Terms of Use

These Terms of Use (the “Terms”) govern your access to and use of the website, platform, services, content, communications, investor materials, and related technology made available by GetLiquid.io, Inc. (“GetLiquid.io,” “Company,” “we,” “us,” or “our”).

By accessing or using our website or platform, you agree to be bound by these Terms. If you do not agree, do not access or use the website or platform.

1. Overview of GetLiquid.io

GetLiquid.io is a technology and infrastructure platform designed to support private credit transactions, including transaction coordination, onboarding workflows, reporting, recordkeeping, and related infrastructure services.

GetLiquid.io does not, unless expressly stated in definitive written agreements:

• Act as a bank, lender, broker-dealer, investment adviser, exchange, transfer agent, clearing agency, or custodian;
• Provide legal, tax, accounting, financial, or investment advice;
• Guarantee any investment, loan, borrower, originator, repayment, return, yield, liquidity, or outcome;
• Underwrite, originate, or assume credit risk for private credit transactions.

Any securities offering involving GetLiquid.io, if made, will be conducted solely through definitive offering documents and only in accordance with applicable securities laws.

2. Informational Purposes Only

All information provided on this website is for informational purposes only. Nothing on this website constitutes:

• An offer to sell or a solicitation of an offer to buy any securities;
• Investment, legal, tax, accounting, or financial advice;
• A recommendation to participate in any transaction;
• A guarantee of investment performance or future results.

Prospective investors should consult their own legal, tax, accounting, and financial advisors before making any investment decision.

3. Private Securities Offerings

Any securities offering by GetLiquid.io, if made, will be conducted as a private placement pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended, or another available exemption from registration.

Any such offering will be made solely through definitive offering documents, which may include a private placement memorandum, subscription agreement, investor questionnaire, risk disclosures, and related materials.

Investments in private securities are speculative, illiquid, and involve a high degree of risk, including the possible loss of the entire investment. Such investments are suitable only for persons who can bear the economic risk of loss and meet applicable investor eligibility requirements, including accredited investor requirements where applicable.

4. Eligibility

You may access and use this website only if you:

• Are at least 18 years old;
• Have the legal capacity to enter into these Terms;
• Are not prohibited from using the website under applicable law;
• Are not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to U.S. sanctions or embargoes;
• Comply with all applicable laws and regulations.

Certain platform features, investor materials, or transaction opportunities may be available only to verified users, accredited investors, institutional investors, qualified purchasers, originators, or other eligible parties.

5. User Information and Verification

You agree that all information you provide to GetLiquid.io is accurate, current, complete, and not misleading.

We may require identity verification, accreditation verification, know-your-customer checks, know-your-business checks, sanctions screening, anti-money laundering checks, or other compliance reviews before providing access to certain materials, features, or opportunities.

We may deny, suspend, or terminate access at any time if we determine that information provided is inaccurate, incomplete, misleading, or otherwise inconsistent with our compliance obligations.

6. No Investment Advice or Fiduciary Relationship

GetLiquid.io does not provide investment advice and does not act as a fiduciary to any user.

You are solely responsible for evaluating any information, opportunity, risk, document, transaction, or investment decision. You should conduct your own due diligence and consult qualified professional advisors before making any investment decision.

No communication from GetLiquid.io should be interpreted as a recommendation, endorsement, or investment advice.

7. No Broker-Dealer Activity

Unless expressly stated in writing, GetLiquid.io is not registered as a broker-dealer and does not act as a broker-dealer.

GetLiquid.io’s role is limited to technology, infrastructure, coordination, reporting, administrative, and related platform services.

Any transaction-related activities that require registration, licensing, or regulated activity will be handled through appropriately registered or exempt parties, as applicable.

8. No Custody; Third-Party Providers

GetLiquid.io does not take custody of user funds, securities, or assets unless expressly disclosed in definitive written agreements.

The platform may integrate with or refer users to third-party service providers, including payment processors, custodians, banks, stablecoin infrastructure providers, identity verification vendors, accreditation verification providers, escrow providers, legal providers, compliance providers, or other infrastructure partners.

GetLiquid.io is not responsible for the acts, omissions, policies, systems, security, availability, or performance of third-party providers. Your use of third-party services may be subject to separate terms and policies.

9. Platform Access and Accounts

Certain features may require account creation or approval. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.

You agree not to:

• Use another person’s account without authorization;
• Share account credentials with unauthorized parties;
• Attempt to bypass security or compliance controls;
• Use the platform for unlawful, fraudulent, abusive, or unauthorized purposes.

We may suspend, restrict, or terminate access to the platform at any time.

10. Prohibited Conduct

You may not:

• Violate any applicable law, regulation, or contractual obligation;
• Use the website or platform for fraudulent, misleading, or unlawful activity;
• Interfere with or disrupt the website, platform, servers, networks, or security systems;
• Attempt to gain unauthorized access to any system, account, data, or platform feature;
• Use bots, scrapers, crawlers, or automated tools without written authorization;
• Reverse engineer, copy, modify, or create derivative works from the platform;
• Use GetLiquid.io content or technology to build a competing product or service;
• Upload malicious code, viruses, or harmful materials;
• Misrepresent your identity, affiliation, investor status, or authority.

11. Intellectual Property

All content, design, technology, software, graphics, logos, trademarks, service marks, trade names, text, images, interfaces, and other materials on the website or platform are owned by or licensed to GetLiquid.io.

You may not copy, reproduce, distribute, modify, publicly display, create derivative works from, or exploit any portion of the website or platform without prior written permission.

No rights are granted except as expressly stated in these Terms.

12. Confidentiality

Certain materials made available through the website, platform, data room, investor portal, or related communications may be confidential.

You agree not to disclose, copy, distribute, or use confidential materials except for the purpose for which they were provided and only in accordance with applicable agreements, including any nondisclosure agreement or investor access agreement.

13. Securities and Risk Disclosures

Private credit and private securities transactions involve significant risks, including but not limited to:

• Loss of principal;
• Illiquidity and lack of a public market;
• Restrictions on transfer or resale;
• Borrower default;
• Originator performance risk;
• Collateral valuation risk;
• Interest rate risk;
• Market volatility;
• Regulatory and legal risk;
• Technology and cybersecurity risk;
• Limited operating history;
• Dependence on third-party providers;
• Conflicts of interest.

Past performance is not indicative of future results. No investment return, repayment, distribution, yield, liquidity, or exit is guaranteed.

14. Forward-Looking Statements

The website, platform, investor materials, and related communications may contain forward-looking statements, including statements regarding business plans, market opportunities, product development, partnerships, projected growth, financial performance, transaction volume, regulatory expectations, and future events.

Forward-looking statements are based on current expectations, estimates, projections, assumptions, and beliefs. They involve risks and uncertainties that may cause actual results to differ materially.

GetLiquid.io undertakes no obligation to update forward-looking statements except as required by law.

15. Fees

GetLiquid.io may charge fees for platform access, infrastructure services, transaction coordination, participation support, reporting, administrative services, or other services.

Any applicable fees will be disclosed in relevant agreements, offering documents, platform disclosures, invoices, or other written materials.

16. Third-Party Links and Content

The website or platform may contain links to third-party websites, resources, or services. These links are provided for convenience only.

GetLiquid.io does not endorse and is not responsible for third-party content, services, websites, policies, or practices.

17. SMS, Email, and Communications

By providing your contact information, you consent to receive communications from GetLiquid.io, including administrative messages, investor communications, platform updates, and other service-related communications.

If you provide a mobile number, you consent to receive SMS messages where permitted by law. Message and data rates may apply. You may opt out of SMS communications by replying STOP or contacting us.

Consent to receive marketing communications is not required to make an investment or use the website.

18. Privacy

Your use of the website and platform is subject to our Privacy Policy, which explains how we collect, use, disclose, and safeguard information.

19. Disclaimer of Warranties

The website, platform, content, materials, and services are provided on an “as is” and “as available” basis.

To the fullest extent permitted by law, GetLiquid.io disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, and reliability.

We do not warrant that the website or platform will be uninterrupted, error-free, secure, or free of harmful components.

20. Limitation of Liability

To the maximum extent permitted by law, GetLiquid.io and its affiliates, officers, directors, employees, agents, contractors, advisors, and representatives shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, including lost profits, lost data, loss of goodwill, business interruption, investment losses, or loss of opportunity.

To the maximum extent permitted by law, GetLiquid.io’s total liability for any claim arising out of or relating to these Terms, the website, platform, or services shall not exceed the greater of $100 or the amount you paid directly to GetLiquid.io for use of the website or platform in the twelve months preceding the claim.

21. Indemnification

You agree to indemnify, defend, and hold harmless GetLiquid.io and its affiliates, officers, directors, employees, agents, contractors, advisors, and representatives from and against any claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• Your use of the website or platform;
• Your violation of these Terms;
• Your violation of applicable law;
• Your misrepresentation or submission of inaccurate information;
• Your violation of third-party rights.

22. Modification or Termination

We may modify, suspend, restrict, or discontinue the website, platform, services, or any portion thereof at any time without notice.

We may update these Terms from time to time. Updates will be effective when posted. Your continued use of the website or platform after updates are posted constitutes acceptance of the revised Terms.

23. Governing Law

These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles.

24. Dispute Resolution

Any dispute arising out of or relating to these Terms, the website, platform, or services shall first be addressed through good-faith negotiations.

If the dispute cannot be resolved informally, the parties agree to submit the dispute to the state or federal courts located in Texas, unless otherwise required by applicable law or agreed in writing.

Each party waives any objection to jurisdiction and venue in such courts.

25. General Terms

These Terms constitute the entire agreement between you and GetLiquid.io regarding use of the website and platform.

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

Failure to enforce any provision is not a waiver.

You may not assign your rights or obligations under these Terms without our prior written consent. GetLiquid.io may assign these Terms in connection with a merger, financing, acquisition, corporate reorganization, or sale of assets.

26. Contact

Questions regarding these Terms may be directed to:

GetLiquid.io, Inc.
Email: invest@getliquid.io