Terms of Use

Liquidity Connect, LLC End User License Agreement

IMPORTANT: PLEASE READ THIS SERVICES AGREEMENT BEFORE USING ANY Liquidity Connect, LLC SERVICES. INITIATION OF SERVICE INDICATES YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

BY REGISTERING FOR THE SERVICES, YOU REPRESENT AND WARRANT THAT (a) ALL REGISTRATION INFORMATION YOU SUBMIT TO Liquidity Connect, LLC IS ACCURATE AND THAT YOU WILL MAINTAIN THE ACCURACY OF SUCH INFORMATION, (b) YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER, YOUR USE OF THE SERVICES WILL NOT VIOLATE ANY APPLICABLE LAW OR REGULATION, AND (c) YOU HAVE THE RIGHT AND AUTHORITY, TO ENTER INTO THIS AGREEMENT AND PERFORM HEREUNDER.

Definitions

The following terms, as used in this Agreement, shall have the meanings set forth below.

Account Information — Subscriber’s name, account numbers, passwords, customer numbers and other information necessary for Subscriber’s access to and use of the Services.

Administrative Fees — Additional fees charged by Liquidity Connect, LLC in connection with the Services

Fees — shall mean all Service Fee, as applicable.

Liquidity Connect, LLC — shall mean Liquidity Connect, LLC Services.

Request — Those orders that Subscriber may make electronically regarding modifications to Subscriber’s Customer Account, including, but not limited to, requests for additional Services, Service cancellation and Customer Account cancellation.

Service Fees — Any fees charged by Liquidity Connect, LLC related to the Services, exclusive of Administrative Fees.

Services — Any physical or virtual services provided by Liquidity Connect, LLC, along with any related Software, technical support, support services, training, documentation or related materials offered by or through Liquidity Connect, LLC.

Software — Dedicated or shared software owned by Liquidity Connect, LLC or provided by third parties.

Subscriber — The individual or entity “clicking through” and thereby agreeing to be bound by this Agreement.

License; Payment

a. This Agreement constitutes a two-party agreement between Subscriber and Liquidity Connect, LLC that provides the Services to which Subscriber elects to subscribe. Subject to these Terms and Conditions of Service, Liquidity Connect, LLC hereby grants Subscriber a non-exclusive, non-transferable, limited license to use the Services for its own internal use and not for further dissemination or redistribution.

b. In consideration of the Services provided to Subscriber (including Services which Subscriber may elect to receive in the future), Subscriber shall pay the applicable Fees to Liquidity Connect, LLC. All Fees are due in advance. Service Fees applicable to Liquidity Connect, LLC Services for any partial month shall be prorated on a thirty (30) day per month basis. Liquidity Connect, LLC reserves the right to implement Administrative Fees from time to time.

Disputes

a. All invoices/statements will be deemed correct and final unless disputed in writing within sixty (60) days after invoice/statement date. All correspondence regarding disputed invoices/statements must include Subscriber’s name, address, telephone number and customer number.

b. All Sales Final: all Fees are non-refundable. All Fees are non-transferable.

c. Subscriber accepts responsibility for the confidentiality and use of all Account Information, all time used and all requests placed through or under Subscriber’s Account Information. All Requests received by Liquidity Connect, LLC will be deemed to have been received from, and with the authorization of Subscriber. All Requests shall be deemed to be made at the time received by Liquidity Connect, LLC and in the form received.

b. Subscriber shall notify Liquidity Connect, LLC immediately if Subscriber becomes aware of any: (i) loss, theft or unauthorized use of Subscriber’s Account Information; (ii) failure by Subscriber to receive an electronic message that a Request initiated by Subscriber has been received and/or executed**; (iii) failure by Subscriber to receive accurate confirmation of a Request or its execution within five (5) business days after submitting the Request; or (iv) receipt of confirmation or electronic message of a Request that Subscriber did not place, or any similarly inaccurate or conflicting report or information.

**Subscriber must provide Liquidity Connect, LLC with a current e-mail address.

Copyright Protection, Ownership of Services

a. All rights, title, and interest in the Services, in all documentation relating to the Services, in the Software (and software documentation) provided to Subscriber in connection with the Services, in all languages, formats, and media throughout the world, including all copyrights, trademarks and service marks therein, are and shall continue to be the exclusive property of Liquidity Connect, LLC, its affiliates and/or other third party suppliers. SUBSCRIBER SHALL NOT REPRODUCE, RETRANSMIT, DISSEMINATE, SELL, PUBLISH, BROADCAST, CIRCULATE, PROVIDE OR REDISTRIBUTE THE SERVICES OR INFORMATION IN ANY MANNER OR FOR ANY PURPOSES (PERSONAL OR BUSINESS) WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF Liquidity Connect, LLC.

b. Subscriber shall not disassemble, decompile or reverse engineer the Services, or create any derivative works from the Services.

c. Subscriber shall not use the Services for any unlawful purpose and shall comply with all reasonable requests by Liquidity Connect, LLC to protect the respective rights of Liquidity Connect, LLC in the Services.

d. At no time shall Liquidity Connect, LLC DISSEMINATE, SELL, PUBLISH, BROADCAST, CIRCULATE, PROVIDE OR REDISTRIBUTE CONFIDENTAL DATA FROM THE SUBSCRIBER.S SERVICE OFFERING IN ANY MANNER OR FOR ANY PURPOSES (PERSONAL OR BUSINESS) WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT of the Subscriber unless required by law. 5. Export Controls. Certain Software and related documentation or technical information available via the Services may be subject to applicable laws and regulations of the United States pertaining to export controls. By using the Software, Subscriber represents and warrants that:

(i) Subscriber is not a citizen, national or resident of, and is not under the control of any country to which the United States has prohibited exports of such software.

(ii) Subscriber will not download or otherwise export or re-export the Software, directly or indirectly, any country to which the United States has prohibited exports of such software nor to citizens, nationals or residents of those countries.

(iii) Subscriber is not listed on, nor owned or controlled by anyone listed on, the United States Department of Treasury list of Specially Designated Nationals and Blocked Persons, the United States Department of Commerce Denied Persons or Entity lists.

(iv) Subscriber will not download or otherwise export or re-export the Software, directly or indirectly, to persons on the above mentioned lists.

(v) Subscriber will not use the Software for, and will not allow the Software to be used for, any purposes prohibited by United States law.

Disclaimer of Warranties; Limitation of Liability

a. THE SERVICES ARE PROVIDED “AS IS.” NEITHER Liquidity Connect, LLC, THE DATA PROVIDERS, THE SERVICE FACILITATORS NOR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF ANY OF THE FOREGOING MAKE ANY WARRANTY OF MERCHANTABILITY, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY ASPECT OF THE SERVICES (INCLUDING, BUT NOT LIMITED TO, INFORMATION ACCESS).

b. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

c. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SUBSCRIBER’S MAXIMUM RECOVERY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION THAT IMPOSES LIABILITY, WHETHER IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT OR OTHERWISE, SHALL BE LIMITED TO AND NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, ACTIONS, AND CAUSES OF ACTION OF EVERY KIND AND NATURE, THE LESSER OF: (I) THE AMOUNT OF THE SERVICE FEES PAID TO Liquidity Connect, LLC UNDER THIS AGREEMENT FOR THE MOST RECENT SIX (6) MONTHS PRIOR TO THE TIME SUCH LIABILITY AROSE; OR (II) TWO THOUSAND DOLLARS ($2,000 USD).

d. IN NO EVENT WILL Liquidity Connect, LLC, THE DATA PROVIDERS, THE SERVICE FACILITATORS, OR ANY THIRD PARTY SUPPLER, OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF ANY OF THE FOREGOING BE LIABLE TO SUBSCRIBER, SUBSCRIBER’S CUSTOMERS OR ANY OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, TRADING LOSSES, OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY, ERROR OR LOSS OF THE USE OF THE SERVICES), OR CLAIMS ARISING IN TORT (INCLUDING NEGLIGENCE), EVEN IF Liquidity Connect, LLC, THE DATA PROVIDERS OR THE SERVICE FACILITATORS HAVE BEEN ADVISED OF OR ARE OTHERWISE AWARE OF THE POSSIBILITY OF ANY OF THE FOREGOING.

Some jurisdictions do not permit limitations of liability. In such jurisdictions, the foregoing limitation may not apply to Subscriber.

e. SUBSCRIBER UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY OR THROUGH THE SERVICES IS DONE AT SUBSCRIBER’S OWN DISCRETION AND RISK AND THAT SUBSCRIBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO SUBSCRIBER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT Liquidity Connect, LLC DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE LEGALITY, REALIABILITY, OPERABILITY OR AVAILABILITY OF THE SERVICES. Liquidity Connect, LLC DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY OR UNTIMELY DELIVERY OF ANY OF THE SERVICES. Liquidity Connect, LLC DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

f. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT NEITHER THE SERVICES NOR ANY OF THE INFORMATION ARE INTENDED TO SUPPLY INVESTMENT, FINANCIAL, TAX OR LEGAL ADVICE. Liquidity Connect, LLC OFFERS NO ADVICE REGARDING THE NATURE, POTENTIAL VALUE, OR SUITABILITY OF ANY PARTICULAR SECURITY, TRANSACTION, INVESTMENT OR INVESTMENT STRATEGY. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE USE OF THE SERVICES AND INFORMATION, AND ANY DECISIONS MADE IN RELIANCE UPON THE SERVICES AND INFORMATION, ARE MADE AT SUBSCRIBER’S OWN RISK.

g. ANY ONLINE ORDER EXECUTION SERVICES YOU MAY UTILIZE IN CONNECTION WITH THE SERVICES ARE PROVIDED BY INDEPENDENT BROKER-DEALERS, FUTURES COMMISSION MERCHANTS OR SIMILAR ENTITIES (COLLECTIVELY, “DIRECT ACCESS BROKERS”) AND NOT BY Liquidity Connect, LLC. IN ORDER TO UTILIZE SUCH SERVICES, SUBSCRIBER MUST HAVE AN EXISTING ACCOUNT WITH A DIRECT ACCESS BROKER OR SUBSEQUENTLY ESTABLISH AN ACCOUNT WITH A DIRECT ACCESS BROKER. Liquidity Connect, LLC IS NOT A DIRECT ACCESS BROKER, IS NOT AFFILIATED WITH ANY DIRECT ACCESS BROKERS AND DOES NOT ENDORSE OR RECOMMEND THE SERVICES OF ANY DIRECT ACCESS BROKER. THE DIRECT ACCESS BROKER SUBSCRIBER SELECTS IS SOLELY RESPONSIBLE FOR ITS SERVICES TO SUBSCRIBER, AND SUBSCRIBER AGREES THAT NEITHER Liquidity Connect, LLC, THE DATA PROVIDERS, THE SERVICE FACILITATORS NOR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, REPRESENTATIVE, OR AFFILIATE OF ANY OF THE FOREGOING SHALL BE LIABLE FOR ANY DAMAGES OR COSTS OF ANY TYPE WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUBSCRIBER’S USE OF SUCH SERVICES, INCLUDING, BUT NOT LIMITED TO, TRADING LOSSES. FOR AUSTRALIAN RESIDENTS – Liquidity Connect, LLC DOES NOT ARRANGE ANY DEALING IN FINANCIAL PRODUCTS THAT YOU MAY INITIATE THROUGH AN ONLINE ORDER EXECUTION SERVICE PROVIDED BY DIRECT ACCESS BROKERS UTILIZED IN CONNECTION WITH THE SERVICES.

h. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY SUBSCRIBER MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.

Only one Liquidity Connect, LLC monthly subscription will be provided per trading account. Once your trading account is closed with your Direct Access Broker your Liquidity Connect, LLC subscription will be cancelled.

It is the Subscriber’s responsibility to ensure sufficient equity is available to cover the subscription charges. Subscriber agrees to hold Liquidity Connect, LLC and the Direct Access Broker harmless in the event of liquidation of positions caused by insufficient margin resulting from applied subscription charges.

Your first monthly fee will be prorated from the time Liquidity Connect, LLC processes and approves your application and provides you with Liquidity Connect, LLC access. If you wish to cancel your subscription to Liquidity Connect, LLC you must notify us before the end of the month, otherwise you will be held liable for the full monthly fee for the following month.

Subscriber hereby authorize the Direct Access Broker to deduct the full monthly cost of the Liquidity Connect, LLC Services from the subscribers account with the Direct Access Broker. The deduction will be made the first business day of the following month. If Subscriber requests a withdrawal and/or transfer from the Subscribers account and there are insufficient funds available to pay the Direct Access Broker for the Liquidity Connect, LLC Services subscription as a result of such request or other action taken by me, I hereby agree and understand that such request may not be processed for the full amount requested and agree that the I shall remain obligated to make payment the Direct Access Broker for any amount due pursuant to this agreement.