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Terms of Use

THIS IS A BINDING LEGAL AGREEMENT - PLEASE READ IT CAREFULLY BEFORE USING THIS PLATFORM OR OUR SERVICES 

 

Last Updated: March 29, 2022 

 

1. Introduction 

 

1.1 Liquid Marketplace Inc. and its wholly-owned subsidiaries1(collectively, “Liquid Marketplace”, “we”, “us” and “our”) provides a website, mobile application or other digital platform (each, a “Platform”) that allows users to purchase, collect, showcase and sell fractional ownership interests in rare collectibles (“Collectibles”). We are making the Platform available to you subject to these Terms of Use (the “Terms”), which incorporate by reference our Privacy Policy, the Listing Agreement if you are a Collector (as defined below), the Custody Agreement (as defined below) and any other terms and conditions incorporated by reference. 

 

1.2 The Terms constitute a legal agreement between Liquid Marketplace and users of or visitors to the Platform including without limitation, owners of Collectibles listed for sale on the Platform (“Collectors”), potential or actual purchasers of Collectibles, and visitors exploring the Platform (each a “user” or “you”). By accessing the Platform, whether via a computer, mobile device or otherwise, you agree that you have read, understand and accept these Terms. Please read these Terms carefully as they contain very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. (Not applicable to Quebec residents) The Terms also include mandatory arbitration and class action waiver provisions in Section 13, to the greatest extent permitted by applicable law. 

 

1.3 By using the Platform, you affirm that you are at least the age of majority in your jurisdiction of residence and have the legal capacity to enter into these Terms, and you accept and are bound by these Terms and agree that your personal information will be dealt with in accordance with our Privacy Policy. You affirm that if you are using our Platform on behalf of an organization or company, you have the legal authority to bind any such organization or company to these Terms, in which case the terms “you”, “user” or “your” shall refer to such entity. If you do not have such authority, you must not use the Platform on behalf of such entity. 

 

1.4 You may not use the Platform if you: (i) do not agree to these Terms; (ii) are not of the age of majority in your jurisdiction of residence; or (iii) are prohibited from accessing or using the Platform or any of the Platform’s contents, products or services by these Terms or applicable law. 

 

1.5 Any purchase or sale you make, accept or facilitate outside of this Platform of a Token (as defined below) will be entirely at your risk. We do not control or endorse purchases or sales of Tokens outside of our Platform. We expressly deny any obligation to indemnify 

1 Liquid Marketplace Custody Inc., Liquid Marketplace Assets Inc., Liquid Marketplace Technology Inc., Liquid Marketplace Platforms Inc., and Liquid Marketplace Services Inc.

you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in Tokens outside of our Platform. 

 

2. Changes to Terms of Use and Platform 

 

2.1 These Terms apply to the Platform, including any updates or supplements. We may change or revise any aspect of these Terms or the Platform from time to time in our sole discretion, by posting the revised Terms on the Platform or electronically sending you the revised Terms. You are bound by any revisions to the Terms and should periodically visit this page to review the then-current Terms. Your access and use of the Platform will be subject to the most current version of the Terms, as indicated by the “Last Updated” date at the top of this page. Your use of the Platform after such revised Terms are made available will signify your acceptance of such revised Terms and your agreement to be bound by them. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Platform and close your Account. 

 

2.2 We are constantly innovating the Platform to help provide the best possible experience. You acknowledge and agree that the form and nature of the Platform, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the Platform at any time without notice. We may, at any time, and without notice or liability, change, suspend, discontinue or even terminate any aspect, or the availability, of any feature of this Platform or impose limits on certain of its features, including restricting your access to all or parts of the Platform. You agree that we shall not be liable to you or any third party for any modification or termination of the Platform or your Account, or suspension or termination of your access to the Platform or your Account, except to the extent otherwise expressly set forth herein. 

 

3. Account Registration 

 

3.1 Access 

To access the Platform you must have the necessary equipment (such as a smartphone or computer) as well as access to the Internet. To most easily access the Platform, you should first install a web browser (such as the Google Chrome web browser). Access to the Platform may become degraded or unavailable during times of significant volatility or volume. Although we strive to provide you with excellent service, we do not represent that the Platform will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded or remain open. You agree that Liquid Marketplace is not liable for any losses you may incur as a result of or associated with any transaction delays or unavailability. 

 

3.2 Account Registration 

In order to use certain features of the Platform, you will need to create an account on the Platform (an “Account”). By creating an Account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update your Account information as necessary. We reserve the right to reclaim usernames at our sole and unfettered discretion without any liability to you. By creating an Account and using the Platform, you acknowledge and agree that your right to use the Account is personal to you and is not transferable by you to any other person or entity. All personal information associated with your Account or your use of the Platform is collected, used and disclosed in accordance with our Privacy Policy. 

 

3.3 Account Security 

You are solely responsible for the security of your Account and any passwords for your Account. If you suspect or become aware of any unauthorized use of your password or Account, you agree to notify us immediately at support@liquidmarketplace.io. You must take any steps that we reasonably require you to take to reduce, manage or report such unauthorized use. Failure to provide prompt notification of any unauthorized use may be taken into account in our determination of the appropriate resolution of the matter. 

 

3.4 Minors 

The Platform is not intended for those under the age of majority in their jurisdiction of residence (i.e., minors). If you are a minor, you may not use the Platform. We do not knowingly collect information from or direct any of our content specifically to minors. If we learn or have reason to suspect that you are a minor, we will unfortunately have to close your Account. 

 

4. Account Funding and Management 

 

4.1 External Accounts 

In order to transact on the Platform, you must first load either legal tender, such as U.S. or Canadian dollars (“Legal Tender”) or digital assets, such as Ether or Bitcoin (“Digital Asset” and, together with Legal Tender, “Funds”) to your Account. Funds may be deposited in your Account from a financial account that you beneficially own, including certain accepted credit cards (“Financial Account”) or a Digital Asset address or account that you own, control or operate (“Digital Asset Account” and, together with Financial Account, “External Account”). Liquid Marketplace may identify from time to time the External Accounts from which Funds will be accepted. In no event will Liquid Marketplace be responsible for, and Liquid Marketplace makes no guarantee regarding, the performance of any External Account. You may be required to verify that you control the External Account that you use to load Funds to your Account. You may be charged fees by the provider of your External Account. Liquid Marketplace is not responsible for any such fees or for the management of security of any External Account. You are solely responsible for your use of any External Account and you agree to comply with all terms and conditions applicable to any External Account. 

 

4.2 Account Funding 

You can use the Funds in your Account to purchase, store, and sell the tokens that represent fractional interests of collectibles on the Platform (“Token” or “Tokens”). At no time will Liquid Marketplace be the owner of any Funds or Tokens in your Account, and you acknowledge and agree that Liquid Marketplace is not holding your Funds or Tokens, whether as your trustee or otherwise, and is not acting as your broker, intermediary, agent, trustee, advisor, or in any fiduciary capacit. You agree and understand that Liquid Marketplace does not own any of the Tokens, transactions, or other details related to your Account, and that Liquid Marketplace’s role is only as a facilitator to send withdrawal and transfer instructions on your behalf in connection with your trading activities on the Platform. 

 

4.3 User Authorizations 

You hereby authorize Liquid Marketplace, its third party service providers, and their respective employees and agents, in relation to your Account and use of the Platform, to, among other things: 

 

(a) access and view the balances and all other Transaction information (including Transaction history) relating to your Account for the purpose of reconciliation and computation of amounts due to or from you arising from Transactions; 

 

(b) transfer of Funds to/from your Account; 

 

(c) effect credit and debit of your Account balance in relation to Transactions that have been executed on the Platform or for Fees and charges arising from Transactions conducted through the Platform, or in relation to Transactions which have been reversed pursuant to these Terms; 

 

(d) freeze further credit or debit to or from your Account due to your breach of these Terms or breach of applicable law, or if there is a suspicion of money laundering/terrorism financing, or if there are breaches of anti-money laundering/countering the financing of terrorism policies and procedures; and 

 

(e) use any of your data or information obtained through your use of the Platform for purposes of effecting Transactions on the Platform or otherwise and/or share any of your data or information for purposes of operating and maintaining your Account. 

 

The foregoing authorizations may only be revoked upon closure of your Account in accordance with these Terms. Should you attempt to revoke any of these authorizations prior to the closure of your Account, then you will not be entitled to continue using the Platform, and we may immediately terminate and/or cancel your Account. 

 

4.4 Withdrawals from your Account 

You may initiate a transfer of Funds from your Account to an External Account from time to time by submitting the relevant instruction through the Platform in accordance 

with the instructions on the Platform (or such other method that Liquid Marketplace may prescribe), and confirming your instruction (through the method that Liquid Marketplace may prescribe) to withdraw such Funds. You agree and acknowledge that any request for a withdrawal of Funds will only be effected after such time as Liquid Marketplace and/or the relevant third party service provider(s) may require to conduct the necessary verification and reconciliation procedures and we reserve the right to refuse a withdrawal initiated within 72 hours of a deposit of Funds and to suspend an Account where we have reasonable grounds to believe that such withdrawal or other account activity is not in compliance with applicable law or regulation or would otherwise cause Liquid Marketplace to fail to comply with applicable law or regulation. Under no circumstances shall any of (a) Liquid Marketplace, (b) its third party service providers, or (c) the officers, directors, employees, representatives, agents, suppliers and service providers of the foregoing be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity, arising from any delay or refusal in effecting a withdrawal or for an Account suspension. 

 

5. Transactions on the Platform 

 

5.1 Transacting on the Platform 

The Platform allows (or in the future may allow) you to purchase, collect and showcase Tokens representing a fractional interest in an underlying Collectible. Each Token is created as an ERC-20 Token on the Ethereum blockchain, stored in a digital wallet maintained by a third-party service provider, and recorded on the Platform. When you transact on the Platform, we facilitate your requested transaction between you and one or more other Platform users. Transactions that take place on the Platform are managed and confirmed by a third party service provider. When you execute a purchase of Tokens (a “Purchase”), you do so using funds in your Account. We may choose not to process transactions where Funds have not yet settled to your Account. When you execute a sale of Tokens (a “Sale” or “Sell” and, together with a Purchase, a “Transaction”), Sale proceeds, net of certain Fees (as defined below), are deposited into your Account. All Transactions take place between users of the Platform. Liquid Marketplace is acting in the capacity of a service provider facilitating such Transactions and is not a party to any Transaction. All Transactions on the Platform are executed automatically based on your order instructions. You are solely responsible for determining whether any Purchase, collecting strategy, or related Transaction is appropriate for you. You should consult your legal or tax professional regarding your specific situation. We may provide informational resources about Collectibles. You agree that such informational resources shall not constitute legal, tax, financial or collecting advice of any sort, and you will not treat it as such. 

 

5.2 Purchasing Tokens 

You can Purchase Tokens in two ways: (a) by buying Tokens during the initial tokenization of a Collectible on the Platform (the “Initial Drop”); or (b) by buying Tokens from other users in the Platform’s marketplace (the “Marketplace”) once the Initial Drop has sold out. Typically, each Token will be valued at US$0.10 as part of the Initial Drop. For the purposes of illustration only, legal ownership of a US$1,000,000 Collectible will be represented by 10,000,000 Tokens pursuant to the listing agreement entered into between us and the original owner of the Collectible (the “Listing Agreement”). The Collectible will then be listed for Sale as an Initial Drop on the Platform, which will allow users to purchase Tokens. Once all the Tokens available in an Initial Drop have been sold, the Tokens may be made available on the Platform for users to buy and sell in real-time. Before you Purchase a Token, we will provide you with the following information: (i) the Collectible being represented by such Token, (ii) the number of Tokens being made available for Sale in connection with such Collectible, and (iii) whether any limitations will be imposed on the number of Tokens each user will be entitled to Purchase. We reserve the right to change the prices of each Token at any time or from time to time at our sole and absolute discretion, and to limit the number of Tokens each user is entitled to Purchase. We strongly encourage you not to Purchase Tokens other than as part of an Initial Drop or on the Platform. If you decide to Purchase or Sell Tokens in any other way, you understand that such Transactions will be entirely at your own risk. 

 

5.3 Reversals and Cancellations 

You cannot cancel, reverse or change any Transaction that is complete. If your payment is not successful, if your Account has insufficient funds, or if you reverse a payment made of Funds to your Account, you authorize (a) Liquid Marketplace to cancel the Transaction, and (b) the applicable service provider to debit your other payment methods, including your Account balances or other linked accounts, in any amount necessary to complete the Transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds, or similar fees charged by your payment provider with respect to any External Account or otherwise. We reserve the right to refuse to process, or to cancel or reverse, any Transaction, even after funds have been debited from your Account, if we suspect the Transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if we reasonably suspect that the Transaction is erroneous; or if Liquid Marketplace suspects the Transaction relates to a Prohibited Use as set forth below, In such instances, Liquid Marketplace may reverse the Transaction and we are under no obligation to allow you to reinstate a Purchase or Sale order at the same price or on the same terms as the cancelled Transaction. 

 

5.4 Financial Transactions on the Platform 

Any payments or Transactions that you engage in on the Platform may be conducted through payment processors that we expressly present to you and will be subject to the terms and conditions and privacy policies of such third-party payment processor. You should familiarize yourself with those documents. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or Transactions that you engage in on the Platform, or any other payment or Transactions that you conduct through the third-party service providers. We do not provide refunds for any Purchases that you might take on or through the Platform, whether for Tokens or otherwise. 

All Transactions that occur on the Platform are denominated in U.S. dollars. If you fund your Account with any other Funds, such Funds will be automatically converted to U.S. dollars using a third-party service provider. In the event any Funds are converted into U.S. dollars, the applicable rates will be determined with reference to a base exchange rate with an additional transactional fee, which fee will be applied and retained by the third-party service provider before the converted funds are added to your Account. Any conversion from Funds to U.S. dollars is solely to facilitate transactions on the Platform. In no event will you be able to use the Platform to purchase or trade in digital or fiat currencies. 

 

5.5 Risk of Loss 

You understand and acknowledge the following regarding the Tokens and Transactions: 

 

(a) the value of Tokens can go up or down, and there is substantial risk that you could lose money trading or holding Tokens; 

 

(b) the price and liquidity of Tokens may be subject to large and sudden fluctuations; 

 

(c) legislative and regulatory changes or actions at the provincial, territory, state, federal or international level may adversely affect the use, transfer, exchange and value of Tokens; 

 

(d) Transactions may be irreversible and losses due to fraudulent or accidental Transactions may not be recoverable; and 

 

(e) some Transactions may be deemed to be made when recorded on a public ledger, rather than the time at which you initiate the Transaction. 

 

5.6 Residency 

By using the Platform, you represent that you are not a resident of a jurisdiction that is subject to sanctions maintained by the government of your respective jurisdiction, or any other jurisdiction where access to the Platform is illegal or otherwise prohibited, including those countries listed on the Government of Canada’s Consolidated Canadian Autonomous Sanctions List or any list maintained by the U.S. Office of Foreign Assets Control. You acknowledge that you are aware of the rules of your jurisdiction and will not use the Platform if such use is prohibited or otherwise violates the laws of your state, province, territory, country, or other jurisdiction, and that you are responsible for determining compliance with all applicable local laws in your jurisdiction. We reserve the right to suspend or terminate your access to the Platform without prior notice if we determine, in our judgment, that you reside in a jurisdiction that prohibits the use of the Platform. 

 

6. Fees and Taxes 

 

6.1 Responsibility for Fees 

You will be required to pay a fee for each Transaction you initiate on the Platform, and each time you fund or withdraw cash from your Account (each a “Fee”), as set out in the Fee Schedule, which may be amended from time to time at our sole discretion. By using the Platform, you agree to pay all applicable Fees. We will notify you of the pricing and Fees that will apply to your Transaction when you initiate the Transaction and in each receipt we issue to you. We may charge Fees to cover network fees associated with certain Transactions. You understand that the amount of such Fees will fluctuate based on network conditions and other factors beyond our control. We will calculate such Fees at our discretion and will notify you of the Fee at or before the time you authorize the Transaction. You may also incur third party fees, including from your External Account, arising from activities and transactions that you carry out on the Platform (collectively, “Third-Party Fees”). You understand and agree that you are solely responsible for the payment of any such Third-Party Fees, and that they are not included in the Fee Schedule. 

 

6.2 Responsibility for Taxes 

You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your use of the Platform, or any revenues accrued to you through the Platform or from Transactions made off the Platform. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, provincial, territory, state, local or other taxes and assessments of any jurisdiction, including value-added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, provincial, territory, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including Fees) made to us pursuant to these Terms. 

 

6.3 It is your sole responsibility to determine what, if any, taxes apply to any Transactions you conduct using the Platform, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your Transaction history is available through your Account. 

 

7. Ownership of Tokens and Collectibles 

 

7.1 Ownership of Token 

For the purposes of this section, “own” and “ownership” mean, with respect to a Token, a Token that you have Purchased or otherwise rightfully acquired from a legitimate source (and not through any of the Category B Prohibited Activities (as defined below)), where proof of such Purchase is recorded on the relevant blockchain. Because each Token is a Token on the Ethereum blockchain, when you Purchase a Token in accordance with these Terms (and not through any of the Category B Prohibited Activities), you own the Token completely. This means that you have the exclusive right to swap your Token, Sell it or give it away. You acknowledge and agree that such exclusive right is subject to your maintaining the security of your Account as required pursuant to these Terms. Ownership of each Token on the Platform is mediated entirely by a third party service provider and the Ethereum blockchain. Notwithstanding the foregoing, Liquid Marketplace maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, or terminate your Account and funds which are flagged or investigated by legal mandate. Your ownership of Tokens will only be recognized by us if you have Purchased or otherwise rightfully acquired such Tokens from a legitimate source and not through any of the Category B Prohibited Activities (as defined below). 

 

7.2 Ownership of Collectible 

In order to list a Collectible for sale on the Platform, the Collector (i.e. the owner of the Collectible) must enter into a Listing Agreement with Liquid Marketplace. Pursuant to the Listing Agreement, the Collector will convey all right, title and interest in and to the Collectible to the holders of the Tokens (“Tokenholders”) representing such Collectible. The Collectible will be held in a secure third party vault in the name of a wholly-owned subsidiary of Liquid Marketplace (the “Custodian”) pursuant to a Custody Agreement entered into between the Collector and the Custodian. By agreeing to these Terms, each user agrees that upon purchase of a Token representing a proprietary interest in a particular Collectible, the user shall be deemed to have entered into the respective Custody Agreement for that Collectible as a “Tokenholder”. 

 

Pursuant to the Custody Agreement, neither the Collector nor an individual Tokenholder will have the right to take possession of the Collectible or direct the Custodian in any manner whatsoever, unless an individual acquires sole ownership of the Tokens associated with a Collectible, whether through a Buyout (as defined below) or otherwise. The Collectible will only be released by the Custodian upon tender of 100% of the Tokens representing sole ownership in such Collectible (i.e., sole title, interest and right to possession of the Collectible). Once an individual owns 100% of the Tokens associated with a Collectible on the Platform, that user may be given the option to take possession of the Collectible using the Platform. If the user chooses to take possession of the Collectible, we may charge additional fees in connection with taking possession, including processing and network fees, and will coordinate with the user directly to address the process for retrieval of the Collectible. 

 

7.3 Buyouts 

We may allow users to Purchase all of the Tokens associated with a certain Collectible without the other Tokenholders associated with that Collectible executing a Sale (a “Buyout”). A Buyout can only be exercised by a user who first acquires the minimum number of Tokens associated with a Collectible that Liquid Marketplace may establish from time to time (the “Buyout Threshold”). The Sale price under any such Buyout will include a premium over the Market Price of the Tokens associated with such Collectible (the “Buyout Premium”), with payment of the Sale price being made pro rata to Tokenholders being purchased in the Buyout. Additional fees may apply to Buyout Transactions. 

 

Once your ownership of Tokens associated with a Collectible meets or exceeds the Buyout Threshold, you may request a Buyout through the Platform (“Buyout Offer”). In order for the Buyout to be accepted, 80% of the Tokens associated with that Collectible (including the Tokens owned by you) must be voted in favour of the Buyout Offer within a 72-hour period. In the event that 80% or more of the Tokens associated with the Collectible vote in favour of the Buyout Offer, the remaining Tokens will automatically be tendered as part of the Buyout. As noted in Section 7.2 above, once you own 100% of the Tokens associated with a Collectible, you may request the repossession of such Collectible from the third-party custodian, subject to the payment of associated fees and costs. For the purposes of Buyouts, “Market Price” shall mean the higher of: (i) the twenty-four hour high price on the Platform, (ii) the 30-day volume-weighted average price on the Platform (“VWAP”), and (iii) the 90-day VWAP on the Platform. You understand and agree that, where enabled on the Platform in our sole discretion, Buyouts may allow your Tokens to be purchased from you by another user at the price determined by the Buyout Premium, and that such Buyouts may occur without you executing a Sale. 

7.4 Disposition of Collectibles 

 

We may periodically allow Tokenholders holding Tokens associated with a certain Collectible to vote on whether that Collectible should be sent to an auction to be sold (a “Auction Sale”). We may from time to time establish relationships with reputable collectible auction houses for the purposes of such Auction Sales (each, an “Auction House”).

 

In order for a Collectible to be sent to an Auction House and the Auction Sale to be effected, 80% of the Tokens associated with that Collectible (including the Tokens owned by you) must be voted in favour of the Auction Sale within a 72-hour period. In the event that 80% or more of the Tokens associated with the Collectible vote in favour of the Auction Sale, the remaining Tokens will automatically be tendered as part of the Auction Sale. You understand and agree that, where enabled on the Platform in our sole discretion, Auction Sales may allow your Tokens to be tendered and extinguished in exchange for your pro rata portion of the price achieved for the Collectible in connection with the Auction Sale less the reasonable applicable fees of such Auction House, and that such Auction Sale may occur without you executing a Sale or voting in favour of such Auction Sale. You further acknowledge and agree that the price realized for the Collectible as part of an Auction Sale may yield a price per Token that is at, above or below the price such Collectible’s Tokens are trading on the Platform.

 

8. Ownership of Platform IP 

 

8.1 We Own the Platform 

You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all elements of the Platform and all intellectual property rights associated therein (including, without limitation, all designs, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the “Platform Materials”). You acknowledge that the Platform Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Platform Materials are the copyrighted property of us or our licensors, and all trademarks, service marks, and trade names associated with the Platform or otherwise contained in the Platform Materials are proprietary to us or our licensors. 

 

8.2 Limited User License 

Except as expressly set forth herein, your use of the Platform does not grant you ownership of or any other rights with respect to any content, code, data or other Platform Materials that you may access on or through the Platform. We reserve all rights in and to the Platform Materials that are not expressly granted to you in these Terms. Subject to your adherence to these Terms, you are granted a non-exclusive, limited, non-transferable, freely revocable license to use the Platform for personal, non-commercial purposes only and as permitted by the features of the Platform. We may terminate this license at any time for any reason or no reason. You may not use this Platform for any other purpose without our prior written approval. Your unauthorized use of the Platform or the contents of this Platform may violate applicable laws and we reserve all rights to pursue any remedy we may choose. 

 

8.3 Further User Ownership Acknowledgements 

You understand and agree that: (a) your Purchase of a Token, whether on the Platform or otherwise, does not give you any rights or licenses in or to the Platform Materials, other than those expressly contained in these Terms; (b) you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialize any elements of the Platform Materials without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and (c) you will not apply for, register or otherwise use or attempt to use any of our trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion. 

 

8.4 User Feedback 

You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including without limitation about how to improve the Platform (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion, including without limitation, to improve the Platform or develop new products or services, and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis or otherwise). You hereby grant us a perpetual, royalty-free, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose and waive all moral rights in such Feedback in our favour. 

 

9. Conditions of Use and Prohibited Activities 

 

9.1 User Warranties 

You agree that you are responsible for your own conduct while accessing or using the Platform, and for any consequences thereof. You agree to use the Platform only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. Without limiting the foregoing, you warrant and agree that your use of the Platform will not (and will not allow any third party to): 

 

(a) in any manner: 

 

(i) involve the sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, pornographic or otherwise objectionable content; 

 

(ii) involve the distribution of any viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a harmful, disruptive, destructive or deceptive nature; 

 

(iii) involve the uploading, posting, transmitting or otherwise making available through the Platform any content that infringes the intellectual property rights of any party; 

 

(iv) involve using the Platform to violate the legal rights (such as rights of privacy and publicity) of others; 

 

(v) involve engaging in, promoting or encouraging illegal activity (including, without limitation, money laundering); 

 

(vi) involve accessing data not intended for you or logging into a server or account which you are not authorized to access; 

 

(vii) involve interfering with other users’ enjoyment of the Platform; 

 

(viii) involve exploiting the Platform for any unauthorized commercial purpose; 

 

(ix) involve modifying, adapting, translating or reverse engineering any portion of the Platform; 

 

(x) involve attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; 

 

(xi) involve engaging in “screen scraping,” “database scraping”; 

 

(xii) involve removing any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it; 

(xiii) involve reformatting or framing any portion of the Platform; 

 

(xiv) involve displaying any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights; 

 

(xv) involve using any spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about its users for any unauthorized purpose; 

 

(xvi) involve accessing or using the Platform for the purpose of creating a product or service that is competitive with any of our products or services; 

 

(xvii) involve abusing, harassing, or threatening another user of the Platform or any of our authorized representatives, customer service personnel, chat board moderates, or volunteers (including, without limitation, filing support tickets with false information, sending excessive e-mails or support tickets, obstructing our employees from doing their jobs, refusing to follow the instructions of our employees, or publicly disparaging us by implying favoritism by our employees or otherwise); or 

(xviii) involve using any abusive, defamatory, ethnically or racially offensive, harassing, harmful, hateful, obscene, offensive, sexually explicit, threatening or vulgar language when communicating with another user of the Platform or any of our authorized representatives 

(each, a “Category A Prohibited Activity ”); and/or 

 

(b) in any manner: 

 

(i) involve creating user accounts by automated means or under false or fraudulent pretenses; 

 

(ii) involve the impersonation of another person (via the use of an e-mail address or otherwise); 

 

(iii) involve using, employing, operating, or creating a computer program to simulate the human behavior of a user (“Bots”); 

 

(iv) involve using, employing or operating Bots or other similar forms of automation to engage in any activity or Transaction on the Platform (including, without limitation Purchases of Tokens as part of an Initial Drop or on the Marketplace); 

 

(v) involve Purchasing Tokens through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that you do not have the right to use, or Purchasing Tokens and then attempting to charge the cost back to your payment method while 13 still maintaining ownership or control of the Tokens or selling, gifting or trading the Tokens to someone else; 

 

(vi) involving the purchasing, selling or facilitating the purchase and sale of any user’s account(s) to other users or third parties for cash or cryptocurrency consideration outside of the Platform; or 

 

(vii) otherwise involve or result in the wrongful seizure or receipt of any Tokens or other digital assets 

(each, a “Category B Prohibited Activity” and, together with Category A Prohibited Activity, the “Prohibited Activities”). 

 

9.2 Effect of Your Breaches 

If you engage in any of the Prohibited Activities we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your Account and/or delete your Tokens from the Platform. If we delete your Tokens from the Platform, you will not receive a refund of any amounts you paid for those Tokens. Notwithstanding the foregoing, however, if we reasonably believe that you are engaged in any of the Category B Prohibited Activities, in addition to our right to immediately suspend or terminate your Account and/or delete your Tokens from the Platform, we also reserve the right, at our sole and absolute discretion, without any notice or liability to you, to take any or all of the following actions: (a) to deem any Transaction that took place on or as the result of such activities to be void ab initio; and/or (b) to immediately confiscate any Tokens that were purchased or acquired as the result of such activities. 

We will investigate all suspected Prohibited Activities and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in such activities. 

 

10. Suspension, Termination and Cancellation 

 

10.1 Termination by User 

You may cancel your Account at any time by withdrawing all balances from your Account and following the account termination procedures prescribed by us from time to time. You will not be charged for cancelling your Account, although you will be required to pay any outstanding amounts owed to us. You authorize us to cancel or suspend any pending Transactions at the time of cancellation. 

 

10.2 Termination by Us 

You acknowledge and agree that we may: (a) suspend, restrict or terminate your access to the Platform, and/or (b) deactivate or cancel your Account if: (i) we are so required by a facially valid subpoena, court order or binding order of a government authority; (ii) we reasonably suspect you of using your Account in connection with any of the Prohibited Activities; (iii) use of your Account is subject to any pending litigation, investigation or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; (iv) our service partners are unable to support your use; or (v) you take any action that we deem as circumventing our controls, including, but not limited to, opening multiple Accounts or abusing promotions which we may offer from time to time. You acknowledge that our decision to take certain actions, including limiting access to, suspending or closing your Account, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you. You waive and hold us and our subsidiaries, affiliates and our and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, and successors harmless from any and all claims resulting from any action taken by us and any of the foregoing parties relating to any investigations by either us or such parties or by law enforcement authorities. 

 

11. Indemnification 

 

11.1 If you have any dispute with one or more users of the Platform, you release Liquid Marketplace, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. To the fullest extent permitted by applicable law, you agree to indemnify and hold Liquid Marketplace, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from and against any claim, action or demand (including attorneys’ and accounting fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of these Terms, your use of the Platform, or your violation of any law, rule or regulation, or the rights of any third party. We shall provide notice to you promptly of any such claim, action or demand and may choose in our sole discretion to assist you, at your expense, in defending any such claim, action or demand. 

 

12. Dispute Resolution; Binding Arbitration 

 

(Not applicable to Quebec residents) To the full extent permitted by applicable law, you are agreeing to give up any rights to litigate claims in a court. Other rights that you would have if you went to court may also be unavailable or may be limited in arbitration. You hereby expressly give up your right to have a trial by jury, where applicable. To the fullest extent permitted by applicable law, you hereby expressly give up your right to participate as a member of a class of claimants in any lawsuit, but not limited to, class action lawsuits involving any such dispute. 

 

12.1 Binding Arbitration 

All disputes arising out of or in connection with this contract, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration under the International Commercial Arbitration Rules of Procedure of the Vancouver International Arbitration Centre, subject to the following: 

 

(a) the appointing authority shall be The ADR Institute of Ontario; 

 

(b) the case shall be administered by The ADR Institute of Ontario in accordance with its Rules; and 

 

(c) the place of arbitration shall be Toronto, Ontario, Canada. 

 

12.2 Arbitration Fees 

Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, we will pay them for you. 

 

12.3 Award Enforcement 

The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court. 

 

12.4 Our Equitable Remedies 

Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages. 

 

13. Disclaimers 

13.1 Subjectivity of Value 

You acknowledge and agree that the value of each Token is inherently subjective, in the same way the value of the Collectible is inherently subjective. Each Token has no inherent or intrinsic value. 

 

13.2 Open Source Protocols 

We do not own or control the Ethereum blockchain, including any smart contract and other network functionality by which Tokens may be stored or transmitted (the “Protocols”). Generally, the Protocols are open source, and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the Protocols, and we are not able to guarantee the functionality or security of the Protocols. In particular, the Protocols may be subject to sudden changes in operating rules (including forks). Any such operating changes may materially affect the availability, value, functionality, and/or the name of any Token stored in your Account. Liquid Marketplace does not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and consider publicly available information and information that may be provided by Liquid Marketplace in determining whether to continue to use the Platform. In the event of any such operational change, Liquid Marketplace reserves the right to take such steps as may be necessary to protect the security and safety of your Tokens, including temporarily suspending operations for the involved Token(s), and other necessary steps. Liquid Marketplace will use its best efforts to provide you with notice of its response to any material operating change; however, such changes are outside of our control and may occur without notice to us. Liquid Marketplace’s response to any material operating change is subject to its sole discretion and includes decided not to support any affected Protocol, fork, or other actions. 

 

13.3 Force Majeure 

Liquid Marketplace will not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions. 

 

13.4 No Warranties 

You expressly understand and agree that your access to and use of the Platform is at your sole risk, and that the platform is provided “as is” and “as available” without warranties of any kind, whether express or implied, to the fullest extent permissible pursuant to applicable law. We, our subsidiaries, affiliates, and licensors make no express warranties and hereby disclaim all implied warranties regarding the Platform and any part of it, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, correctness, accuracy, or reliability. Without limiting the generality of the foregoing, we, our subsidiaries, affiliates, and licensors do not represent or warrant to you that: (i) your access to or use of the Platform will meet your requirements; (ii) your access to our use of the Platform will be uninterrupted, timely, secure or free from error; (iii) usage data provided through the Platform will be accurate; (iv) the Platform or any content, services, or features made available on or through the Platform are free of viruses or other harmful components; or (v) that any data that you disclose when you use the Platform will be secure. Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so some or all of the above exclusions may not apply to you. 

 

You accept the inherent security risks of providing information and dealing online over the Internet, and agree that we have no liability or responsibility for any breach of security unless it is due to our gross negligence. We will not be responsible or liable to you for any losses you incur as the result of your use of the Platform, or your Account, including but not limited to any losses, damages or claims arising from: (i) user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions; (ii) server failure or data loss; (iii) corrupted wallet files; or (iv) unauthorized access or activities by third parties, including, but not limited to, the use of viruses, phishing, brute-forcing or other means of attack against the Platform, our service providers, or any electronic wallet.

 

We are not responsible for losses due to blockchains or any other features of the Platform, the Protocols, our service providers or any electronic wallet, including but not limited to late report by developers or representatives (or no report at all) of any issues with the Protocols, including forks, technical node issues, or any other issuers having fund losses as a result. 

 

14. Limitation of Liability 

14.1 You understand and agree that we, our parent, subsidiaries, affiliates and licensors will not be liable to you or to any third party for any indirect, incidental, special, consequential, or exemplary damages which you may incur, howsoever caused and under any theory of liability, including, without limitation, any loss of profits (whether incurred directly or indirectly), loss of goodwill or business reputation, loss of data, cost of procurement of substitute goods or services, diminution of value or any other intangible loss, even if we have been advised of the possibility of such damages. 

 

You agree that our total, aggregate liability to you for any and all claims arising out of or relating to these Terms or your access to or use of (or your inability to access or use) any portion of the Platform, whether in contract, tort, strict liability, or any other legal theory, is limited to the greater of the amounts you have actually and lawfully paid us under these Terms in the two (2) month period preceding the date the claim arose. Some jurisdictions do not allow the exclusion or limitation of liability, so the above limitation may not apply to you. (For Quebec residents only): The foregoing paragraph does not apply to damages that result from the acts of Liquid Marketplace. 

 

You acknowledge and agree that we have made the Platform available to you and entered into these Terms in reliance upon the representations and warranties, disclaimers and limitations of liability set forth herein, which reflect a reasonable and fair allocation of risk between us and you and form an essential basis of the bargain between us and you. We would not be able to provide the Platform to you without these limitations. 

 

15. Links To & From External Platforms 

15.1 The Platform may provide links or references to websites, resources or other platforms which may be operated by third parties (collectively, the “External Platforms”), which are provided solely as a convenience to our users. We have no control over any External Platforms. External Platforms are not governed by these Terms but by other policies that may differ from these Terms. In visiting any External Platforms, whether linked to this Platform or otherwise, you do so at your own risk and you assume all responsibility in that regard. We make no representations or warranties regarding, and do not endorse, any External Platform or any content on such platform. We encourage you to review the terms of use of each External Platform visited before using them. You acknowledge and agree that we are not responsible for the availability of any External Platforms, and that we do not endorse any advertising, products or other materials on or made available from or through any External Platforms. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Platforms, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Platforms. 

 

15.2 Liquid Marketplace prohibits third parties from producing materials which contain links to our Platform or framing of content contained within our Platform without our prior written consent, which consent may be withheld in our sole and absolute discretion. We reserve the right to disable any such unauthorized links or framing. We have no responsibility or liability for any material that may contain links to the Site. 

 

16. Additional Terms for Mobile Applications 

 

16.1 Parties & Third-Party Beneficiaries 

These Terms are between you and Liquid Marketplace only. Unless otherwise provided herein, these Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you. Where a mobile application version of the Site (“App”) is provided, Liquid Marketplace is solely responsible for such App, including all services provided via the App. 

If you download the App via the App Store or Google Play, Apple Inc. or Google, Inc., respectively, shall be a third-party beneficiary to these Terms and have the right to enforce these Terms against you as a third-party beneficiary. However, these third-party beneficiaries are not a party to these Terms. 

 

You acknowledge and agree that your access to the App using a third party application store shall also be subject to the usage terms set forth in the applicable third-party beneficiary’s terms of service. You will comply with all applicable restrictions, requirements and rules that govern applications downloaded through the application store through which you obtained the App, including without limitation the Apple App Store or Google Play. 

 

You acknowledge that the third-party beneficiaries have no obligation whatsoever to furnish any maintenance and support services with respect to the App. You further acknowledge and agree that to the extent you have any claim arising from or related to your use of the App, in no event will the third party beneficiaries be responsible for any claims relating to the App, including but not limited to (a) intellectual property claims; (b) product liability claims; or (c) any claims arising under consumer protection or similar legislation. 

 

16.2 Mobile Network 

When you access the App through a mobile network, your network or roaming provider's messaging, data and other rates and fees will apply and you will be responsible for all such charges. Downloading, installing or using the App may be prohibited or restricted by your network provider and the App may not work with your network provider or device. 

16.3 Software Updates 

We reserve the right to provide updates, new versions, and revisions, and make changes, corrections, and/or improvements (collectively “Updates”) to the App. By downloading, installing, starting or using the App, you agree to receive automatic software Updates, including any files that are automatically delivered to you by us (via online transmission, through a third party distributor, or otherwise) to patch, update, or otherwise modify the App. 

 
17. General 

17.1 Entire Agreement 

These Terms, the Privacy Policy, and, where applicable, the Listing Agreement and Custody Agreement and any terms and conditions incorporated by reference in these Terms comprise the entire understanding and agreement between you and Liquid Marketplace as to the subject matter hereof, and supersede any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these Terms) and every nature between and among you and Liquid Marketplace. 

 

17.2 Interpretation 

These Terms shall endure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The division of these Terms into paragraphs or other subdivisions and the insertion of headings are for ease of reference only and shall not govern the meaning or interpretation of any provision of these Terms. 

 

17.3 Relationship 

You acknowledge and agree that no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Terms or by your use of the Platform. 

 

17.4 No Waivers 

Our failure or delay to exercise or enforce any right or provision of these Terms will not constitute or be deemed a waiver of future exercise or enforcement of such right or provision. The waiver of any right or provision of these Terms will be effective only if in writing and signed for and on behalf of us by a duly authorized representative. 

17.5 Assignment 

Except as expressly provided in these Terms, you may not assign any rights and/or licenses granted under these Terms. We reserve the right to assign our rights without restriction, including without limitation to any Liquid Marketplace affiliates or subsidiaries, or to any successor in interest of any business associated with the Platform. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. 

 

17.6 Severability 

If any provision of these Terms is determined to be invalid or unenforceable under any rule, law, or regulation of any local, municipal, state, provincial, territorial, federal or foreign government agency or court of competent jurisdiction, such provision will be changed and interpreted to accomplish the objectives of the provision to the fullest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected. 

 

17.7 Survival 

All provisions of these Terms which by their nature extend beyond the expiration or termination of these Terms, including, without limitation, sections pertaining to suspension or termination, Account cancellation, debts owing to Liquid Marketplace, general use of the Platform, disputes with Liquid Marketplace, any indemnification obligations, and general provisions in this section shall survive the termination or expiration of these Terms. 

 

17.8 Governing Law 

(Not applicable to Quebec residents) All matters arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction). 

 

17.9 Venue 

(Not applicable to Quebec residents) Subject to Section 12 of these Terms, any legal action or proceeding arising under these Terms will be brought exclusively in the courts of the Province of Ontario located in Toronto, Ontario, and we and you irrevocably consent and attorn to the personal jurisdiction there. 

 

17.10 Notices 

We may provide you with any notices (including, without limitation, those regarding changes to these Terms) by email or other electronic communication or by postings on the Platform. By providing us with your email or other electronic address, you consent to our using electronic means to send you any notices. Electronic notices will be effective when we send the electronic communication, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email or other electronic address current. 

 

17.11 Contact Us 

If you have any questions or comments about these Terms or the Platform, please contact us at: info@liquidmarketplace.io. 

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1 .Liquid Marketplace Custody Inc., Liquid Marketplace Assets Inc., Liquid Marketplace Technology Inc., Liquid Marketplace Platforms Inc., and Liquid Marketplace Services Inc.