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Terms of Use

Terms of Use


 

 

Liquid Rarity Exchange, LLC (“Liquid Rarity Exchange”), a Puerto Rico limited liability company with its mailing address at 295 Palmas Inn Way, #104-399, Humacao, Puerto Rico 00791, owns and controls a family of intellectual properties, including patents, that cover, among other things, the creation, listing, trading, exhibition, and pooling of fractional interests in tangible, intangible, and digital asset rarities. Our website, www.liqrx.com, including any subdomain thereof (the “Platform”), was designed to help our users and the public at large view information regarding our Service, and to use information, content, messages, products, services, software and databases available via the Platform. 

 

By accessing the Site or using the services, website, applications and software provided through or in connection with the Site, including through a mobile device (the “Service”) in any manner, you become a Liquid Rarity Exchange user (“User”). You acknowledge that Liquid Rarity Exchange is not a broker-dealer, funding portal or investment adviser. LIQUID RARITY EXCHANGE DOES NOT PROVIDE INVESTMENT ADVICE OR MAKE RECOMMENDATIONS. 

 

  

Acceptance of Terms 

  

By accessing the Platform, you (the “User” or “you”) signify that you have read, understand and agree to be bound by these terms of use (“Terms”), regardless of whether you are a registered member of the Service. In addition to these Terms, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, “Users” means anyone who accesses and/or uses the Platform, as well as anyone who owns securities that were originally issued via the Platform. For any terms herein applicable to all Users, all investor members, or business and other entity Users specifically, or where the context otherwise requires, “Users” shall be deemed to include any business or other entity on behalf of which the Platform or Service is accessed by any other User, and “you” shall be deemed to include any such business or other entity and any person acting on behalf of any such business or other entity in connection with the use of the Platform or Service. 

 

In addition, other services offered through the Site may be subject to additional terms and conditions adopted by Liquid Rarity Exchange and/or contained in any agreement entered between you and Liquid Rarity Exchange. Your use of those services is subject to those additional Terms of Use and/or separate agreements, which are incorporated into these Terms of Use by this reference. We refer to all of these other agreements as the “Platform Agreements,” because rather than just governing your technical use of the Site, they set out the substantive terms that govern your relationship with us when you make use of our Site. 

  

These Terms of Use and Privacy Policy will continue to apply to you even after you have agreed to a Platform Agreement. However, if it turns out that there is a conflict between the Terms of Use and Privacy Policy and a Platform Agreement to which you have agreed, the Platform Agreement will take precedence. 

  

Restrictions on Data Collection/Termination 

 

Without our prior consent, you may not: 

  • use any automated means to access this Platform or collect any information from the Platform (including, without limitation, robots, spiders, scripts or other automatic devices or programs); 
  • frame the Platform, utilize framing techniques to enclose any Content or other proprietary information, place popup windows over this Platform’s pages, or otherwise affect the display of this Platform’s pages; engage in the practices of “screen scraping”,  
    “database scraping” or any other activity with the purpose of obtaining content or other information; or 
  • use this Platform in any manner that violates applicable law or that could damage, disable, overburden, or impair this Platform or interfere with any other party’s use and enjoyment of this Platform. 

 

We may terminate, disable or throttle your access to, or use of, this Platform and the Services for any reason, including without limitation, if we believe that you have violated or acted inconsistently with any portion of these Terms. 

 

Change or Termination 

  

We reserve the right, at our sole discretion and without prior notice, to modify or replace these Terms of Use, or change the Site, stop providing the Site, applications or services, or create usage limits for the Site, or change, improve or correct the information, materials and descriptions on the Site at any time for any reason. We may permanently or temporarily terminate or suspend your access to the Site without notice or liability, for any reason or for no reason, including if in our sole determination you violate any provision of these Terms of Use. You are solely responsible for checking the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes. Upon termination of these Terms of Use or your access to the Site for any reason or no reason, you will continue to be bound by these Terms of Use which, by their nature, should survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The information and materials on the Site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Liquid Rarity Exchange does not undertake any obligation or responsibility to update or amend any such information. You agree that Liquid Rarity Exchange and its subsidiaries and affiliates will not be liable to you or to any third party for any such modification, suspension or discontinuance. 

  

Eligibility for Use of the Services 

  

The Service is only available to individuals who are at least eighteen years old. You represent and warrant that if you are an individual, you are at least 18 years old, that you are fully able and competent to enter into the terms and conditions set forth in this and other agreements on the Site, and that all registration information you submit is truthful, accurate and complete. If you are accessing the Site and/or using the Services on behalf of an entity, such as your employer or a company you work for or control, you warrant and represent that you have the legal authority to bind that entity to these Terms of Use. 

  

You agree that your Profile will be self-directed and that you are solely responsible for all purchases, orders, investment decisions and instructions placed in your Profile. Although the Site may provide data, information or content provided by third parties or us relating to investment strategies and/or opportunities to buy and/or sell securities, you should not interpret any such content as tax, legal, financial, or investment advice by us or a recommendation by us to invest in any offering posted on the Site. Any decision to invest should be based solely on your own consideration and analysis of the risks involving a particular offering and is made at your own risk. You acknowledge and agree that you are solely responsible for determining the suitability of an investment or strategy and accept the risks associated with such decisions, which include the risk of losing the entire amount of your principal. Your use of the Site or the Services does not create a fiduciary relationship. You agree and acknowledge that you are responsible for conducting your own legal, accounting and other due diligence review of the investment opportunities posted on the Site. You are strongly advised to consult a licensed legal professional and investment advisor for any legal, tax, insurance, or investment advice as the Site does not provide any of the foregoing advice or recommendations. 

  

Proprietary Rights in Platform Content; Limited License 

 

All content on the Platform, including but not limited to designs, text, graphics, pictures, video, information (including, without limitation, data aggregated and compiled by us regarding same sale pairs, total returns and median annual returns of artists, artist markets and specific artworks), software, music, sound and other files, and their selection and arrangement (the “Platform Content”), are the proprietary property of Liquid Rarity Exchange with all rights reserved, except the copyright to certain images or videos appearing on the Platform may belong to third-parties and we are using such images as a fair and permissible use and/or with the consent of the copyright holder. No Platform Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Liquid Rarity Exchange’s prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Platform. Except for your own User Content, you may not republish Platform Content on any Internet, Intranet or Extranet Platform or incorporate the information in any other database or compilation, and any other use of the Platform Content is strictly prohibited. Any use of the Platform or the Platform Content other than as specifically authorized herein, without the prior written permission of Liquid Rarity Exchange, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause. 

 

Customer Identification Program 

  

To help the government fight money laundering activities and the funding of terrorism, federal law may require Liquid Rarity Exchange in certain instances to obtain, verify, and record information that identifies those with whom we transact securities business for offerings facilitated by Liquid Rarity Exchange Primary. For individuals, our firm may be required to collect at least the following information, which may change or be updated from time to time to comply with applicable laws: 

  • Name 
  • Date of Birth 
  • Address 
  • Identification number 

 

You may also need to show your driver’s license or other identifying documents. 

  

A corporation, partnership, trust or other legal entity may need to provide other information, such as its principal place of business, local office, employer identification number, certified articles of incorporation, government-issued business license, a partnership agreement, or a trust agreement, and a list of all persons and entities owning, directly or indirectly, 25 percent or more of such entity. 

  

User Conduct Guidelines 

  

You represent and warrant that all information that you provide to Liquid Rarity Exchange or through the Site is accurate, complete and truthful. Liquid Rarity Exchange and its affiliates and agents are entitled to rely upon the information you provide as true, accurate and complete without independent verification. We reserve the right to suspend or terminate your Profile if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. 

The Site permits Users to independently connect with Issuers and subscribe to securities offerings. However, you are expressly prohibited from doing the following acts: (a) using the Site, or any services and or tools, if you are temporarily, or indefinitely, suspended from using the Site, services or any tools; (b) collecting personal information about other Users; (c) interfering with other Users’ listings; or (d) posting false, inaccurate, misleading, defamatory, or libelous content on the Site. Liquid Rarity Exchange grants you a limited, revocable, non-exclusive, non-transferable license to view, copy and print content on the Site for personal, non-commercial purposes. Liquid Rarity Exchange grants the operators of public search engines a limited, non-exclusive, non-transferable license to copy materials from the Site for the purpose of creating publicly available, searchable indices of Site content. We reserve the right to terminate or limit your access to the Site and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other person or entity in any manner. 

You are prohibited from posting or transmitting any material on or through the Site that, in Liquid Rarity Exchange’s sole opinion, is or could be offensive, fraudulent, unlawful, threatening, disingenuous, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Liquid Rarity Exchange will fully cooperate with any law enforcement authorities or court order requesting or directing Liquid Rarity Exchange to disclose the identity of anyone posting any such information or materials on the Site. 

  

No Representations or Warranties 

  

To the extent permissible under law, Liquid Rarity Exchange assumes no liability or responsibility for any errors or omissions in the content of the Site. Liquid Rarity Exchange does not endorse or represent the completeness, reliability or accuracy of any content or information distributed through or accessed from the Site, and has not performed any investigation into such information. Liquid Rarity Exchange shall not be liable for any investment decisions made based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. Liquid Rarity Exchange is entitled to rely upon the information provided by its Users. You acknowledge and agree that Liquid Rarity Exchange does not provide any representation, warranty or assurance that offerings on the Site are made in accordance with state and/or federal securities law, including any exemption for the sale of unregistered securities and the prohibition against the general solicitation of unregistered securities. Each Issuer, and not the Site, is responsible for ensuring that any securities offering is made in accordance with state and federal law and regulations promulgated by the SEC, FINRA and the states. We make no representation or warranty regarding the legality or compliance of any offering. 

  

Digital Millennium Copyright Notice 

  

We respect the intellectual property of others, and we ask you to do the same. If you or any user of our Site believes its copyright rights have been infringed on our Site, the copyright’s owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include: 

  • A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party; 
  • Identification of the copyrights(s) claimed to have been infringed; 
  • Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted; 
  • Identification of the material that is claimed to be infringing the Complaining Party’s copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials; 
  • A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and 
  • A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed. 

  

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), Liquid Rarity Exchange’s Designated Agent for notice of claims of copyright infringement can be contacted at the addresses below. 

  

Designated Agent for Claimed Infringement 

Liquid Rarity Exchange 

Postal Address: 295 Palmas Inn Way, #104-399, Humacao, Puerto Rico 00791 

E-mail address:  info@liqrx.com 

  

You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA. 

  

Please note that this procedure is exclusively for notifying Liquid Rarity Exchange and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to info@liqrx.com. Liquid Rarity Exchange may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or infringement of other intellectual property rights. 

  

Intellectual Property 

  

All content and images on the Site are either the property of, or used with permission by Liquid Rarity Exchange. The use of the content or images by you, or anyone authorized by you, is prohibited unless specifically permitted by these Terms of Use or provided elsewhere on the Site. By providing content on the Site, you grant us a royalty-free, non-exclusive, worldwide license, under your intellectual property rights, to copy, reformat, index, modify, display, distribute and put to commercial and other uses the Site. No compensation will be paid with respect to our use such content. Liquid Rarity Exchange neither represents nor warrants that your use of materials displayed on the Site will not infringe rights of third parties not owned or affiliated with Liquid Rarity Exchange. 

  

The trademarks, logo and slogans displayed on the Site, including the mark Liquid Rarity Exchange (collectively the “Trademarks”) are owned by Liquid Rarity Exchange and others. Nothing on this Site should be construed as granting any license or right to use the Trademarks without written permission of Liquid Rarity Exchange or such third-party owner of the Trademarks. Your misuse of the Trademarks, or any other content on the Site, except as provided in these Terms of Use, is strictly prohibited. You are advised that Liquid Rarity Exchange will aggressively enforce its intellectual property rights to the fullest extent of the law. 

  

Communications 

  

You agree that Liquid Rarity Exchange may send communications to you via your mailing address, email, telephone or facsimile number provided by you on your Profile. You agree to notify us of any changes in your address or contact details. Liquid Rarity Exchange may also deliver information verbally. Communications shall be deemed delivered to you when sent and not when received. 

  

You agree that any information that you transmit to the Site or Liquid Rarity Exchange in any manner including, but not limited to, pictures, videos, questions, comments, suggestions, website addresses and links to other website/articles, etc., is non-confidential and non-proprietary and can be used by Liquid Rarity Exchange or its affiliates for any purpose. Liquid Rarity Exchange is free to use any idea, concepts, know-how, techniques, etc. contained in any communication to the Site or to Liquid Rarity Exchange for any purpose. 

  

Disclaimer of Liability 

  

Your use of the Site is solely at your own risk. To the fullest extent permissible by law, in no event shall Liquid Rarity Exchange, its affiliates, nor each of its affiliates’ directors, employees, managers, agents, contractors, partners, suppliers, or content providers, be liable for damages under contract, tort, strict liability, negligence, or any other legal or equitable theory arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “as is,” “as available,” and “when available” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties or limitation of incidental or consequential damages, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties. 

  

Liquid Rarity Exchange assumes no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site. We do not, and cannot, guarantee that any Investor is actually an accredited investor (as defined above). 

  

Although Liquid Rarity Exchange may from time to time monitor or review discussions, postings, transmissions, and the like on the Site, Liquid Rarity Exchange is under no obligation to do so and assumes no responsibility or liability arising from such content nor for any error, defamation, libel, slander, omission, falsehood, obscenity, profanity, danger or inaccuracy contained in any information within such locations on the Site. Liquid Rarity Exchange reserves the right to remove any content from the Site or to restrict access to the Site for any reason without notice. 

  

Third-Party Sites 

  

The Site may contain links to third-party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Liquid Rarity Exchange of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event shall Liquid Rarity Exchange be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Liquid Rarity Exchange shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION. 

  

Your access and use of the Third-Party Sites are governed by the Terms of Use and Privacy Policies of these Third-Party Sites. We strongly encourage you to carefully review the Terms of Use and the Privacy Policies of any Third-Party Services from which you access through our Site. 

  

U.S. Jurisdiction 

  

If you are located outside of the United States, you use or access the Site solely at your own risk and initiative. The Service is controlled and operated from facilities within the United States. Liquid Rarity Exchange makes no representations that the Service is appropriate or available for use in any other jurisdictions. Accessing the Service is prohibited from territories where the content on the Site is prohibited. Securities offerings are only directed at, or intended for purchase or investment by investors in jurisdictions that permit general solicitation of unregistered securities. 

  

You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. Subscriptions to invest in any offering referred to on this Site must only be made on the basis of the offering document relating to the specific investment and through a registered entity. 

  

The content, material and information contained on the Site do not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The securities offered on this Site can be marketed only in certain jurisdictions. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. This Site is not directed at you if we are prohibited by any law of any jurisdiction from making the information on this site available to you. You should satisfy yourself before accessing the Site that we would be allowed to advertise investment products to you under the law of the jurisdiction in which you reside. It is your responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction, including the one in which you reside. 

  

Governing Law 

  

These Terms of Use shall be governed by, construed and entered in accordance with the laws of the State of Missouri applicable to contracts deemed to be made within such State, without regard to choice of law or conflict of law provisions thereof. In the event any person or entity makes a claim or files a complaint initiating an action based on a dispute arising out of use of this Site or information posted to this Site, it shall be subject to the exclusive jurisdiction and venue of the Missouri state courts and/or the United States District Court for the District of Missouri, and each of the parties hereby agrees to the personal and exclusive jurisdiction and venue of such courts.  YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. 

  

Dispute Resolution  

  

In the event of any claim, controversy or alleged dispute between you and Liquid Rarity Exchange, its members or affiliates (“Dispute”), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding either pursuant to the rules of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, before an arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued. 

  

In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g., confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as provided by law, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal.  Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and Liquid Rarity Exchange. To the full extent allowable by law, you agree that no arbitration proceeding or other dispute resolution proceeding shall be joined with any other party or decided on a class-action basis. 

Notwithstanding the foregoing, you agree that the following matters shall not, at the election of Liquid Rarity Exchange, be subject to binding arbitration: (1) any Dispute related to, or arising from allegations of criminal activity; (2) any Disputes concerning Liquid Rarity Exchange’s intellectual property rights; and (3) any claim for injunctive relief. All arbitration proceedings will take place in Missouri, United States of America. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within St. Louis, Missouri. Each party hereby waives any claim that such venue is improper or inconvenient. 

  

Indemnification 

  

You agree to indemnify, defend and hold Liquid Rarity Exchange and any of its affiliates, and any of its successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys’ fees and expenses), resulting from any breach or violation of these Terms of Use by you or arising from your use of the Site. 

  

Liquid Rarity Exchange reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with Liquid Rarity Exchange in the defense of any such claim, action, settlement or compromise negotiations, as requested by Liquid Rarity Exchange. 

  

Notification Procedures 

  

We may provide notifications, including those regarding modifications to these Terms of Use, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our Site, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to visitors. Note that you may opt out of certain means of notification as described in these Terms of Use. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provided to us. 

  

Electronic Signatures in Global and National Commerce Act/Uniform Electronic Transactions Act 

  

The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When an Issuer or potential Investor registers on the platform, we obtain his or her consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements. 

  

Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site’s electronically stored copy of this Agreement in any proceeding arising out of this Agreement. 

  

Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery shall not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Liquid Rarity Exchange shall have a reasonable period to effect such a change and Liquid Rarity Exchange may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access. 

  

Integration and Severability 

  

The failure of Liquid Rarity Exchange to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Liquid Rarity Exchange. These Terms of Use and other referenced materials are the entire agreement between you and Liquid Rarity Exchange with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Liquid Rarity Exchange with respect to the Service and govern the future relationship. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise. If for any reason a court or arbitral forum, as applicable, of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect and enforceable. 

  

Text Messaging 

  

If you provide your mobile phone number to us, by doing so you consent to receive text message alerts from us containing product, event, or promotional information in a text or SMS message (“Text Messages”). You can unsubscribe from receiving Text Messages at any time by replying “STOP” to one of our Text Messages. 

  

Miscellaneous 

  

Except as expressly provided in these Terms of Use, there shall be no third-party beneficiaries to the Terms of Use. Liquid Rarity Exchange shall have the right to assign its rights or delegate any of its responsibilities under these Terms of Use to an affiliate or in connection with a merger, consolidation or reorganization of Liquid Rarity Exchange for the sale of substantially all of its assets. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision. 

 

These Terms of Use contain the entire understanding between you and Liquid Rarity Exchange relating to the Site and Liquid Rarity Exchange’s services. These Terms of Use supersede any other Terms of Use or agreement regarding the Site and Liquid Rarity Exchange’s services prior to the Effective Date below. 

 

Effective Date 

These Terms of Use Were Last Updated on June 5, 2023