These Terms of Service, together with the referenced Schedules, the Acceptable Use Policy, and the Privacy Policy (collectively, the “Agreement”) constitute a legal agreement between you and Liquid Global, Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively, “LiquidTrust”), and contains the terms and conditions that govern your use of LiquidTrust’s payment platform (the “Platform”). LiquidTrust directly, and through its websites (liquidtrust.io, goliquid.io, and poweredbyliquid.com) and associated domains (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 Services is governed by this Agreement.

This Agreement applies 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”), (a) you represent and warrant that you (i) are, if a natural person, at least 18 years of age, (ii) are, if an Entity, organized and in good standing under the laws of the state in which you are incorporated or otherwise chartered and registered as a foreign corporation where required to do so, and (iii) have full legal authority to bind such Individual or Entity to this Agreement; and (b) 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 one or more separate contracts with LiquidTrust with respect to the Platform, Site, or Services, the terms of that separate contract will control as applicable.

BY USING OR ACCESSING THE PLATFORM, SITE, OR ANY OF THE SERVICES DESCRIBED IN THIS AGREEMENT, YOU AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT, THE LIQUIDTRUST PRIVACY POLICY AND THE LIQUIDTRUST ACCEPTABLE USE POLICY. PLEASE DO NOT USE OR ACCESS THE PLATFORM, SITE, OR SERVICES IF YOU DO NOT ACCEPT THIS AGREEMENT. THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND LIQUIDTRUST.

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 LiquidTrust account (with you, each a “User” of your LiquidTrust 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 using or accessing the Platform, Site, or Services, you agree, effective as of the date of the first such action, to be bound by this Agreement. You understand and acknowledge that the Services are intended exclusively for commercial and business purposes.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND A WAIVER OF THE RIGHT TO A JURY TRIAL OR A CLASS ACTION. THESE PROVISIONS GOVERN HOW DISPUTES WILL BE RESOLVED, INCLUDING DISPUTES ARISING FROM YOUR AND USERS’ ACCESS AND USE OF THE LIQUIDTRUST PLATFORM, SITE, AND SERVICES. BY ACCEPTING THIS AGREEMENT, YOU AND YOUR USERS ARE WAIVING CERTAIN LEGAL RIGHTS. PLEASE REVIEW SECTION 17 (ARBITRATION) AND THE ARBITRATION PROVISIONS IN SCHEDULE 2 CAREFULLY BEFORE PROCEEDING.

1. Services 

1.1 LiquidTrust offers the following Services:  

• LiquidTrust Simple Pay - enables Payors to send payment and Payees to receive payment for goods or services. To utilize this Service, the Payor must maintain an active and valid payment account, and the Payee must maintain an active and valid receiving payment account. See Schedule 1 attached hereto for a more detailed description of LiquidTrust Simple Pay.

• LiquidTrust Protected Pay - enables Payors and Payees to define and agree to terms for the release of payment for goods or services. The Payor funds the agreed upon amount in a holding account, and those funds are released to the Payee when the Payor confirms to the Payee that the Payee has met the terms of the agreement between the Payor and Payee for release of the funds. To utilize this Service, the Payor must maintain an active and valid payment account, and the Payee must maintain an active and valid receiving payment account. See Schedule 2 attached hereto for a more detailed description of LiquidTrust Protected Pay. 

1.2 “Payor” means an entity desiring to pay for goods or services through use of the Platform. “Payee” means an entity desiring to be paid for goods or services through use of the Platform. Each of “Payor” and “Payee” may also mean “you” as context indicates.

2. Accounts 

2.1 To use the Platform and access the Services, you must register for and maintain an account with LiquidTrust (an “Account”). Account registration may occur either directly or through a third party, including a participating partner or an entity integrated with the Platform, Site or Services. If you register directly, you will be required to provide certain personal information to LiquidTrust, such as your name, address, phone number, and email address, as well as information about your Entity or Individual, as applicable. If you are referred or onboarded by a third party, such third party may provide some or all of this information to LiquidTrust on your behalf. In all cases, you, or such third party on your behalf, must also provide at least one active and valid payment method supported by LiquidTrust (“Payment Method”). You hereby authorize LiquidTrust to collect, use, and store your Account information, including Payment Method information, as necessary to make the Platform, Site, and Services available to you and your Users. If you access the Platform, Site or Services through a third party, you authorize such third party to share relevant data with LiquidTrust for purposes of establishing and maintaining your Account and facilitating the Services. You are responsible for ensuring that any third party providing your information to LiquidTrust has obtained all necessary consents and authorizations to do so. LiquidTrust is not responsible for any errors, omissions, or inaccuracies in information provided by third parties, and shall have no liability arising from any such errors, omissions, or inaccuracies.

2.2 You agree that all Account information provided to LiquidTrust - whether by you or on your behalf by a third party - is accurate, complete, and up-to-date, and you agree to promptly update your Account information if it changes. Failure to do so, 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 solely responsible for all activity that occurs under your Account, including activity by your Users. You must ensure that your Users comply with the terms of this Agreement and you will be liable for any acts or omissions of your Users in connection with the Platform, Site, or Services. You shall not grant your Users any rights to use or access the Platform, Site, or Services that exceed the rights granted to you under this Agreement. You must maintain the security of your Account and promptly notify us if you discover or suspect any unauthorized access or use. We reserve the right to reclaim usernames or accounts on behalf of businesses or individuals that hold a legal claim to them, including those based on trademark rights.

2.3 The Services provide customers the ability to access and manage one or more accounts (each, a “Custodial Account“) established by LiquidTrust with one or more insured depository institutions (each, a “Partner Institution”). While payments to or amounts that accrue to your benefit in such a LiquidTrust Custodial Account (collectively, your “Funds”) will be held by the Partner Institution in an omnibus deposit account for the benefit of you and other LiquidTrust Custodial Account holders, you are not a customer of our Partner Institutions. The operation or continuity of services provided by a Partner Institution may change without notice, and LiquidTrust assumes no liability for such changes.

2.4 The Services provide you the ability to initiate disbursements from a Custodial Account with a Partner Institution, and you hereby appoint LiquidTrust as your duly appointed agent to provide payment information and instructions regarding such disbursements and Custodial Accounts to the Partner Institutions. You agree to provide LiquidTrust with all authorizations necessary for LiquidTrust to provide the Services. You authorize LiquidTrust to appoint representatives and persons authorized to act on our behalf as your duly appointed agent.

2.5 LiquidTrust Simple Pay requires you to submit to LiquidTrust additional information necessary for the operation of LiquidTrust Simple Pay, including payment amount, proof of a commercial transaction, and purpose of payment. LiquidTrust Protected Pay use requires you to submit to LiquidTrust additional information necessary for the operation of LiquidTrust Protected Pay, including payment release conditions.

2.6 LiquidTrust transfers funds from Payor Accounts to Payee Accounts with the assistance of financial institutions authorized to handle Automated Clearing House (“ACH”) and wire transactions on behalf of LiquidTrust (each a “Payment Processor”). The Payment Processor is responsible for acting in accordance with financial regulations and agreed-upon service terms to securely process payments and transfer funds from Payor Accounts to LiquidTrust’s Custodial Account and from LiquidTrust’s Custodial Account to Payee Accounts.

2.7 From time to time, one or more third parties acting on your behalf may be granted access to an administrative portal of the LiquidTrust product. Such access is provided solely for the limited purpose of allowing such third parties to manage payment workflows and, where applicable, release payments on your behalf. All actions taken by such third parties through the admin portal shall be deemed authorized by you and taken on your behalf, and shall be subject to the same terms, conditions, and restrictions contained in this Agreement. You remain responsible for ensuring that any third party acting on your behalf is duly authorized, and LiquidTrust shall not be liable for any acts or omissions of such third parties except as expressly required by law.

2.8 You represent and warrant, on a continuing basis and each time you or any User accesses or uses the Platform, Site or Services, that (a) you and all Users will use the Platform, Site, and Services solely for commercial transactions involving the exchange of goods and/or services; (b) all Users are at least 18 years of age; (c) neither you nor any User is located in, organized under the laws of, or ordinarily resident in any country or 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 or region; (d) neither you nor any User has been previously suspended or removed from the Platform; (e) neither you nor any User is prohibited from accessing or using the Platform, Site, or Services under applicable law; (f) you will provide accurate and complete information and documentation as requested by LiquidTrust to verify identity, creditworthiness, or compliance with applicable law; (g) your business is not engaged in a restricted category (see our Acceptable Use Policy); and (h) neither you nor any User is listed on any sanctions, embargo, or restricted party list maintained by the United States, European Union, United Kingdom, United Nations, or any other applicable government authority.

2.9 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.

2.10 You acknowledge and agree that, in addition to such uses as may be disclosed in our Privacy Policy, we may (a) use, and disclose to and authorize use by our Partner Institutions and other third party service providers, the personal information, payment information and other data and information you provide us, as we deem necessary or appropriate in order to provide the Services, and (b) use such information in an aggregated, anonymized or non-personalized form for any lawful purposes, including without limitation risk and compliance modeling and underwriting.

3. Service Fees and Payment Terms

3.1 You agree to pay all applicable fees for the Services (“Service Fees”) in accordance with this Agreement. Service Fees for direct users are set forth in the fee schedule at LiquidTrust.io/#pricing (“Fee Schedule”), which we may amend or change from time to time as provided in Section 3.5. If you access the Platform, Site or Services through a third party, such as a participating partner, your Service Fees will be as agreed upon with that party. Service Fees may include:

(a) Payment Processing Fee. A fee that may be assessed for each payment made by a Payor to a Payee. This fee may be expressed as a flat fee and/or as a percentage of the total transaction amount;

(b) Exception Processing Fee. A fee that may be assessed in the event a payment fails to process successfully on the first attempt and each subsequent attempt, which fee may include, without limitation, the amount(s) of any charges imposed by financial institutions, return or rejection fees, and any and all other related processing or third party costs; and

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

3.2 You authorize LiquidTrust to charge your Payment Method for all Service Fees as they become payable, plus any applicable taxes (“Authorization”). The Authorization continues in effect until LiquidTrust 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 will 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 that any federal, state, or local government may impose arising from any use of the Services by you or your Users.

As between you and LiquidTrust, 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 involving your Account. Such fees include, without limitation, processing or other fees assessed by the Payor’s and/or Payee’s financial institution, wire fees, and foreign transaction fees.

However, LiquidTrust may make available to Payees outside the United States an optional Principal Protection service ("PPRO") for certain payments. PPRO is provided and fulfilled by one of our Partner Institutions. If you elect to purchase this service for an eligible transaction, PPRO is intended to prevent intermediary banks from deducting fees from the principal amount of your payment, with the goal that the beneficiary receives the full payment amount.

You acknowledge that the PPRO service is subject to the following limitations:

• Beneficiary Bank Fees Not Covered: The PPRO service does not prevent the beneficiary's own bank from assessing fees for receiving a credit, and the service may not override separate fee agreements between the beneficiary and their bank. You and/or your beneficiary are responsible for these fees.

• Service Not Guaranteed: The PPRO service provider cannot guarantee that an intermediary bank will not erroneously deduct fees from the payment principal. While the provider will take appropriate action to seek reimbursement for such deductions, we cannot guarantee the success or timing of such efforts.

• Transaction Eligibility: The PPRO service may not be applied to all transactions. For example, the service may not be effective for payments to beneficiaries with bank accounts in the U.S., as the U.S. clearing systems (CHIPS and Fedwire) do not support the required fee instructions.Other limitations may also apply.

Except for qualifying intermediary bank fees on a transaction where PPRO was successfully applied, you remain fully responsible for all third-party fees. PPRO may be subject to additional terms and requirements established by the Partner Institution that provides the service.

3.4 If LiquidTrust is unable to successfully charge your Payment Method for any reason (such as expiration or insufficient funds), you must pay:

(a) the amount due immediately upon demand, plus any applicable exception processing fees, fees imposed by financial institutions, or charges for returned items, plus

(b) 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

(c) attorneys’ fees and other costs of collection as permitted by law.

3.5 LiquidTrust 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 direct users 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 is to discontinue use of the Services and cancel your Account prior to the Fee Modification Date. By continuing to access the Services or maintain an Account after the Fee Modification Date, direct users accept and agree to be bound to the revised Fee Schedule. Notwithstanding the foregoing, if you access the Platform, Site or Services through a third party, such as a participating partner, your Service Fees will remain as agreed upon with that party and will not be affected by any changes to the Fee Schedule.

4. Term; Suspension; Termination

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

4.1 This Agreement and your access to the Services will continue until they are terminated by either party. You may cancel your Account and terminate your access to the Services at any time by contacting us at support@liquidtrust.io. 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 sole discretion or as directed by a Partner Institution, regulatory authority or payment network, 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 notice to you unless exigent circumstances prevent us from doing so.

4.2 The cancellation of your Account, or termination of your access to the Services or this Agreement, will not affect your or LiquidTrust’s rights with respect to transactions that occurred prior to such cancellation or termination. LiquidTrust will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to LiquidTrust’s cancellation of your Account, or termination of your access to the Services or this Agreement. Subject to the terms of this Agreement, LiquidTrust may delete your Account and User Content, including without limitation, contracts, work orders, statements of work, purchase orders, invoices, payment-related records, and other documents (whether complete or not), following cancellation of your Account, and/or termination of your access to the Services or this Agreement. Notwithstanding the foregoing, we may maintain copies of any information or data that you upload to or create in the Service as required or permitted by law, this Agreement or our Privacy Policy. All provisions of this Agreement that by their nature should survive termination will survive the termination or cancellation of your Account or this Agreement, including, without limitation, provisions relating to intellectual property ownership, indemnification, warranty disclaimers, limitations of liability, governing law, and dispute resolution. Termination of this Agreement will not affect any rights or obligations that accrued prior to the effective date of termination, including your obligation to pay all Service Fees accrued or otherwise due and payable to LiquidTrust, whether or not previously invoiced.

4.3 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 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.

5. Proprietary Rights

5.1 Content

5.1.1 “User Content” means information and content you and Users host, create, post, store and transmit on or via the Platform, including, without limitation, messages, text, photos, videos, software and other materials. As between you and LiquidTrust, you retain all rights in and to the User Content except for the license you grant below.

5.1.2 “LiquidTrust 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 LiquidTrust, other than User Content. LiquidTrust retains all rights in and to the LiquidTrust Content.

5.1.3 “Content” means User Content, LiquidTrust 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 LiquidTrust (“Third-Party Content”).

5.1.4 You grant to LiquidTrust, on behalf of yourself and all Users, 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 LiquidTrust as necessary or beneficial for us to provide the Services.

5.2 LiquidTrust’s Intellectual Property Rights

5.2.1 LiquidTrust and its licensors exclusively own all worldwide right, title, and interest in and to the LiquidTrust 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 (“LiquidTrust IP”). You acknowledge that the LiquidTrust IP is the proprietary property of LiquidTrust or its licensors and is protected by copyright, trademark, patent and other laws of the United States and foreign countries.

5.2.2 You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the LiquidTrust IP. This Agreement does not convey any proprietary interest in or to any LiquidTrust IP or rights of entitlement to the use thereof except as expressly set forth herein. Your rights to use the LiquidTrust IP will be limited to those expressly granted in this Agreement and will terminate upon the earlier of the cancellation of your Account or termination of the Services or this Agreement. No license or right is granted to you or any third party by implication, estoppel or otherwise.

5.2.3 Any feedback, comments, and suggestions you or Users may provide for improvements to the LiquidTrust IP (“Feedback”) is given entirely voluntarily and LiquidTrust and its licensors will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as they see fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback you provide to LiquidTrust in response to any surveys LiquidTrust conducts, through any available technology, about your experience.

5.2.4 Subject to your compliance with this Agreement, LiquidTrust grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services and access, view, and download LiquidTrust Content solely in connection with your permitted use of the Platform and Services on your own behalf.

5.2.5 The license granted to you is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by LiquidTrust, solely in the manner authorized by these terms and solely until your Account is canceled or this Agreement is terminated by you or LiquidTrust as expressly permitted herein.

6. Rights You Grant to Us

6.1 Right to Limit or Decline to Make Payment. You grant LiquidTrust and we reserve the right, in our sole discretion and for any reason, to limit, delay, or decline to make, process or issue any payment initiated or requested through the Service, without any liability therefor. If such action is taken, LiquidTrust will provide notice as promptly as practicable, subject to any restrictions imposed by law enforcement or applicable law.

6.2 Transaction Limits. You grant LiquidTrust and we reserve the right, in our sole discretion, to impose or modify limits on the amount of money that may be sent through the Service, on a per transaction or cumulative basis, at any time and without any liability therefor. While LiquidTrust will use commercially reasonable efforts to notify you of any such limits or changes, it shall not be obligated to do so.

6.3 Right of Set Off.  To the extent permitted by law, you grant LiquidTrust the right to apply or set off any funds or credit balances in which you have an interest and that are in LiquidTrust’s possession, custody, or control, against any amounts or liabilities you owe to LiquidTrust under this Agreement.

7. Anti-Money Laundering and KYC Requirements

7.1 Customer Authentication. 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 and the Partner Institutions, to obtain, verify, and record information that identifies every customer. This means that when you create an Account, we may ask you for your name, address, date of birth, and other information that will allow us to identify you. We may also ask for your driver’s license or other identifying documents, such as business-related documents. You authorize us to collect, use and disclose such information to our Partner Institutions, third party providers, and any competent government authority as we deem necessary or appropriate in our sole discretion to comply with applicable U.S. federal or state law or the law of any non-U.S. jurisdiction that may apply to the Services.

7.2 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 provided to LiquidTrust - whether by you or on your behalf by a third party - is complete, truthful, accurate, and up-to-date.

7.3 Review of Accounts and Payments. You authorize LiquidTrust, and we reserve the right, to review or place a hold on any Account or payment requested through the Service for purposes of assessing credit or fraud risk, or to ensure compliance with applicable laws and regulations, including anti-money laundering laws, counter-terrorist financing laws, and Office of Foreign Assets Control (“OFAC”) sanctions. We may maintain a hold for as long as we deem necessary to conduct a thorough inquiry regarding the payment, Account, User, Entity, Individual, or any related facts or circumstances. Based on the outcome of such review, we reserve the right to take any action we deem appropriate, including cancelling or reversing the payment, or continuing to hold the payment pending instructions from or review by a government authority.

7.4 Reports. You acknowledge and agree that we may disclose information or provide reports related to payments made through the Service to financial institutions, regulators, tax authorities, law enforcement agencies, or other appropriate parties, as required or permitted by applicable law. LiquidTrust will cooperate with the relevant authorities in connection with any investigation, inquiry, or prosecution arising from such disclosures.

8. Acceptable Use Policy

Your use of the Platform, Site, and Services is subject to LiquidTrust’s then-current Acceptable Use Policy (“AUP”). LiquidTrust may suspend, limit or terminate your access to any portion of the Platform, Site, or Services if you or any of your Users violate the AUP. LiquidTrust may update the AUP from time to time, as LiquidTrust in its discretion determines to address conduct that may be harmful to other users, unlawful or that may expose LiquidTrust to liability.

9. LiquidTrust’s Rights to Monitor User Content and Conduct

9.1 While LiquidTrust is not obligated to monitor access to or use of User Content, or to review or edit any User Content, LiquidTrust reserves the right to do so for purposes of operating the Platform, Site, and Services, ensuring compliance with this Agreement, and complying with applicable law or regulatory obligations. LiquidTrust also reserves the right, but is not obligated, to remove or disable access to any User Content that it reasonably deems to be objectionable or in violation of this Agreement or applicable law. In such an event, LiquidTrust will endeavor to provide advance notice to the extent possible.

9.2 LiquidTrust reserves the right to monitor access to and use of the Platform, Site, Services, and Content, and to investigate any conduct that LiquidTrust believes may impact the integrity, security, or lawful use of the Platform, Site, Services, or Content, including suspected violations of this Agreement. LiquidTrust may also consult and cooperate with law enforcement authorities and regulatory agencies in connection with any unlawful activity.

10. Privacy Policy

Please review LiquidTrust’s Privacy Policy to understand how LiquidTrust collects, uses, retains, discloses and safeguards User information in addition to the collection, use, retention and disclosures disclosed and described herein. By using or accessing the Platform, Site or Services, you acknowledge and agree that LiquidTrust may collect, use, retain, and disclose such information pursuant to LiquidTrust’s Privacy Policy, as it may be updated from time to time.

11. Warranty Disclaimers

11.1 LiquidTrust provides a technology platform that enables the facilitation of payment services between Payors and Payees, and is not in the business of providing legal, regulatory, tax, financial, accounting, escrow, employment, payroll, or other professional services or advice. Any information provided by LiquidTrust via the Platform, Site, Services or otherwise, is provided solely as a convenience and for general informational purposes only and should not be construed as professional advice.

11.2 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.

11.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, (A) THE PLATFORM, SITE, SERVICES, LIQUIDTRUST CONTENT, THIRD-PARTY CONTENT, AND ALL OTHER MATERIALS, DATA, AND INFORMATION MADE AVAILABLE BY OR THROUGH ANY OF THE FOREGOING (COLLECTIVELY, THE “MATERIALS”) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND; (B) LIQUIDTRUST, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS (COLLECTIVELY, THE “PROVIDERS”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, DATA LOSS, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; (C) THE PROVIDERS ALSO DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL IMPLIED DUTIES, INCLUDING ANY DUTIES OF GOOD FAITH, FAIR DEALING, OR REASONABLE CARE, TO THE FULLEST EXTENT PERMITTED BY LAW; (D) THE PROVIDERS DO NOT WARRANT THAT THE PLATFORM, SITE, SERVICES, OR ANY MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; (E) THE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, LEGALITY OR SUITABILITY OF ANY MATERIALS, INCLUDING CONTENT, AND EXPRESSLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM OR RELATED TO YOUR RELIANCE ON SUCH MATERIALS; AND (F) THE PROVIDERS DISCLAIM ANY RESPONSIBILITY FOR ENSURING THAT THE PLATFORM, SITE, SERVICES, OR ANY MATERIALS WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, OR BE COMPATIBLE OR WORK WITH ANY OTHER SYSTEMS OR SERVICES.

11.4 LiquidTrust 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. In addition, the Platform, Site, and Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. LiquidTrust 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.​

11.5 Certain actions you or Users initiate through the Platform, Site, or Services may irrevocably modify and/or delete User Content. YOU ACKNOWLEDGE AND AGREE THAT LIQUIDTRUST SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LOSS, DELETION, OR MODIFICATION OF ANY USER CONTENT RESULTING FROM ACTIONS TAKEN BY OR ON BEHALF OF YOU OR USERS.

11.6 LiquidTrust provides a technology platform that enables the facilitation of payment services between Payors and Payees but is not a party to, and assumes no responsibility or liability for, any transactions, agreements or relationships between them. LiquidTrust is not an escrow agent, trustee, fiduciary, or guarantor with respect to any funds, transactions, or obligations between you and any other party, except as expressly set forth in Section 2.4, and does not take possession or control of funds, except as necessary to process transactions in accordance with your instructions. LiquidTrust does not warrant, endorse, guarantee, or assume any responsibility or liability for: (a) the acts, omissions or conduct of other users or third parties, including, without limitation, any transactions or disputes between Payors and Payees or with third parties, including participating partners, and the acts or omissions of any financial institution; or (b) any products or services offered, advertised, or provided by third parties through the Platform, Site, or Services. LiquidTrust will not be a party to, and has no obligation to monitor, mediate, enforce or resolve, any transaction, agreement, or dispute between you and any third party, including participating partners, whether relating to invoicing, payment terms, non-performance, satisfaction of conditions, release or reversal of funds, contract compliance, or any other matter.

You acknowledge and agree that you have not relied, and will not rely on, LiquidTrust or the Platform, Site or Services to investigate, screen, verify, or otherwise assess the identity, trustworthiness, creditworthiness, legality, or performance of any other user, counterparty, or transaction, and that you are solely responsible for conducting your own due diligence before entering into any transaction or relationship.

12. Indemnity

12.1 You agree to defend, indemnify, and hold harmless LiquidTrust, its parent, affiliates and Providers, and their respective officers, directors, employees, and agents (collectively, the “Indemnified Parties”), from and against any and all third party claims, demands, or proceedings (collectively, “Claims”), and any and all resulting liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of, relating to or resulting from (a) you or your Users’ access to or use of the Platform, Site, Services, or Content; (b) any User Content; (c) your or your Users’ actual or alleged violation of this Agreement; (d) any actual or alleged infringement, misappropriation, or violation by you or your Users of any third party right, including without limitation rights of privacy, publicity, intellectual property, or any labor or employment-related rights; (e) your or your Users’ actual or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (f) your violation of the Operating Rules of the National Automated Clearing House Association (“NACHA Rules”) or the rules of any other payment network; (g) your or your Users’ gross negligence, fraudulent activity, or willful misconduct; (h) any Indemnified Party’s use of or reliance on information, data or instructions furnished or made available by you or your Users, or the respective employee(s), independent contractor(s), or authorized representatives or you or your Users; (i) actions or activities that any Indemnified Party undertakes in connection with the Services or this Agreement at the direction of, or in reliance on instructions reasonably believed to be from, you or your Users, Payors or your authorized representatives (each such action or activity, a “Requested Action”); (j) any Indemnified Party’s use of or reliance on information or data resulting from any such Requested Actions; or (k) your failure, or the failure of any of your authorized representatives, to properly follow LiquidTrust’s instructions with respect to the Services. ​

12.2 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 any Indemnified Party or you, you agree to promptly notify LiquidTrust in writing and to use all reasonable efforts to mitigate any potential losses or liabilities.

13. Limitation of Liability 

13.1 To the maximum extent permitted by applicable law, LiquidTrust shall not be responsible or liable for any claims, losses, damages, liabilities, or consequences arising out of or relating to (a) User Content or reliance on User Content by you or any third party; (b) any delay or failure by you to provide timely, complete, or accurate information necessary for LiquidTrust’s performance of the Services; (c) any payment, transaction, or dispute between Payors and Payees, including those involving LiquidTrust Simple Pay or LiquidTrust Protected Pay, except to the extent caused directly by LiquidTrust’s gross negligence or willful misconduct; (d) your or your Users’ violation of the NACHA Rules; (e) unauthorized access to or actions taken in your Account by a third party, and any transactions, consequences, or losses arising therefrom, except to the extent caused by LiquidTrust’s gross negligence or willful misconduct; (f) your negligence or the negligence of your Users, employees, contractors, agents, or other authorized representatives; (g) any losses, or portions of any losses, that could have reasonably been avoided or mitigated by you through commercially reasonable efforts; (h) the use, misuse, or disclosure of your Shared Information by any third party; (i) any Requested Action, or any consequences or losses directly or indirectly resulting therefrom (except to the extent due to LiquidTrust’s gross negligence or willful misconduct); or (j) the failure by you, your Users, or any authorized representatives of you or Users, to follow LiquidTrust’s instructions with respect to the Services.

13.2 TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER LIQUIDTRUST NOR ANY ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR ANY OTHER PARTY INVOLVED IN CREATING, OPERATING, DELIVERING OR PROVIDING THE PLATFORM, SITE, SERVICES, OR CONTENT SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF DATA OR GOODWILL, BUSINESS 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 LIQUIDTRUST 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 IN THOSE JURISDICTIONS.

13.3 IN NO EVENT WILL LIQUIDTRUST’S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL 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 TOTAL AMOUNT YOU PAID TO LIQUIDTRUST FOR THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM, AFTER DEDUCTING ANY REVENUE SHARE PAID OR PAYABLE BY LIQUIDTRUST TO THIRD PARTIES IN CONNECTION WITH THOSE SERVICES. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 13 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LIQUIDTRUST AND YOU, AND SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.4 Without limiting the generality of the foregoing, the Platform, Site and Services rely on third-party technology and services, such as application programming interfaces, cloud infrastructure, and web hosting services. Any modification, disruption, degradation, or discontinuation of such third-party services may materially and adversely impair, or entirely disable, your use of or access to the Platform, Site and Services, and LiquidTrust shall have no responsibility or liability in connection therewith. In addition, LiquidTrust makes no representation or warranty regarding the security, availability, or integrity of any User Content stored or transmitted through third-party systems or infrastructure.

14. Changes to the Agreement, Platform, or Services

LiquidTrust 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 LiquidTrust’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 to 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, LiquidTrust may change or discontinue all or any portion of the Platform, Site, Services, or LiquidTrust Content at any time and without notice, at LiquidTrust’s sole discretion.

15. Independent Contractors

Except as expressly set forth in Section 2.4, no joint venture, partnership, agency, fiduciary, employment, or franchisor-franchisee relationship is intended or created between you and LiquidTrust, or between you and any third party, by this Agreement or through your use of the Platform, Site, or Services. The parties expressly agree that their relationship is solely that of independent contractors. Except as expressly set forth in Section 2.4, neither party shall have any authority to bind, represent, or assume obligations on behalf of the other in any manner or for any purpose, nor shall either party hold itself out as having such authority, whether express or implied.

16. Governing Law

This Agreement will be governed in accordance with the laws of the State of New York, without regard to conflicts of laws principles. For clarity, the substantive rights and obligations of the parties shall be governed by New York law, while the arbitration procedure shall be governed by the U.S. Federal Arbitration Act (Title 9, U.S. Code) and, to the extent applicable, the arbitration law of the seat of arbitration.

17. Arbitration

17.1 Except as expressly set forth in this Section 17, all legal or equitable disputes, controversies, and claims, whether founded in contract, tort, statute, common law, or otherwise, arising out of or relating to this Agreement or the Platform, Site, Services or Content (including any claim regarding the applicability, interpretation, enforceability, scope, validity or formation of this arbitration clause and/or this Agreement), or any transaction or relationship facilitated by or through LiquidTrust, whether the transaction is domestic or international, including those involving LiquidTrust Protected Pay that cannot be resolved by direct negotiations between the affected parties, shall be finally resolved exclusively by binding arbitration through the platform provided by New Era ADR, Inc. (https://app.neweraadr.com/) (the “New Era Platform”). Arbitration that includes LiquidTrust as a party to the arbitration shall be initiated directly through New Era ADR at https://app.neweraadr.com. Arbitration of a dispute between the Payor and Payee shall be initiated as described in Section 3.3 of Schedule 2.

17.2 New Era shall administer arbitration in accordance with its rules and procedures for “Virtual Expedited Arbitrations” in effect at the time the arbitration is commenced (which are deemed incorporated herein by reference), except as modified herein (the “Rules”), by a professional neutral with relevant experience (the “Neutral”). The Neutral shall be chosen in accordance with the Rules. The arbitration shall be conducted in English and the seat of arbitration shall be New York, New York, USA. The parties acknowledge that the arbitration award shall be recognized and enforceable under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958). The parties will bear fees and costs for arbitration in accordance with the Rules. If a party, after proper notice, fails to participate or to pay its required share of deposits or advances, the arbitration may proceed ex parte, and the Neutral may render an award, including a default award, in favor of the participating party pursuant to the Rules. The Neutral shall award the costs of the arbitration, including the Neutral’s fees, administrative fees, and reasonable attorneys’ fees, against the non-prevailing party, except to the extent the Neutral determines that a different allocation is appropriate in the interests of justice. The Neutral(s) shall issue a final and binding written award, stating the reasons upon which the decision is based. The award shall be final and binding with no right of appeal except as permitted under the Federal Arbitration Act. Judgment on the arbitration award may be entered and enforced in any court having competent jurisdiction.

In the event the New Era Platform is unavailable or New Era ADR, Inc. (“New Era ADR”) is unwilling to administer the arbitration in accordance with the arbitration provisions of this Agreement, the parties to the arbitration shall select an alternative administrator. If the parties fail to agree on an administrator within thirty (30) days after one party’s written request to the other party(ies) to designate an administrator, the arbitration shall be administered by the American Arbitration Association (“AAA”). In the event an administrator other than New Era is selected, whether by party agreement or by default to AAA, all references in this Agreement to (i) “Neutral(s)” shall be deemed to refer to the arbitrator(s) appointed by the applicable administrator, (ii) the “Rules” shall be deemed to refer to the applicable rules of that administrator, , and (iii) “New Era ADR” shall be deemed to refer to the applicable administrator. If administered by AAA, the arbitration shall proceed in accordance with (a) its Commercial Arbitration Rules if all parties are domiciled in the United States, or (b) its International Arbitration Rules if at least one party is domiciled outside the United States.

For clarity, any arbitration conducted by AAA or any other administrator shall be administered with the same seat of arbitration (New York, New York, USA), in the same language (English), and governed by the same substantive law and enforcement provisions as set forth in this Section 17.

17.3 For purposes of arbitration, the contact information for LiquidTrust shall be legal@liquidtrust.io and for the Payor and Payee, it shall be the email addresses most recently associated with their respective LiquidTrust accounts. Service by email shall be deemed effective for purposes of notice and service worldwide. If a court in an enforcing jurisdiction deems email service insufficient, each party consents to service by an internationally recognized courier. For each of the Payor and Payee, service shall be sent to the mailing address most recently associated with such party’s LiquidTrust account and for LiquidTrust, to LiquidTrust Global, Inc., Attention: CEO, 219 N Serrano Ave, Los Angeles, CA 90004. The methods of service set forth in this Section shall constitute valid and sufficient service of process for purposes of arbitration and related judicial proceedings to enforce or challenge the award. For more information on initiating arbitration directly with New Era, please go to New Era ADR’s Virtual Arbitration Help Center. For support when initiating an arbitration, please contact support@neweraadr.com.

17.4 Any question or matter of arbitrability of a dispute shall be determined by the Neutral(s) assigned to, or chosen for, such dispute from the New Era ADR panel of Neutrals. For clarity, this dispute resolution means any determination of (a) the enforceability of all or any provision and of this Agreement including, but not limited to, any claim that all or any such provision is void or voidable; and (b) whether a dispute regarding the provisions of this Agreement shall be governed by arbitration, in each case, shall be determined solely by the Neutral(s) and not in a court of law or other judicial forum. The parties expressly agree that the Neutral, and not any court, shall have exclusive authority to resolve all issues relating to the formation, validity, enforceability, and scope of this arbitration provision. The parties further agree and acknowledge that they are waiving their right to seek a determination of arbitrability in a court of law or other judicial forum.

17.5 Each party understands and agrees to all dispute resolution provisions contained in this Agreement and to the jurisdiction of New Era ADR, whether such party is located within the United States or outside the United States, and acknowledges that any decision is enforceable regardless of the party’s location. Each party located outside the United States specifically acknowledges and agrees that awards may require recognition proceedings in their home jurisdictions under the New York Convention.

17.6 In the event of a dispute between a Payor and Payee that is not resolved during the applicable Self-Resolution Period (as defined in Schedule 2), LiquidTrust may initiate arbitration between the Payor and Payee, but solely for the limited purpose of submitting the dispute for resolution between those parties. In such cases: (a) LiquidTrust shall not be a party to the dispute or the arbitration; (b) LiquidTrust’s initiation of arbitration shall be limited to submitting the matter for resolution between Payor and Payee; (c) LiquidTrust shall have no responsibility for resolving the dispute or determining the outcome, and shall incur no liability arising from the dispute or its resolution; (d) both Payor and Payee shall accept service via the email addresses associated with their LiquidTrust accounts; (e) no further notice shall be required to proceed with arbitration unless decided otherwise by a court in an enforcing jurisdiction, in which event the terms of Section 17.3 shall apply regarding service by an internationally recognized courier; and (f) the costs of arbitration shall be borne equally by the Payor and Payee. As a prerequisite for the arbitration to proceed, each party must pay its share of the arbitration fee to LiquidTrust within seven (7) days of receiving notice. If only one party pays its fee within the specified timeframe, the arbitration will still proceed, and the failure to pay by the non-paying party may be submitted to the arbitrator for consideration, potentially resulting in a default ruling. If neither the Payor nor the Payee pays their respective share of the arbitration fee within the specified seven (7) day period, the dispute will be considered abandoned. In such an event, LiquidTrust will close the dispute and release the full amount of the funds held in the LiquidTrust Protected Pay account back to the Payor's account.

17.7 Payor, Payee, and LiquidTrust 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 and enforcement of this arbitration provision.

PAYOR, PAYEE, AND LIQUIDTRUST EACH IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY AND WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING, whether in court or in arbitration. The parties agree and acknowledge that this Agreement does not adopt or incorporate any “mass arbitration” procedures, and all disputes shall be resolved on an individual basis only.

17.8 This Section 17 applies to (a) all disputes between you and LiquidTrust; and (b) all disputes between a Payor and Payee arising out of or relating to LiquidTrust Protected Pay, including any issues concerning performance, non-performance, satisfaction of payment release conditions, or the withholding or disbursement of funds held through the LiquidTrust Protected Pay service. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, (i) any party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of copyrights, trademarks, trade secrets, patents or other intellectual property rights; and (ii) this Section 17 does not apply to disputes between a Payor and Payee arising out of or relating to the LiquidTrust Simple Pay service, which the parties must resolve independently.

18. General 

18.1 This Agreement constitutes the entire agreement between LiquidTrust and you regarding the Platform, Site, Services, and Content and replaces all prior understandings, communications, and agreements, oral or written, regarding this subject matter. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement. If any provision of this Agreement is determined by an arbiter (or, if applicable, by a court of competent jurisdiction) to be unenforceable, illegal or invalid under applicable law, then (a) such provision will be enforced to the maximum extent permissible so as to effectuate the original intent of the parties with respect to such provision; and (b) the remaining provisions of this Agreement will remain in full force and effect and will not be affected thereby. You may not assign this Agreement, by operation of law or otherwise, without LiquidTrust’s prior written consent. Any purported assignment in violation of this Section will be void. LiquidTrust may freely assign or transfer this Agreement without restriction. Subject to the foregoing, the provisions of this Agreement will inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. 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.

18.2 LiquidTrust is not responsible or liable for any delays, interruptions, or failures in performance resulting from any cause or circumstance beyond LiquidTrust’s reasonable control, including, but not limited to, acts of God, natural disasters, public health emergencies, acts of civil or military authorities, changes to laws or regulations, embargoes, wars, terrorist acts, labor disputes or strikes, acts or omissions of third parties, riots, fires, earthquakes, floods, power outages, strikes, weather conditions, acts of hackers, failures or delays of internet service providers or hosting providers, acts of any other third party, or any of your acts, omissions or failures to act.

18.3 Any notices or other communications provided by LiquidTrust under this Agreement, including those regarding modifications to this Agreement, will be effective if: (a) delivered via email to the email address associated with your Account; or (b) posted on the Platform or Site. Such notices will be deemed 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). You are solely responsible for maintaining accurate and up-to-date contact information, including a valid email address and mailing address, and for regularly checking the Platform and your email for communications from LiquidTrust. Any legal notices or formal communications from you to LiquidTrust must be:

(i) emailed to legal@LiquidTrust.io with the subject line clearly indicating it is a legal notice under this Agreement; and (ii) sent by a reputable international courier or registered mail service to:

Liquid Global, Inc.
219 N Serrano Ave
Los Angeles, CA 90004
Attn: Legal

Notices to LiquidTrust will be deemed delivered only when actually received by LiquidTrust. You bear all risk of loss or delay in transmission, especially for international communications.

18.4 LiquidTrust’s failure to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver must be in a writing signed by a duly authorized representative of LiquidTrust and will be effective only with respect to the specific instance and purpose for which it is given. Except as expressly stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to any other remedies available to either party.

19. Electronic Communications 

When you use the Platform, Site or Services, or send emails and other communications to LiquidTrust, you may be communicating with us electronically. You consent to receive communications from LiquidTrust electronically, including without limitation notices, disclosures, statements, records, authorizations, receipts, emails, and other information provided for your convenience or as required by applicable law (collectively, “Communications”). These Communications may be provided via email, through the Platform, Site or Services, through your user dashboard, by posting to your Account, or via other digital means that enable access. You agree that (a) all Communications LiquidTrust provides to you electronically and that you provide to LiquidTrust electronically satisfy any legal requirement that such Communications be in writing; (b) all such Communications will be deemed delivered when sent or posted, regardless of whether you access or review them; and (c) your continued use of the Platform, Site or Services constitutes confirmation that you can access and retain electronic Communications. 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 Communications and electronic authentications used in the Services will be considered for all intents and purposes as valid and binding originals and signatures.

You may request a paper copy of any Communication by contacting LiquidTrust at support@liquidtrust.io or Liquid Global, Inc., 219 N Serrano Ave Los Angeles, CA 90004. LiquidTrust may charge a reasonable fee for printing and mailing such documents, if permitted by law. We reserve the right to decline to send paper copies of certain Communications that are not legally required to be provided in paper form.

To access and retain electronic Communications, you satisfy the following hardware and software requirements:

• A computer or mobile device with internet connectivity;

• A valid and active email account;

• A web browser that supports 128-bit SSL encryption;

• Software that can display PDF files (e.g., Adobe Acrobat Reader);

• Sufficient storage capacity to retain Communications or a printer to print them.

By continuing to use the Platform, Site or Services, you affirm that you meet the above hardware and software requirements and that you provided a current and valid email address for delivery of Communications. You must keep your email address and other contact information current to ensure receipt of all Communications. You can update your contact details by contacting support@liquidtrust.io.

You may withdraw your consent to receive Communications electronically at any time. To do so, you must notify LiquidTrust in writing by sending an email to support@liquidtrust.io with the subject line “Withdrawal of Electronic Consent.” Your request must include your full name, contact information, and details sufficient to identify your Account.

Your withdrawal of consent will become effective only after LiquidTrust has received your notice and has had a reasonable period to act on it. Withdrawing your consent to receive electronic Communications may result in the suspension or termination of your access to the Platform, Site, and/or Services since electronic communication is integral to the secure and timely operation of them.

Withdrawing your consent to receive electronic Communications does not affect: (i) the legal validity, enforceability, or binding nature of any prior Communications provided to you electronically; (ii) any obligations or transactions completed prior to the withdrawal becoming effective; or (iii) LiquidTrust’s rights to retain and use records of such Communications as permitted by law.

Due to the nature of online payment transactions, LiquidTrust relies heavily on electronic Communications to process payments, deliver notices, and provide updates related to transactions, applicable obligations, dispute resolution, account activity, and required disclosures. If you withdraw consent, you (A) may not be able to use the Platform, Site or Services; (B) may be required to settle any pending transactions via alternative means, which may delay processing; and (C) may be subject to additional fees for paper delivery of required Communications, where permitted by law.

20. Contact Information

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

Schedule 1
LIQUIDTRUST SIMPLE PAY

The following additional provisions apply to your access and use of LiquidTrust Simple Pay:

1. LiquidTrust Simple Pay. LiquidTrust Simple Pay is a set of services, features, and functionalities that enable Payors to make payments to Payees through the Service.

2. Payment Account. To use LiquidTrust Simple Pay as a Payor, you must associate one or more bank account(s) (individually and collectively, the “Payment Account”) with your Account. When you or a third party on your behalf enters Payment Account information for purposes of LiquidTrust Simple Pay, you represent and warrant:
(a) You and such third party (as applicable) have the authority to provide and disclose the Payment Account information to LiquidTrust;
(b) If you are using ACH debits or credits, you have the authority to, and hereby do, authorize the initiation of 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;
(c) If you are initiating wire transfers to or from the Payment Account, you have the authority to do so, and you acknowledge that such wire transfers will not be subject to the adjustments or reversals described in subsection (b) above to the extent they apply solely to ACH debit or credit entries, and that any corrections, cancellations or reversals will be governed by the terms of this Agreement and the applicable bank or wire transfer rules;
(d) You will yourself, or will cause the third party to, provide complete and accurate information to LiquidTrust 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
(e) Each payment that a Payor initiates through the Services complies with this Agreement and applicable law, rules and regulations.

3. Authorized Payors. By entitling a User to make payments using the Service through your Account, you represent and warrant to us that the User 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.

4. Payment Instructions.
4.1 When we receive a payment instruction through your Account, we will use commercially reasonable efforts to cause the payment to be made and delivered, subject to the terms of this Agreement, and you authorize us and/or our Partner Institution 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 submitted through your Account, to the fullest extent permitted by law, whether or not such instructions were authorized by you, except to the extent any unauthorized payment instructions resulted directly from LiquidTrust’s gross negligence or willful misconduct. Except to the extent limited or prohibited by applicable law, you will be solely responsible and liable for all losses, liabilities or payments (collectively, “Losses”) arising from or relating to (a) inaccurate or incomplete instructions or other errors; (b) any fraudulent, unlawful, or unauthorized access to or compromise of your systems; or (c) the theft, loss, compromise, or unauthorized use of your Account, unless (i) you have notified us promptly of the suspected theft, loss, compromise or unauthorized use, (ii) we have had a reasonable opportunity to act on that notice, and (iii) we, in our sole discretion, have successfully prevented, stopped, or reversed such Losses; provided, however, you will not be liable under subsections (a), (b) or (c) to the extent the relevant Losses were caused by LiquidTrust’s gross negligence or willful misconduct. Upon receipt of timely notice of an unauthorized or erroneous payment, we may, in our sole discretion, use commercially reasonable efforts to attempt to reverse and recover any such payment on your behalf, but we will have no responsibility, obligation, or liability for the success of any such reversal or recovery attempts. ​

5. Rights We Reserve.
5.1 We reserve the right to limit, cap or refuse to make any payment transaction requested or initiated through LiquidTrust Simple Pay without any liability therefor in the event: (a) your Account is not in good standing or you’re in breach of this Agreement; (b) we reasonably believe our actions are required in order for us to comply with applicable law; (c) our Payment Processor refuses to or is unable to make the payment; (d) we are required to take such actions in accordance with our Payment Processor Anti-Money Laundering or Know Your Customer requirements; (e) the payment may subject us to liability; or (f) we are prevented from doing so for reasons beyond our reasonable control.
5.2 In the event that we suspend or cancel a payment made from your Payment Account, you authorize us and we agree to credit your Payment Account the amount of any electronic ACH debit(s) received by us to fund the payment, 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 Payee within a commercially reasonable amount of time, as determined by us in our sole discretion. If we expire, void or cancel any payment made from your Payment Account, (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. Payee Payment. If a Payor chooses to associate with, connect with, or pay a Payee, you acknowledge and agree that the Payor is solely responsible for selecting and paying the correct Payee. We have no liability or responsibility if the Payor selects or pays an incorrect Payee.

7. Payment Instruction Authorizations. When you create or associate a Payee with your Account, you authorize us and our Partner Institutions to follow the payment instructions that we receive through your Account to pay that Payee. We have no liability or responsibility if the Payor issues incorrect payment instructions.

8. Payment Method. To use LiquidTrust Simple Pay, for each payment transaction, the Payor must choose an active and valid Payment Method to pay the Payee. Available Payment Methods may include, without limitation, electronic ACH payment or credit/debit card payment. The Payment Method selected may be subject to additional terms. We reserve the right in our sole discretion to change or limit the Payment Method options available to any Payor or Payee, provided there will at all times remain at least one (1) available Payment Method.

9. Payment Processing Dates. Payment transactions made through LiquidTrust Simple Pay require sufficient time for us to debit or otherwise initiate payment from the Payor’s Payment Account and for the Payee to receive payment. The Payor is solely responsible for scheduling payments and selecting an available date on which we can process the payment from the Payor’s Payment Account (the “Process Date”) to fund each transaction. When making a payment via ACH debit, the Payor may have the option to select a future Process Date. 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 Payee will be made within any specific time frame and we have no liability or responsibility if a payment scheduled through LiquidTrust Simple Pay is not made to a Payee on or before any specific date except to the extent any such delay in payment is due to the gross negligence or willful misconduct of LiquidTrust. The Payor has sole responsibility for ensuring that payment to a Payee is made as required by agreement, law, or otherwise. Except as otherwise agreed or required by law, we will not be liable, and the Payor 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 gross negligence or willful misconduct of LiquidTrust.

11. Payment Cancellation. When a Payor authorizes a payment to be made to a Payee through LiquidTrust Simple Pay, such authorization shall remain in effect for thirty (30) days or until the payment Process Date, 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 canceled by the Payor by making a cancellation request via email to support@liquidtrust.io. Payments that are scheduled to be processed immediately or have a Process Date that is less than two (2) business days in the future cannot be canceled; however, the Payor 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 Payor 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 the Payor acknowledges and agrees 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 Payee’s account. The Payor agrees that we will not have any liability for failing to stop or void a payment under a Void Payment Request. A Void Payment Request may be subject to a fee, which fee will be disclosed to the Payor upon receipt of the Void Payment Request.

13. Returned Transactions. The Payor is solely responsible for the accuracy of the payment information and the payment instructions provided to us. If a payment is refused, returned or canceled, we will void the payment, unless we in our sole discretion agree to take other action on the payment such as reissuing the payment. If we void the payment, the Payor authorizes us and we agree to credit the amount of the payment to the Payor’s Payment Account, less any Service Fees or other amounts owed by the Payor to us in connection with this Agreement.

14. Receiving Account. To receive payments from a Payor, the Payee must associate one or more bank account(s) (individually and collectively, the "Receiving Account") with its Account. When the Payee or a third party on its behalf enters Receiving Account information, the Payee represents and warrants:
(a) The Payee and such third party (as applicable) have the authority to provide and disclose the Receiving Account information to LiquidTrust;
(b) The Payee has the authority to, and hereby does, 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;
(c) The Payee will itself, or will cause the third party to, provide complete and accurate information to LiquidTrust about its Receiving Account, including, but not limited to, information on the ownership (including beneficial ownership) of the Receiving Account, and will notify us promptly if the Receiving Account information or ownership changes; and
(d) Each payment that the Payee requests from a Payor through the Services is accurate and complies with this Agreement and applicable law, rules and regulations.

15. International Payments.
15.1 LiquidTrust Simple Pay allows certain payments to be made to Payees in certain countries outside the United States (the “International Payments Service”).
15.2 Payors may use the International Payments Service to make payments (“International Payments”) to Payees located in certain approved foreign countries. We reserve the right, in our sole discretion, to determine, modify, or restrict the list of eligible countries and supported currencies for International Payments at any time without prior notice.
15.3 Making International Payments
(a) Payment Processing Dates. The Payor understands and agrees that, for certain International Payments, the Payor may not be able to select or schedule a future Process Date. International Payments may also require additional processing time due to the multiple intermediaries and cross-border paths involved. Furthermore, third parties, including intermediary banks or the Payee’s bank, may deduct fees or charges from the payment amount and LiquidTrust is not responsible for any such deductions, fees or charges. The Payor has sole responsibility for ensuring that payment to its Payee is made as required by agreement, law or otherwise, taking into account any such processing delays or deductions.
(b) Currency Conversion Rates. Payees may elect to receive payment in a currency other than USD. If available, the applicable currency conversion rate will be displayed to the Payee prior to payout initiation.
(c) Payment Processors. The Payor understands and agrees that we may use one or more Payment Processors to process or execute International Payments, convert currency, and/or transmit and distribute funds to Payees outside the United States.
​ (d) Applicable Rules. The Payor understands and agrees that International Payments may be governed by rules of payment networks used to process such payments and OFAC regulations and other applicable U.S. federal and state law, and may be subject to the laws of jurisdictions outside the United States, including the jurisdictions where the Payees 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, and the costs associated with such International Payments.
​ (e) Void Payment Requests. The Payor acknowledges and agrees that although it may request that we stop or void an International Payment after the payment has begun to process, there’s no guarantee that such request will be successful or that we will be able to stop or void the International Payment.
​ (f) Business Payments Only. As with the Services for domestic payments, our International Payments Service may be used solely for commercial transactions involving the exchange of goods and/or services. You represent and warrant that all Users initiating payments through your Account will use the International Payments Service solely for such purposes.
(e) Off Platform Payment Origination. We may make available the ability to originate a payment off platform, in which case the payment will be made to the relevant Account or Custodial Account not by means of the Services but using wire transfer or other similar means.

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 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, LiquidTrust acts as a Third-Party Service Provider, processing entries on behalf of our users, who are the originators of such transactions.
16.2 For purposes of ACH debits and credits made or received through the Services:
(a) you understand and agree that payments processed through the Services are funded by an electronic withdrawal (an “ACH debit”) processed for us through the ACH Network from the Payor’s Payment Account;
(b) as a Payor, you authorize us to initiate and process ACH debits and credits in accordance with your payment instructions and as provided under this Agreement; and
(c) you 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 Payor uses LiquidTrust Simple Pay to pay a Payee through its Account, the Payor is responsible for the payment amount and authorizes us to fund the payment by initiating an ACH debit from its Payment Account in the full amount requested. If the ACH debit is rejected or returned by the Payor’s financial institution for any reason, THE PAYOR UNDERSTANDS AND AGREES THAT IT CONTINUES TO BE RESPONSIBLE FOR FUNDING THE PAYMENT AMOUNT AND AGREES TO PAY THE AMOUNT OF THE REJECTED OR RETURNED DEBIT DIRECTLY TO US WITHIN 5 BUSINESS DAYS. The Payor also agrees that we may resubmit a rejected or returned ACH debit to the Payor’s Payment Account, at our sole discretion.
The Payor is responsible for all penalties, interest, late fees, service charges, and other costs resulting from the rejected or returned ACH debit. The Payor represents and warrants that its Payment Account is enabled for ACH debits, and agrees to reimburse us for all penalties and fees incurred if the Payment Account is not properly configured for ACH debits.
If an ACH debit is rejected or returned by the Payor’s financial institution for any reason, we may suspend payments from or terminate the Payor’s Account, in our sole discretion, and will use commercially reasonable efforts to provide advance notice to you, subject to any restrictions imposed by law enforcement or applicable law.
(b) Returns and Maintaining Sufficient Funds. The Payor understands and agrees when using the Service 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. The Payor agrees at all times to maintain sufficient funds in its Payment Account to satisfy all obligations in connection with its Account and use of the Service, including returns, reversals, and associated fees, and to add funds immediately if we notify the Payor that its funds are insufficient.
(c) Ownership of Funds Collected for Payment. If we process an ACH debit from a Payor’s Payment Account to fund a payment before disbursing the associated funds to the designated Payee, the funds collected will be held in a master bank account owned and controlled by us, in our capacity as custodian on the Payor’s behalf and for its benefit. These funds may be commingled with other funds similarly collected and held by us solely for purposes of facilitating payments requested through the Service. Although the funds will be held in an account owned by us, the funds are held solely for such Payor’s benefit and are not our property. Such Payor retains full beneficial ownership of such funds and is the principal with respect to those funds. ​ We do not claim, and the Payor acknowledges that we do not have, any equitable or ownership interest in such funds.
16.4 ACH Payments and ACH Credits
(a) ACH Payments. When using LiquidTrust Simple Pay, if permitted by your Account and this Agreement, Payors may choose to pay Payees 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 Canceled Payments. If a payment requested or made through LiquidTrust Simple Pay is refused, returned or canceled, it will be handled in accordance with the terms of Section 13 of this Schedule 1.

Schedule 2
LIQUID PROTECTED PAY

All of the terms and conditions set forth in Schedule 1 apply equally to LiquidTrust Protected Pay. Accordingly, for purposes of this Schedule 2, all references in Schedule 1 to “LiquidTrust Simple Pay” will be deemed to also refer to LiquidTrust Protected Pay, unless expressly stated otherwise. In addition to those terms, the following supplemental provisions apply specifically to LiquidTrust Protected Pay:

1. A Payor or a Payee may initiate a LiquidTrust Protected Pay transaction using the Services. The party setting up the LiquidTrust Protected Pay transaction must specify the payment release conditions for release of the funds as part of the LiquidTrust Protected Pay transaction, and the payment release conditions must be agreed to by the other party to the transaction. LiquidTrust is not a party to the transaction between the Payor and Payee, and has no responsibility or liability with respect to the payment release conditions or satisfaction of the payment release conditions.

2. The flow of funds under a LiquidTrust Protected Pay transaction is as follows:
Once both the Payor and Payee agree to the conditions of the Protected Pay transaction through the LiquidTrust Platform, funds are transferred from from the Payor Payment Account to the LiquidTrust Protected Pay account;
Once the funds have been deposited in the LiquidTrust Protected Pay account, LiquidTrust issues a confirmation to both the Payor and Payee that the funds have been received;
After the Payee has rendered its services or supplied its goods, the Payee sends a notice to the Payor through the LiquidTrust Platform requesting approval for the release of the funds to the Payee;
The Payor has fourteen (14) days following the Payee’s request of funds release (the “Acceptance Period”) during which the Payor may approve or dispute the Payee’s request;
Prior to the expiration of the Acceptance Period, the Payor will, through the LiquidTrust Platform, either confirm or dispute that the release conditions have been satisfied; and
If and when the Payor confirms during the Acceptance Period that the release conditions have been satisfied, LiquidTrust will transfer the funds from the LiquidTrust Protected Pay account to the Payee's Receiving Account. In the absence of such confirmation, the matter will be subject to resolution pursuant to Section 3 upon the request of Payor or Payee.

3. Dispute Resolution between a Payor and Payee.
3.1 In the event of any dispute, disagreement, or claim between the Payor and Payee arising out of or relating to LiquidTrust Protected Pay (each, a “Dispute”), including any issues concerning performance or non-performance, satisfaction of the payment release conditions, or the withholding or disbursement of funds held through the LiquidTrust Protected Pay service, the party initiating or asserting such Dispute (the “Disputing Party”) represents and warrants that it is doing so in good faith and that the Dispute is not frivolous. The Payor and Payee agree to consult and negotiate in good faith for a period of thirty (30) days following the Disputing Party’s written notice to the other party of such Dispute (the “Self-Resolution Period”) in an effort to reach a mutually agreeable resolution. Such Self-Resolution Period may be extended upon mutual agreement of the Payor and Payee.
3.2 If the Payor and Payee reach a resolution, they shall promptly notify LiquidTrust through the LiquidTrust Platform of the agreed-upon resolution.
3.3 If the Payor and Payee are unable to resolve the Dispute within the Self-Resolution Period, the Dispute will be submitted to binding arbitration in accordance with Section 17 (Arbitration) of this Agreement. The Payor or Payee shall initiate arbitration of the Dispute through the LiquidTrust Platform. LiquidTrust may also initiate arbitration between the Payor and Payee, but solely for the limited purpose of submitting the Dispute for resolution between those parties. Before doing so, LiquidTrust will inform both parties that the Dispute will be submitted to arbitration and will provide a period of seven (7) days for each party to either: (a) submit to LiquidTrust evidence and relevant documentation in support of their claim and pay their required share of the arbitration fees to LiquidTrust; or (b) agree with the other party to extend the Self-Resolution Period, in which event LiquidTrust will defer initiation of arbitration until expiration of the Self-Resolution Period (as extended), after which this same process will again apply.
3.4 If either the Payor or Payee, after having been given proper notice of the arbitration, fails to participate in the arbitration proceeding or pay its required share of arbitration fees, the arbitration may proceed and the Neutral may issue an award as described in Section 17.2. Such award shall be recognized and enforceable under the New York Convention.
3.5 LiquidTrust shall not be deemed a party to any arbitration between the Payor and Payee, shall have no responsibility for resolving the Dispute or determining the outcome, and shall incur no liability arising from the Dispute or its resolution.
3.6 Funds held in the LiquidTrust Protected Pay account at the commencement of arbitration will remain in place until one of the following occurs: (a) the Payor confirms that the payment release conditions have been satisfied; (b) the Payor and Payee jointly instruct LiquidTrust, via the Protected Pay service, to disburse the funds in accordance with a mutually agreed resolution; or (c) an award or final resolution is rendered through the dispute resolution process described in this Agreement, in which case LiquidTrust will comply with the terms of such award or final resolution.

4. Disclaimer of Agency and Responsibility
4.1 As part of the LiquidTrust Protected Pay Service, LiquidTrust provides a technology platform that facilitates payment and identity verification for the benefit of both the Payor and the Payee. Except as expressly set forth in Section 2.4 of the Terms of Service, LiquidTrust is not acting as an escrow agent, fiduciary, or agent for either party, and is not a party to the transaction between the Payor and Payee.
4.2 LiquidTrust has no obligation or liability with respect to any agreement, understanding, or arrangement between the Payor and Payee. LiquidTrust makes no representations or warranties regarding the sufficiency, accuracy, validity, genuineness, or enforceability of any such agreement or related documents. Further, LiquidTrust assumes no responsibility for verifying the form, execution, or content of any such documents, nor for confirming the identity, authority, capacity, or legal rights of any individual executing or purporting to execute them.