of the Services by placing a new Subscription Plan or, in some cases, directly through the Service. In all cases, you must pay the applicable fee for the increased number of Authorized Users. You are responsible for compliance with this Agreement by all Authorized Users. All use of Services by you and your Authorized Users must be within the Scope of Use and solely for the benefit of you or your Affiliates. "Affiliate" means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where "control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.
1.8. Access to Services
Subject to the terms and conditions of this Agreement, Liquid and Data grants you a non-exclusive right to access and use the Services during the applicable Subscription Term (as defined below) in accordance with this Agreement, your applicable Scope of Use and the Documentation. If Liquid and Data offers client software (e.g., a desktop or mobile application) for any Service, you may use such software solely with the Service, subject to the terms and conditions of this Agreement. You acknowledge that our Services are primarily on-line, subscription-based products and that we may make changes to the Services from time to time.
1.9. Subscription Terms and Renewals
Services are provided on a subscription basis for a set term specified in your Subscription Plan ("Subscription Term"). Except as otherwise specified in your Subscription Plan, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your account at my.Liquid and Data.com. If you cancel, your subscription will terminate at the end of then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
1.10. Credentials
You must ensure that all Authorized Users keep their credentials for the Services strictly confidential and not share such information with any unauthorized person. You are responsible for any and all actions taken using your Service credentials, and you agree to immediately notify Liquid and Data of any unauthorized use of which you become aware.
1.11. Your Data
"Your Data" means any data, content, code, software, video, images or other materials of any type that you upload, submit or otherwise transmit to or through Services. You will retain all right, title and interest in and to Your Data in the form provided to Liquid and Data. Subject to the terms of this Agreement, you hereby grant to Liquid and Data a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the applicable Service to you and (b) for Services that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Service. Liquid and Data may also access your account in order to respond to your support requests.
1.12. Security
Liquid and Data implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
1.13. Resource Limits
You may not exceed your account's allotted resource or rate limits, which is determined by your Subscription. We may offer some leeway to this and may attempt to reach out to the Customer in case an issue arises. Nonetheless, if we deem such action necessary based on your violation of this Agreement, or if we have detected attempts to bypass or exceed your account's resource limits, including sharing admin accounts between individuals, we may (1) remove Your Data from the Services or (2) suspend your access to the Services. We will generally alert you before we take such action and give you a reasonable opportunity to resolve the issue, but if we determine that your actions endanger the operation of the Service or other users, we may suspend your access immediately without notice. We have no liability to you for removing or deleting Your Data or suspending your access to any Services as described in this section. We may impose new, or may modify existing, resource limits for the Services at any time at our discretion, with or without notice to you.
1.14. Duplicate Accounts
You may not create duplicate accounts. If you would like to restart your account's trial period or get a trial extension, please contact our support. Upon detection of a duplicate account, we may suspend your access immediately without notice. We have no liability to you for removing or deleting Your Data or suspending your access to any Services as described in this section.
1.15. Responsibility for Your Data
1.15.1. General
You must ensure that your use of Services and all Your Data is at all times compliant with our Terms and all applicable local, state, federal and international laws and regulations ("Laws"). You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all Your Data to Liquid and Data and to grant the rights granted to Liquid and Data in this Agreement and (ii) Your Data and its transfer to and use by Liquid and Data as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security obligations under Section 7.5 (Security), Liquid and Data assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.
1.15.2. Sensitive Data
You will not submit to the Services (or use the Services to collect): (i) any personally identifiable information, except as necessary for the establishment of your Liquid and Data account or use of the Services as otherwise provided in this agreement; (ii) any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations; (iii) sensitive financial information such as credit card number or bank account information; or (iv) any other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); ((i) through (iv), collectively, "Sensitive Data"). You also acknowledge that Liquid and Data is not acting as your Business Associate or subcontractor (as such terms are defined and used in HIPAA) and that the Services are not HIPAA compliant. "HIPAA" means the Health Insurance Portability and Accountability Act, as amended and supplemented. Notwithstanding any other provision to the contrary, Liquid and Data has no liability under this Agreement for Sensitive Data.
1.15.3. Indemnity for Your Data
You will defend, indemnify and hold harmless Liquid and Data from and against any loss, cost, liability or damage, including attorneys' fees, for which Liquid and Data becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Liquid and Data at your expense.
1.15.4. Removals and Suspension
Liquid and Data has no obligation to monitor any content uploaded to or transmitted by the Services. Nonetheless, if we deem such action necessary based on your violation of this Agreement or in response to takedown requests that we receive following our guidelines for Reporting Copyright and Trademark Violations, we may (1) remove Your Data from the Services or (2) suspend your access to the Services. We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Service or other users, we may suspend your access immediately without notice. We have no liability to you for removing or deleting Your Data or suspending your access to any Services as described in this section.
1.15.5. Deletion at End of Subscription Term
We may remove or delete Your Data within a reasonable period of time after the termination of your Subscription Term. We cannot provide data recovery services after this occurs.
2. Intellectual Property
2.1. Ownership of Liquid and Data IP
Liquid and Data and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the API, Services, Dashboard, and Documentation (collectively, "Liquid and Data IP") or any copies thereof. Liquid and Data IP is protected by copyright, trade secret, patent, and other intellectual property Laws, and all rights in Liquid and Data IP not expressly granted to you in this Agreement are reserved.
You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our API, our platform, or any other component of our products or services ("Ideas"). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that Liquid and Data has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.
2.2. License
You are granted a nonexclusive and nontransferable license to electronically access and use the Liquid and Data IP only in the manner described in this Agreement. Liquid and Data does not sell to you, and you do not have the right to sublicense the Liquid and Data IP. We may make updates to the Liquid and Data IP or new Services available to you automatically as electronically published by Liquid and Data, but we may require action on your part before you may use the Liquid and Data IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms). Liquid and Data may revoke or terminate this license at any time if you use Liquid and Data IP in a manner prohibited by this Agreement.
You may not: (i) claim or register ownership of Liquid and Data IP on your behalf or on behalf of others; (ii) sublicense any rights in Liquid and Data IP granted by us; (iii) import or export any Liquid and Data IP to a person or country in violation of any country's export control Laws; (iv) use Liquid and Data IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.
2.3. Liquid and Data Marks; References to Our Relationship
We may make certain Liquid and Data logos or marks ("Liquid and Data Marks") available for use by you and other users to allow you to identify Liquid and Data as a service provider. To use Liquid and Data Marks, you must first agree to the Liquid and Data Marks Usage Agreement. Liquid and Data may limit or revoke your ability to use Liquid and Data Marks at any time. You may never use any Liquid and Data Marks or Liquid and Data IP consisting of Marks or service marks without our express permission, or in a manner that may lead people to confuse the origin of your products or services with ours.
During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as a Liquid and Data user. If you do not want us to identify you as a user, please contact us. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and Liquid and Data. Upon termination of your Liquid and Data Account, both you and Liquid and Data will remove any public references to our relationship from our respective websites.
2.4. Content
You may use the Services to upload, store, transmit or publish text, data, images, and other content (collectively, "Content") to Liquid and Data or to third-party sites or applications but only if you agree to obtain the appropriate permissions and, if required, licenses to upload or publish any such Content using the Services. You agree to fully reimburse Liquid and Data for all fees, fines, losses, claims, and any other costs we may incur that arise from publishing illegal Content through the Services, or claims that Content you published infringes the intellectual property, privacy, or other proprietary rights of others.
3. Payments
3.1. Billing
If you are purchasing a paid subscription for the Services, you must provide Liquid and Data with a valid credit card or other form of payment instrument approved by Liquid and Data to pay for the subscription fee set out in the Subscription Plan. You agree that Liquid and Data has permission to retain and/or share with financial institutions and payment processing firms your submitted payment information in order to process your purchase. You agree that Liquid and Data may bill your credit card or other form of payment instrument approved by Liquid and Data in advance and on a periodic basis in accordance with the Subscription Plan.
3.2. Account Changes and Cancellation
You may cancel, upgrade or downgrade your subscription at any time. (For details on the account change and cancellation procedure, please refer to the instructions available at https://liquidanddata.io/billing/. Following an upgrade or downgrade of your subscription, you will be charged or issued a credit, as applicable, for the difference in fees between your old and new subscriptions prorated for the number of days remaining in the subscription period. Following the cancellation of your subscription, the service will remain active for number of days remaining in the subscription period.
3.3. Late Payment
If any amounts due under these Terms are not received by Liquid and Data by the due date set out in the Subscription Plan, Liquid and Data may: i) temporarily suspend your access to the Services until payment is received in full; or ii) cancel your subscription and suspend your access to the Services.
4. Support
4.1. Support for the Services
Support is available via the website https://liquidanddata.io/ (or any subsequent website designated by Liquid and Data), and via support@liquidanddata.io.
5. Privacy
5.1. The Privacy Policy
The Privacy Policy available at https://liquidanddata.io/privacy/ ("Privacy Policy") is applicable to the collection, use and disclosure of personal information by Liquid and Data and is incorporated by reference into these Terms. Please read the Privacy Policy carefully prior to using the Services.
6. Confidentiality
6.1. Confidential Information
"Confidential Information" means any information or materials of Liquid and Data that is reasonably considered in the circumstances to be confidential or proprietary, including, but not limited to, trade secrets, hardware, software (source code and object code), specifications, designs, plans, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual property, market research, marketing techniques and plans, business plans and strategies, pricing policies and price lists, and financial information or other business and/or technical information and materials, whether in oral, written, electronic, graphic or machine-readable form. You agree to keep strictly confidential the Confidential Information and to not use or disclose the Confidential Information for any purpose other than as required for your use of the Services.
7. Terms and Termination
7.1. Terms
These Terms shall commence on the date on which you first register for, access or use the Services and shall continue until your subscription is cancelled.
7.2. Termination
You may cancel your subscription in accordance with Section 3.3, above, and discontinue your use of the Services at any time. If you violate these Terms or any applicable rules, policies or guidelines established by Liquid and Data in respect of the Services, or create any legal risk for Liquid and Data through your use of the Services, Liquid and Data reserves the right, in its sole discretion and without liability or prejudice to any other remedies that it may have, to immediately suspend your account or cancel your subscription.
7.3. Effects of Termination
Upon termination of these Terms for any reason: i) you shall immediately discontinue your use of the Services, ii) any rights and licenses granted to you under these Terms will terminate, and iii) you shall immediately pay to Liquid and Data any amounts that are outstanding.
7.4. Survival
The following will survive termination of these Terms: Sections 2, 3, 5, 6, 7.3. 7.4, 8, 9, 10, 11.1, 11.2, and 11.3.
8. Disclaimer of Warranties
8.1.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIQUID AND DATA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LIQUID AND DATA EXPRESSLY DISCLAIMS THAT: (I) THE SERVICES WILL MEET YOUR EXPECTATIONS OR SATISFY YOUR REQUIREMENTS; (II) THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE; (III) THE RESULTS OBTAINED FROM YOUR USE OF THE SERVICES WILL BE COMPLETE, ACCURATE, RELIABLE OR USEFUL; AND (IV) THAT ANY ERRORS OR DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED. IN ADDITION, LIQUID AND DATA EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO: (I) ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY SUBSCRIBER CONTENT; (II) ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY THIRD PARTIES IN ASSOCIATION OR CONNECTION WITH THE SERVICES, INCLUDING ANY THIRD PARTY SERVICES; (III) ANY HACKING OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES; AND (IV) ANY DAMAGE TO YOUR SOFTWARE, COMPUTER SYSTEM OR OTHER PROPERTY CAUSED BY VIRUSES OR OTHER MALICIOUS CODE AS A RESULT OF YOUR ACCESS OR USE OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT IF YOU ARE DISSATISFIED WITH OR HARMED BY THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO DISCONTINUE USE OF THE SERVICES AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.
9. Limitation of Liability
9.1.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BY STATUTE, CONTRACT, TORT OR UNDER ANY OTHER FORM OF LIABILITY, EXCEED THE AMOUNT OF FEES PAID BY YOU FOR THE SERVICES HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.
9.2.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIQUID AND DATA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LIQUID AND DATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR RELATED TO: (I) THE USE OR THE INABILITY TO USE OR ACCESS THE SERVICES, INCLUDING ANY CONTENT, PRODUCTS, SERVICES, OFFERINGS, INFORMATION OR OTHER MATERIAL AVAILABLE THROUGH THE SERVICES; (II) ANY ERRORS OR OMISSIONS IN THE SERVICES OR ANY CONTENT; (III) THE SUSPENSION OR TERMINATION OF YOUR ABILITY TO ACCESS THE SERVICES; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE OR FAILURE OF OUR SYSTEMS; (V) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (VI) UNAUTHORIZED ACCESS TO OR ALTERATION OF OUR SYSTEMS OR YOUR TRANSMISSIONS, DATA AND/OR PERSONAL INFORMATION; (VII) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING THE SITE; (VIII) ANY BUGS, VIRUSES OR THE LIKE THAT ARE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; OR (IX) ANY OTHER MATTER OR EVENT RELATING TO YOUR OR ANY OTHER PARTY'S USE OF THE SITE OR THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT IF YOU ARE DISSATISFIED WITH OR HARMED BY THE SERVICES, OR WITH ANYTHING RELATED TO THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO DISCONTINUE USE OF THE SERVICES AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.
9.3.
YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY GREATER IF LIQUID AND DATA WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.
10. User Indemnity
10.1.
You agree to defend, indemnify and hold us, our affiliates and licensors, and each of their respective officers, partners, directors, employees and agents, harmless from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (i) your access to or use of the Services or any Subscriber Content; (ii) your violation of these Terms; or (iii) your violation of any third party right, including without limitation, any intellectual property, privacy or proprietary right, or obligation of confidentiality. You will use your best efforts to cooperate with Liquid and Data in the defense of any claim. Liquid and Data reserves the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
11. General
11.1. Governing Law
You agree that these Terms, and your use of the Services, are governed exclusively by the laws of the State of Nevada and the federal laws of the United States of America applicable therein (excluding conflicts and choice of laws principles). Any contract formed through the use of the Services will be deemed to have been formed and executed within the State of Nevada, United States of America. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded.
11.2. Dispute Resolution
(a) Means of Resolution. You and Liquid and Data agree that any disputes arising under these terms or otherwise in connection with your use of the Site will be resolved through arbitration under the Commercial Arbitration Act, R.S.B.C. 1996, c. 55, as amended from time to time. Arbitration will be held in Fort Worth, TX, United States, and conducted in the English language. Notwithstanding the foregoing, you agree that: (i) the courts in any relevant venue will have jurisdiction for the purposes of obtaining and enforcing injunctive or other equitable relief, and for the purposes of enforcing the decision of any arbitrator appointed in accordance with this provision, and (ii) Liquid and Data may bypass arbitration in cases of fraud or other crimes against it, and in the case of interference with its technical operations or violations of its rights or property.
(b) Class Waiver. You acknowledge and agree that you and Liquid and Data are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Liquid and Data otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable, then the entirety of this Section 11.2 will be deemed void.
11.3. Jurisdiction and Venue.
If Section 11.2 is deemed void or is otherwise inapplicable, all disputes under these Terms will be resolved by a court of competent jurisdiction located in Texas, United States, provided that the courts in any relevant venue will have jurisdiction for the purposes of obtaining and enforcing injunctive or other equitable relief.
11.4. Force Majeure
Neither party shall be liable for delay or failure in performance (other than the making of payments) resulting from any cause beyond the reasonable control of such party, including but not limited to, acts of God, acts of war, riot, fire, flood, or other disaster, acts of government, strike lockout, power failures, or the inability to use or the failure of any third party telecommunications carrier or other services, which events or conditions prevent in whole or in part the performance by such party of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make performance commercially unreasonable.
11.5. Assignment
You may not assign any of your rights or obligations under these Terms without our prior written consent. Liquid and Data may freely assign our rights and obligations under these Terms, either in part or in full, without notice to you.
11.6. Notice
Liquid and Data may communicate with you about the Services or these Terms, including any changes to these Terms, by email or by posting notices on the Site. Unless expressly prohibited by law, you consent to receive communications relating to the Services or our business relationship from Liquid and Data electronically, and agree that all notices, waivers, agreements, disclosures and other communications satisfy any legal requirements that such communications be in writing. You may provide legal notice to Liquid and Data at P.O. Box 17464 Reno, Nevada 89511.
11.7. Nature of Relationship
Nothing in these Terms or from your use of the Services will create or be deemed to create any partnership, joint venture, agency, franchise or other business relationship between you and Liquid and Data, even if your use of the Services is for a commercial purpose which has been authorized by us. You and Liquid and Data will, at all times, be and remain independent contractors.
11.8. Severability
The provisions of these Terms are severable. If any individual provision is held to be invalid, unenforceable or contrary to applicable law, such provision shall be construed, limited, altered or deleted, as necessary, to eliminate the invalidity, unenforceability or conflict with applicable law while endeavoring to preserve the intention of these Terms, and all other provisions shall remain in full force and effect.
11.9. Entire Agreement
These Terms, including the Privacy Policy, together with any changes published by Liquid and Data on the Site or otherwise communicated to you, constitute the entire agreement between you and Liquid and Data governing your use of the Services.
11.10. Waiver
The failure by Liquid and Data to exercise or enforce any right or remedy under these Terms will not constitute a waiver of such right or remedy.
12. Contact
If you wish to contact Liquid and Data with any questions, comments or concerns regarding these Terms, please contact support@liquidanddata.io.