Liquifi Terms of Use

Liquifi LLC (“Liquifi”, us, we, etc.) is a member of FINRA/SIPC. See BrokerCheck at ww.finra.org/brokercheck or call (800) 289-9999.

Important Notice. Software and workflow tools offered by Venture360, Inc. are governed solely by the Venture360 Platform Terms of Service. Brokerage services are provided exclusively by Liquifi LLC and are subject to these Terms of Use. Your use of Liquifi’s services constitutes acceptance of these Terms of Use and Liquifi’s disclosures.

Liquifi licenses and operates a software Liquifi Platform and marketplace (together, the “Liquifi Platform”) to facilitate transactions in secondary markets (the “Transactions”) of and relating to securities of private companies (the “Securities”). The Liquifi Platform is available on the website www.liquifi.com (the “Site”). If you arrive from Venture360.co, you will be redirected and governed by these Terms of Use once you begin accessing the Liquifi Platform or using the brokerage services.

These Terms of Use (the “Terms”) are a binding agreement between Liquifi and you, the end user, who accesses, browses, or in any way uses the Liquifi Platform, the Site, any other related application, any services thereon, or other associated services offered by Liquifi (all together, the “Services”) and Liquifi, a FINRA-member broker-dealer (CRD 335263). Venture360, Inc. licenses software to Liquifi but is not a party to the Liquifi Platform or its brokerage services.

By visiting the Site, using the Services, signing an agreement that incorporates these Terms, registering as a “Site Member” (as described below), or otherwise indicating or manifesting your assent, you acknowledge that you have read, understood, agreed to enter into, and will abide by these Terms, Liquifi’s Privacy Policy and Notice (Reg. S-P) as described below, and all notices, rules, policies, and procedures that we may publish on the Site.

If you use the Services as an approved proxy for another individual (e.g., your work supervisor or a client) or on behalf of one or more business entities you or they own, manage, or advise (such as funds or holding companies), then you agree to these Terms on your behalf and on behalf of those individuals and entities (to which references to “you” also apply), and may only use the Services if you have the authority from each such individual and entity to do so. If you set up multiple accounts or multiple entity listings within an account, you are making a separate agreement between each of them and Liquifi.

If at any time you do not agree with these Terms or the Liquifi Privacy Policy and Notice (Reg. S-P), do not use or continue to use the Site or the Services.

Description of Transactions

Liquifi facilitates transactions between (i) “Securities holders”, who own Securities, either directly or by holding instruments relating to Securities such as options, futures contracts, or interests in holding companies that own Securities, and (ii) “Investors” who contemplate gaining investment exposure to Securities. You may access the Site as a Securities holder, an Investor, or both. If you are not a Securities holder or potential Investor, but wish to examine the Liquifi Platform as a student, researcher, scholar, analyst, journalist, auditor, investigator, private equity broker, advisor to Securities holders and Investors, or in some other role, your access to particular Site and Service functionality will be limited or blocked, including among other things the ability to place Transaction requests or close Transactions.

Transactions may be initiated through the Site or off-site by email, telephone, or other means, but under the auspices of Liquifi, LLC, a licensed broker-dealer. Once a Transaction is pending, Liquifi will circulate an electronic link to a closing service (the “Closing Liquifi Platform”) that, among other things, contains agreements appropriate to memorialize any transaction terms, including any provisions regarding commissions, nondisclosure of confidential information, non-circumvention, and other terms, conditions, notices, and disclosures that are customary to govern the Transaction (the “Transaction Documents”).

The Closing Liquifi Platform is part of the Site, and your use of the Closing Liquifi Platform and associated Services is conditioned on your accepting these Terms. On your request, as an alternative to the Closing Liquifi Platform, we may circulate documents by email, third-party electronic signature service, or paper documents.

Membership Types

All who access our Site, use our Services, or agree to these Terms are considered “Members”. There are three types of Members:

“Visitors”, who are visiting the Site or accessing the Services for any reason;
“Site Members”, who have established an online account (or, if applicable, an entity listing on an account) on the Site (their “Site Account”), so long as their account is still active and has not been blocked, suspended, disabled, or terminated; and
“Authorized Members”, Site Members who Liquifi has approved and who have acknowledged to meet conditions Liquifi may establish, including, without limitation, “know your customer” (“KYC”), anti-money laundering (“AML”), and other diligence checks, and self-certification of an accredited investor or qualified purchaser status.

Securities Products

Any securities mentioned on the Site or as part of the Services are only suitable for prospective investors familiar with and willing to accept the high risks associated with private investments, including the risk of complete loss. Securities sold through private placements are not publicly traded and, therefore, are illiquid unless and until registered with the SEC, if at all. Securities will be subject to restrictions on resale and transfer, including holding period requirements. Investing in private placements requires high-risk tolerance, low liquidity needs, and a willingness to make long-term commitments. Investors must be able to afford to lose their entire investment. Investment opportunities are not FDIC-insured, may lose value, and are not guaranteed by any bank or institution.

Any securities mentioned have not been registered under the Securities Act of 1933 (the “Securities Act”), in reliance on exemptions thereto. Similar reliance has been placed on exemptions from securities registration or qualification requirements under applicable state securities laws. Liquifi does not represent that any governmental agency has necessarily reviewed the Site, or has passed upon either the adequacy of the disclosure contained therein or the fairness of the terms of any Transaction. Further, companies whose Securities are described on the Site or as part of the Services may not have approved or know about the Site, Services, and various Transactions.

The exemptions relied upon for the Transactions are significantly dependent upon the accuracy of representations made by Investors and Securities holders, and potentially the issuers of the applicable securities, each as may be reflected in applicable Transaction Documents. If such representations prove untrue, the registration exemptions might not be available, and substantial liability could result. These risks are non-exhaustive and are intended to highlight certain risks associated with investing in securities not registered with the U.S. Securities and Exchange Commission (the “SEC”). WE STRONGLY ADVISE ALL PERSONS AND ENTITIES WHO ELECT TO PARTICIPATE IN TRANSACTIONS TO CONSULT LEGAL, TAX, AND FINANCIAL PROFESSIONALS BEFOREHAND, CAREFULLY REVIEW ALL THE SPECIFIC RISK DISCLOSURES PROVIDED AS PART OF ANY TRANSACTION MATERIALS, AND REQUEST ANY ADDITIONAL INFORMATION.

Relationships Among Parties

These Terms are an agreement between you and Liquifi; it does not offer investment advice. Liquifi does not recommend or otherwise suggest that any person or entity participate in any Transaction, and such participation shall be entirely at each such participant’s own risk.

Instead, Venture360, Inc. licenses the Liquifi Platform to Liquifi LLC, a Delaware limited liability company duly licensed as a broker-dealer by the Financial Regulatory Authority (“FINRA”). This self-regulatory organization oversees brokers in the United States.

Representations and warranties by you

You, the individual user of the Site or Services, expressly represent, warrant, and agree to the following:

You are at least 18 years old, are of the age of majority in the jurisdiction in which you live, or are otherwise able to enter contracts as an adult, and have the right, authority, and capacity to agree to these Terms, on your behalf and behalf of your organization or entity if any.
You are using the Site and Services on your behalf or that of your organization or entity, not as an agent, designee, or representative of another party — if you are a designee of another individual, please contact [ ] for further instructions.
You are using your real name, personal identity, and any organization or entity’s real name and identity, not impersonating another person, a fictitious person, or an avatar.
All the information, forms, documents, or other material you submit is true and accurate to the best of your knowledge.
If you have applied to be an Authorized Member, you, your organization, or entity as applicable are a bona fide Securities holder or prospective Investor interested in considering potential Transactions to be arranged by a Broker, and are not (among other things) a broker or finder who is gathering information to seek clients or broker trades.

Covenants by you

You agree not to do any of the following, either directly by interacting with the Site and Services, or by direct communication with Liquifi personnel:

Do things that cause any of the representations and warranties above to be untrue, inaccurate, or misleading, or continue to use the Site or Services upon learning that any of them are false, incorrect, or deceptive.
Place any bids or asks, or expressions of interest, unless you are an Investor or Securities holder doing so to consider potential Transactions on your behalf (and not on behalf of potential or actual clients).
Misrepresent, or provide any information (or by failing to disclose any relevant information create an implication fully) (i) that you know or should know to be inaccurate, incomplete, false, or misleading, concerning yourself, your financial information, your status as an accredited investor or qualified purchaser (if applicable) or ownership and transferability of Securities (if applicable), your intentions, or your desire to enter Transactions, or (ii) in an attempt to manipulate market prices or participants (including Liquifi) rather than to consider potential Transactions.
Create Site Accounts under false or assumed identities, impersonate someone other than yourself, or create multiple or “sockpuppet” Site Accounts.
Provide or link to fake identities or accounts that are not yours on other services such as AngelList, LinkedIn, a financial institution, an online brokerage, or a stock and options management service.
Attempt to gain or solicit access to secured or private portions of the Site or Services, other than those you are permitted to use.
Allow others to use or access your Site Account, create accounts to be used by or on behalf of multiple persons, or otherwise allow unauthorized use of your Site Account.
Create new Site Accounts after your Site Account has been blocked, suspended, disabled, or terminated.
Modify, republish, sublicense, or create derivative works based upon any content you receive from the Site or as part of the Services, except for content explicitly designated in writing by Liquifi as licensed for republication.
Use a bot, custom application, automated tool, or means other than a commercial web browser or Liquifi-supplied mobile application to access the Site.
Gather, scrape, spider, compile, create a database of, or otherwise harvest any information from the Site or Services, by manual or automated means, except for contemplating and entering Transactions.
Use any robot, spider, scraper, or other automated means not provided by Liquifi to retrieve, index, download, or store any portion of the Site or Services.
Attempt to gain, or solicit, access to secured or private portions of the Site or Services, or access any other person’s Site Account or information, except as permitted by Liquifi.
Upload or transmit any virus, worm, Trojan Horse, code injection, phishing attempt, or other malicious information or code.
Include any meta tags, hidden code, or other hidden text in connection with any content you upload to the Site or Services.
Interfere with the proper functioning of the Site and Services.
To the extent you communicate with Liquifi personnel or others in the Liquifi community, engage in any vulgar, bullying, pornographic, offensive, threatening, libelous, illegal, or otherwise inappropriate behavior, including using oral or written communications, images, or files.
Disable or impair the site’s operation or appearance, employing tactics such as a denial-of-service attack.
Use the Services in a way that violates the securities laws and regulations in the United States, or in the jurisdiction in which you are operating, violates any judgments, agreements, or obligations to which you are bound or knowingly causes other Members to do so.
Upload any information that is confidential, proprietary, or owned by a third party, unless you notify us as such. Please note that otherwise confidential information between you and your employer or company may be covered by an exception (by contract, statute, or otherwise) to consider possible transactions involving a company’s securities. Even if you are entitled to disclose these confidences to us for purposes of the Transaction, you must inform us of their confidential nature so that we know whether or not we may use them without breaching any confidentiality obligation you may owe your company.
Indicate to Liquifi that you are a Securities holder or Investor, or otherwise use any portion of the Site or Services reserved for Securities holders or Investors, without explicit written authorization from Liquifi, or for purposes of study, research, review, testing, investigation, reportage, analysis, competitive intelligence, or any purpose other than to consider (in good faith) and consummate Transactions.
Post or supply any Content (described below) that constitutes defamation, copyright or trademark infringement, a legal violation, that is objectionable, obscene, inflammatory, fraudulent, harassing, invasive of the Liquifi Privacy Policy and Notice (Reg. S-P)or confidences of others, that interferes with the use and enjoyment of the Site by others, that is promotional or a form of solicitation other than the bids and asks the Site may facilitate that.

Intellectual Property, Proprietary Information, and Ownership

We reserve all rights not expressly granted to you by these Terms. Between you and Liquifi, Liquifi alone shall own all rights, title, and interest, including all related intellectual property rights in and to the following (collectively, the “Content”):

Any information offered about companies that issued Securities described on the Site or Services (other than the information you provide), including their capitalization, valuation, and history.
Any bids and asks, or information concerning completed or proposed Transactions (including Transactions in which you are participating).
All documents, contracts, forms, and copyrightable text and images appearing on the Site or Services, other than any you have uploaded.
Any communications among you, Liquifi, other Members, and, if present, other service providers.
Any text, images, graphics, videos, audio files, charts, tables, software, scripts, photos, interactive features, copyrighted materials, trademarks, service marks, icons, and logos: (i) that are part of the Site or Services, or (ii) displayed or provided to you on the Site or as part of the services.

All Content is subject to various copyrights, trade secrets, confidentiality, and other rights under United States and foreign laws. Except as provided in these Terms, no part of the Content, and none of Liquifi’s proprietary rights therein, are licensed to you for any purpose. No part of the Content may be reproduced, recorded, retransmitted, sublicensed, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, websites or other medium or for any commercial purpose, except as provided in these Terms, without Liquifi’s prior express written consent.

Any information, data, passwords, usernames, PINs, other log-in information, contracts, documents, materials or other content (collectively, “User Content”) you provide in connection with the Services, you give Liquifi a limited license, free of any charge, to use such information for purposes of providing the Service, research, study, updating and building its repository of information about companies and Securities holders, including any incidental distribution, sublicense, or creation of derivative works in connection therewith. Further, you permit Liquifi to share your User Content with any affiliate or broker you engage or apply to engage, and any fund or servicer that participates in Transactions you enter, as well as such parties’ lawyers, accountants, brokers, and other service providers, all as may be further described in the Liquifi Privacy Policy and Notice (Reg. S-P) Policy. If you are under any agreement or duty with your entity or organization to restrict access to your User Content, it is crucial that you carefully avoid disclosing information to us that you are not entitled to disclose, and in the case of information that we must keep confidential, that you notify us so that we may take appropriate steps to do so.

“As between you and Liquifi” indicates that such rights are relative. Liquifi may not be the underlying owner of all of the Liquifi Content. Some may have been granted or licensed to Liquifi by brokers, funds, servicers, other Members, or other third parties. However, to the extent that Liquifi holds any rights in or to such materials, Liquifi grants you only the license contained herein.

Termination

We may change or discontinue the Site or any Services at any time, without prior notice. Further, we may terminate, block, or suspend your Site Membership at any time, concerning some or all of your listings as an individual, organization, and/or entity, for any reason or no reason. Without limiting the foregoing, Liquifi may do so should it determine (in its sole discretion, which shall not be subject to review) that you have violated these Terms or the Liquifi Privacy Policy and Notice (Reg. S-P) Policy, or otherwise engaged in actions that are inappropriate, offensive, or detrimental to Liquifi or other Members. You can terminate your Membership anytime by submitting a written request to delete your Site Account or using any Site features Liquifi provides. In the event of a termination or suspension of your Membership:

Termination of your Membership will not affect your engagement with any Broker, funds owed between you and Liquifi (except as may be outlined in your agreement with Liquifi), or any already-completed Transactions (except as may be outlined in agreements about the Transactions).
Liquifi and any applicable Fund or Servicer shall honor, service, and maintain any completed Transactions according to their terms. However, you may be prevented from entering any new Transactions, and if the termination was made by you or by Liquifi for reasons of a breach by you, Liquifi may (or may not) rescind any of your uncompleted Transactions in progress. You will be responsible for completing any Transaction that is not rejected.
Liquifi will provide you with an electronic copy of all Transaction Documents upon request. However, you may not be able to use the Services to access any dashboard or other tool to manage your securities or investments.
These Terms remain enforceable against you in connection with any breach. Liquifi reserves the right to take appropriate legal action, including pursuing civil, criminal, and injunctive remedies.

Indemnification

By entering into these Terms and using the services, you agree that you shall defend, indemnify, and hold Liquifi, its licensees and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, and agents harmless from and against all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with your violation or breach of any part of these Terms or any applicable law or regulation, whether or not referenced herein. This indemnification obligation will survive the termination of these Terms.

Disclaimer of warranties and limitations on liability

All Liquifi Content is provided “as is” without warranties, express or implied. To the fullest extent permissible under applicable law, Liquifi disclaims all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Liquifi does not warrant that the functions provided on the Site or Services will be uninterrupted or error-free, that defects will be corrected, that Liquifi will retain all of your Account content and data in full integrity or keep readily available all user content and data, or that the Site or the means that makes it available to you are free of viruses or other harmful components.

All of the Liquifi Content that concerns companies and investments that is on the Site, or that exchanged by Liquifi as part of the Services, is either: (i) publicly available, (ii) information obtained from third-party sources without endorsement, analysis, or approval by Liquifi, or (iii) information supplied by yourself and other Members. Liquifi does not provide and disclaims any obligation to provide any insight, advice, analysis, industry research, verification, or help other than concerning Site functionality. Any charts, data, and other information Liquifi may provide regarding company news and insights, company valuations, and funding events are for informational purposes only. They do not endorse or represent any company or its securities’ fair value.

Any links and referrals to other sites and services, including the services of a broker you retain, any contract with a fund, or the participation of any servicer, bank, money transfer service, or other service provider, will be governed by their terms and conditions. Liquifi is not responsible for any actions of any such parties or third-party sites. These Terms bind Liquifi only for your use of the Site and Services, not the sites and services of any third parties. Further, any promotions, advertising, or other content and services that are distinct from or in a different part of the Site may, by their terms, be subject to the terms of service and Liquifi Privacy Policy and Notice (Reg. S-P)policies that are limited to that particular content or service. Liquifi’s mobile application may have other terms and conditions that apply in addition to these Terms.

Liquifi does not warrant or make any representations regarding the use or the results of the use of any such third-party content, or for correctness, accuracy, reliability, or otherwise. We neither endorse any of the investment opportunities that may be presented nor recommend whether you should participate in any potential transactions.

Under no circumstances, including, but not limited to negligence, shall Liquifi be liable for any special, indirect, incidental, or consequential damages that result from the use of or the inability to use the Content on the Site or the Services, even if Liquifi, Liquifi, the Fund, the Servicer, or their authorized representatives have been advised of the possibility of such damages. In no event shall Liquifi’s total liability to you for all damages, losses, and causes of action, whether in contract or tort, exceed the amount paid by you, if any, for accessing the Site and using the Services.

Rules and regulations about the brokerage industry may sometimes limit the foregoing.

Dispute Resolution

The Terms shall be governed by Delaware law and subject to the exclusive jurisdiction of the state and federal courts in the City and County of , without regard to any jurisdiction’s choice or conflicts of law provisions. All claims from using the Site will be exclusively resolved by binding arbitration. You understand that by requiring arbitration, neither party will have the right to sue in court or have a jury trial.

Any controversy arising from Liquifi’s business activities shall be submitted to FINRA arbitration in Kansas City, MO (or the user’s residence if required). The parties shall maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be required in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Arbitration shall be conducted under the auspices of FINRA to the extent it may have authority over the parties and issues in dispute. To the extent any portion of this dispute resolution procedure conflicts with the rules of FINRA, as then in effect, such FINRA rules shall prevail.

Except as otherwise provided in the Terms, you and Liquifi may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

You and Liquifi agree that any arbitration will be limited to the dispute between Liquifi and you. You acknowledge and agree that you and Liquifi each waive the right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless you and Liquifi agree otherwise, 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.

Each party retains the right to bring an individual action in small claims court concerning matters within the jurisdiction thereof, or to seek injunctive or other equitable relief on an individual basis in a federal or state court in , concerning any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.

The foregoing venue, choice of law, and jurisdiction provisions shall not apply to any matters subject to separate agreements between you and Liquifi or its affiliates (including, without limitation, broker engagement agreements, nondisclosure agreements, and Transaction Documents).

Business Continuity Statements

SEC and FINRA Rules require investment advisers and broker-dealers to create and maintain a business continuity plan. Per these rules, Liquifi has developed a plan to permit us to continue critical business operations during natural disasters, power outages, financial insolvency, or other significant events.

While service cannot be assured to continue without interruption in all circumstances, the plans address the actions the firms will take in the event of a significant disruption. Account access will be restored first, followed by other critical business operations.

If either firm’s operating facilities are disrupted locally, the respective business continuity plans call for the affected firm to establish operations from an alternate location.

We maintain data backup records, located well away from our primary facility, so that they would not be affected by a regional disruption. We intend for account access to be available through these records should the primary data center suffer a disruption. Our plan will be reviewed, updated, and tested periodically.

In the case of financial insolvency, Venture360 will diligently seek to raise additional financing, including from affiliates, or, if necessary, orderly proceed with bankruptcy under applicable law.

Unless otherwise arranged, we will provide and receive certain communications in connection with the Services exclusively in electronic form. These communications include, but are not limited to, (1) agreements and policies required to use the Services, (2) Transaction Documents, (3) disclosures, notices, elections, waivers, and consents (4) payment authorizations and transaction receipts or confirmations, (5) account statements and history, and (6) and all federal and state tax statements and documents. We may also use electronic signatures and obtain them from you.

Your agreement to these Terms confirms your ability and consent to receive communications electronically from Liquifi, rather than in paper form, and to use electronic signatures in our relationship with you.

If you opt out or withdraw your consent, please make arrangements by contacting Liquifi.

You have the right to receive any communication in paper form at no charge to you, within 180 days of the communication, and also to opt out or withdraw your consent for electronic communications and/or signatures. To do so, please email or call Liquifi client services. Should you cancel or withhold consent, it may take us a reasonable period to process your request, after which we may not be able to continue offering access to some or all of the Services.

Please keep your contact information current, including your email address and phone number, to ensure our communications reach you.

Payments

Payment processing for Transactions is currently facilitated by Stripe, Inc. (“Stripe”). To use the payment functionality, you must open an “Access API” account provided by Stripe and accept ’s Terms of Service and Liquifi Privacy Policy and Notice (Reg. S-P)Policy. Any funds in your Stripe account will be held by Stripe’s financial institution partners as set out in the Stripe Terms of Service. Stripe is a third-party payment processor; funds are held at a FINRA-approved bank and are subject to SEC Rule 15c3-3(k)(2)(i) exemption.

You authorize Liquifi to share your identity and account data with Stripe to open and support your Stripe account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Stripe account through the Liquifi Platform, and Liquifi, not Stripe, will send Stripe account notifications. Liquifi will support your Stripe account through regular telephone, email, and online customer support.

Other provisions

All communications between us concerning these Terms may be made either by: (i) email delivered to your and our most recently updated email address, (ii) any private messaging feature that is implemented on the Site, (iii) personal delivery, or (iv) delivery via a nationally recognized bonded express courier service.

No joint venture, partnership, or agency relationship exists between you, Liquifi, or any third-party provider due to the Terms or use of the Site or Services.

If any provision of these Terms is invalid or unenforceable, such provision shall be construed consistent with applicable law, and the remaining provisions shall be enforced to the fullest extent under law. The failure of Liquifi to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Liquifi in writing.

These Terms, including the Liquifi Privacy Policy and Notice (Reg. S-P) Policy, comprise the entire agreement between you and Liquifi concerning your being a Member or Site Visitor. Your use of the Site and Services, supersede all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein, except that in the event you subsequently enter an agreement with a broker, fund, or servicer, sign Transaction Documents, or enter another agreement with Liquifi affiliates, the terms of those agreements will apply concerning the subject matter thereof. In such an event, these Terms will otherwise continue to apply between you and Liquifi for the Site and Services, in addition to and not in place (or replaced by) the subsequent agreement’s provisions, notwithstanding any such agreement’s provisions to the contrary.

Other than the Liquifi affiliates, these Terms have no third-party beneficiaries. Your agreement with Liquifi, if any, shall be on its own merits and not concerning these Terms. You may not assign these Terms, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid. All of the rights and obligations of Liquifi under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Our rights under these Terms will survive any termination of these Terms.

Headings are for convenience only and are not part of the agreement between the parties.

Changes

Liquifi reserves the right and sole discretion to modify these Terms of Use, the Liquifi Privacy Policy and Notice (Reg. S-P) Policy, and any notices, rules, policies, and procedures that may be published on the Site. As a broker, Liquifi will deliver the modifications via electronic mail to its customers and post the changes at least 30 days before they take effect, as FINRA Rule 2210 guidance recommends. Therefore, you will have the opportunity to view them before their effective date. You are responsible for checking the Site to view any such changes. If you do not agree to all of the changes, you must cease use of the Site; any usage by you of the Services after any modifications are made indicates acceptance of the modified Terms or other provisions. Notwithstanding and without limiting the foregoing, Liquifi may notify you of any such revision and require you to indicate acceptance of any new version to continue to use the Site and Services.

Contact

If you have any questions about these Terms, please contact us at support@liquifi.com.