Terms and Conditions

Effective Date: February 20, 2026 | Last Revised: January 15, 2026

1. Agreement and Acceptance

1.1 Terms of Service

This Terms and Conditions Agreement ("Terms," "Agreement") is entered into between Liquidity Connect, LLC (the "Provider," "Company," "we," "us," or "our") and the individual or entity purchasing services (the "Customer," "Client," "Subscriber," "you," or "your"). 

By submitting an order, signing a service order or quote, activating any service, or continuing to use Provider's services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions and the accompanying Service Level Agreement ("SLA"), which is incorporated herein by reference. 

1.2 Service Level Agreement Incorporation

The SLA, as published by Provider and available at [SLA PDF URL], establishes the specific service levels, availability commitments, support standards, maintenance procedures, and operational responsibilities that apply to all services. In the event of any conflict between these Terms and the SLA, the SLA shall control regarding technical service commitments and performance standards; these Terms shall control regarding commercial, payment, and legal matters. 

By accepting these Terms, you also accept the SLA in its entirety, including but not limited to: 

  • Network quality and availability guarantees (latency, packet loss, connectivity) 

  • Support channels and response time commitments 

  • Planned maintenance procedures and notification requirements incident management and postmortem processes 

  • Server access control and change authorization requirements 

  • Service credit structure and claim process

1.3 Updates to Terms and SLA

Provider may update these Terms or the SLA from time to time by posting the updated version on our website or customer portal. For new Customers, acceptance occurs at order. 

For existing Customers: 

  • SLA Updates: Effective 30 days after notification; your continued use of services constitutes acceptance 

  • Material Terms Updates: Material changes to billing, refund policy, or cancellation terms require 30 days' notice; continued use constitutes acceptance 

  • Other Updates: Changes not related to billing, refund policy, or cancellation terms will be effective immediately upon posting 

If you do not agree to updated terms, your sole remedy is to discontinue the affected services in accordance with the cancellation procedures in Section 8. 

2. Services and Scope

2.1 Services Provided 

Provider offers Infrastructure as a Service (IaaS) designed specifically for the financial trading industry, including but not limited to: 

  • Low-Latency Servers: Dedicated and virtual servers optimized for high-frequency and algorithmic trading 

  • Virtual Private Servers (VPS): Scalable virtual server instances with customizable resources Dedicated Servers: Bare-metal dedicated hardware with full control 

  • Network Connectivity: High-speed, low-latency connectivity to trading venues, exchanges, and liquidity providers 

  • Cross-Connects: Dedicated direct connections to trading venues and market infrastructure 

  • Firewall and Security Services: Managed firewall rules, ACL management, DDoS mitigation, and network-level security 

  • 24/7 Technical Support: Expert support via email, ticket system, and chat, for all service-related issues 

All services are provided on a subscription basis, with recurring monthly, quarterly, or annual billing as specified in your service order.

2.2 Service Activation and Onboarding

Upon receipt of payment and approval of your application: 

  1. Provider will provision and configure your server(s) and services

  2. Provider will provide access credentials and documentation

  3. You will receive the SLA, escalation contacts, and support documentation

  4. You will designate Authorized Contacts from your organization for approvals and notifications 

  5. You will define Market Hours (trading hours) for maintenance scheduling 

  6. Upon your written confirmation that access is working and the service is ready for production, the "Handover" is complete and your operational ownership begins

From the date of Handover, you assume full responsibility for the operating system, applications, trading systems, data, and all operational decisions regarding your server, in accordance with Section 3 (Responsibilities). 

3. Customer Responsibilities and Account Management

3.1 Infrastructure Responsibilities (Customer)

After Handover, you assume full responsibility for: 

  • Operating System Management: Installation, configuration, patching, security updates, OS-level administration, and all OS decisions 

  • Application and Software: Installation, configuration, updates, and support of all trading platforms, applications, middleware, and third-party software 

  • Trading Systems and Strategies: Design, testing, deployment, monitoring, and operational oversight of all trading systems, algorithms, and strategies 

  • Data Management: Backup strategy, data retention, disaster recovery planning, encryption, and secure data handling 

  • Server Operations: Daily operational decisions including startup, shutdown, reboots, resource allocation, and performance tuning 

  • Security and Access Control: Managing user accounts, passwords, API keys, SSH keys, security certificates, and access credentials 

  • Compliance and Regulations: Ensuring your systems and data comply with applicable laws, regulations, exchange rules, including but not limited to data privacy and security laws,  Anti-Money Laundering (AML) laws, 47 U.S.C. § 227, and industry standards 

  • Client Equipment and Networks: Any equipment, networks, or systems you own, operate, or control, including office networks, and external integrations 

3.2 Provider Responsibilities (Post-Handover)

After Handover, Provider is responsible for:

  • Physical Infrastructure: Data center facilities, power distribution, cooling, physical security, and facility access controls 

  • Network Infrastructure: Network equipment, switches, routers, connectivity to exchanges and venues, and network operation 

  • Cross-Connects and Circuits: Provisioning and maintenance of dedicated crossconnects and internet circuits 

  • Server Hardware: Physical hardware diagnostics, replacement of failed components, and preventive maintenance

  • Network Quality: Monitoring and maintaining latency, packet loss, and connectivity per SLA standards 

  • Firewall and Network Security: Implementing firewall rules and ACL changes you request; DDoS mitigation; network-level security 

  • 24/7 Support: Expert support for infrastructure, network, and connectivity issues during all hours 

  • SLA Compliance: Meeting or exceeding latency, packet loss, and connectivity guarantees 

Provider will not: 

  • Log in to the Client's server or OS environment without written authorization. For avoidance of doubt, a support request via email, message, and/or ticket may be construed as written authorization unless explicitly stated otherwise by the Client. 

  • Perform server reboots, shutdowns, or power cycles without written authorization

  • Modify, reinstall, or update the Client's operating system without written authorization 

  • Access Client data, applications, or configuration files without written authorization

  • Make changes to the Client's network configuration beyond firewall/ACL updates without written authorization

3.3 Account Information and Security

You are responsible for:

  • Maintaining accurate registration and account information and updating it promptly 

  • Keeping all access credentials (usernames, passwords, SSH keys, IPMI credentials) confidential and secure 

  • Monitoring account activity and reporting unauthorized access immediately 

  • Ensuring sufficient funds are available to cover subscription charges 

  • Notifying us immediately of any security breaches, unauthorized access, or suspected compromise 

You must keep at least one Authorized Contact available at all times for communication regarding maintenance, incidents, and service changes. 

3.4 Acceptable Use Policy

You agree that your use of Provider's services will: 

  • Comply with all applicable laws, regulations, including know your own customer regulations, and exchange rules 

  • Not violate intellectual property rights, privacy laws, or export controls 

  • Not be used for illegal trading, market manipulation, or fraud 

  • Not involve unauthorized access to other systems or networks 

  • Not involve transmission of malware, viruses, or harmful code 

  • Not overload Provider's infrastructure with denial-of-service attacks or excessive traffic originating from your systems 

  • Not involve resale, redistribution, or third-party hosting of Provider's services without written permission 

  • Not operate unsolicited bulk email (“spam”) campaigns, including commercial marketing email, phishing, robocalling or automated texting campaigns without consent, or fraudulent solicitations, whether directly or via third-party lists.

  • Not use dedicated or primary mail relay, bulk mailing server, or SMTP infrastructure, unless expressly authorized in writing by Provider.

  • Not send emails in violation of anti-spam and marketing laws (for example, CAN-SPAM, GDPR e-privacy, CASL, or similar regulations in relevant jurisdictions).

  • Not operate any service that results in blacklisting of Provider IPs or ranges by major email or security blocklists (e.g., Spamhaus, Barracuda, SORBS, etc.).

Provider reserves the right to suspend or terminate services immediately if you violate these policies, without notice or refund. Provider may also contact authorities in explicit cases of illegal operations.

4. Service Levels and Availability

4.1 SLA Incorporation

All service level commitments, availability guarantees, performance standards, and maintenance procedures are defined in the SLA (Section 1.2). Please review the SLA carefully for specific commitments regarding: 

  • Latency and packet loss guarantees 

  • Connectivity uptime commitments 

  • Support response times for critical, high-priority, medium, and low-priority issues 

  • Planned maintenance notification and scheduling 

  • Incident reporting and postmortem procedures 

  • Service credit eligibility and calculation 

4.2 Service Credits as Sole Remedy

Service Credits are your sole and exclusive remedy for Provider's failure to meet SLA commitments. Service Credits do not constitute refunds and are applied only as credits against future invoices, at Provider's discretion. 

Provider's total liability under this Agreement is limited to the amount of recurring service Fees you have paid in the month in which the failure occurred, and in no case shall exceed 100% of monthly Fees in any single month. 

4.3 Non-SLA Violations

The following are not counted as SLA violations and do not entitle you to Service Credits: 

  • Scheduled maintenance (with 72+ hours' notice) 

  • Emergency maintenance to protect infrastructure or to comply with laws  caused by your actions, systems, applications, or misconfiguration 

  • Third-party failures (ISPs, carriers, exchanges, trading venues) that result in outages, latency defects, or other service degradations 

  • Your equipment, facilities, or network issues 

  • Force Majeure events (natural disasters, war, pandemics) 

  • Unavailability not reported to Provider within 5 business days 

5. Service Levels and Availability

5.1 Fees and Pricing

All Fees are due in advance and are billed according to your service order: 

  • Monthly Billing: Invoiced on the 1st of each month for the following month's services 

  • Quarterly/Annual Billing: Invoiced in advance for the quarterly or annual term 

  • Prorated Billing: For partial months (first or last month of service), Fees are prorated on a 30-day basis 

All Fees are exclusive of taxes, which you are responsible for paying if applicable based on your location and transaction type. 

5.2 Recurring Charges and Automatic Renewal

Your subscription will continue and automatically renew at the end of each billing period until you cancel. You may cancel Services at any time by providing written notice and may elect either (a) immediate cancellation, or (b) cancellation effective at the end of the current billing period.

You authorize Provider to charge your designated payment method for all recurring fees and applicable taxes until cancellation becomes effective. If you request cancellation after a billing period has commenced, you remain responsible for the full Fees for that billing period, and no refunds or credits will be issued for any unused portion of the period.

5.3 Administrative Fees

Provider may charge additional Administrative Fees for: 

  • Service modifications or customizations 

  • Emergency deployment or expedited provisioning 

  • Additional cross-connects or dedicated connectivity 

  • Managed firewall services or advanced security features 

  • Custom SLA terms negotiated outside standard offerings 

  • Any other services or features not included in base subscription 

All Administrative Fees will be communicated in writing before work commences.

5.4 Price Adjustments and Legacy Pricing

5.4.1 Current Market Price and Legacy Pricing

“Current Market Price” means Provider’s then‑current standard list price or generally applicable standard rate for the relevant Service, as offered to new customers for substantially similar services, locations, and terms.​

“Legacy Pricing” means any pricing for a Service that is lower than the Current Market Price for that Service.

5.4.2 Price Adjustments and Notice

Provider may adjust the Fees for any Services from time to time in its discretion. Provider will provide you with reasonable prior written notice of any increase to recurring Fees (typically not less than thirty (30) days), including the effective date, the new pricing, and a brief explanation of the change (for example, changes in infrastructure costs, power, data center expenses, or other market conditions).​

Any such change will take effect on the date specified in the notice and will apply to the next billing cycle and thereafter, unless you terminate the affected Services in accordance with this Agreement before the effective date. Continued use of the affected Services after the effective date constitutes your acceptance of the adjusted Fees.

5.4.3 Legacy Pricing Alignment

From time to time, Provider may review Legacy Pricing and, where appropriate, adjust such pricing toward the applicable Current Market Price for the relevant Service. Provider may implement any such adjustment in one or more steps over a reasonable period (generally expected to be between eighteen (18) and twenty‑four (24) months for material differences), taking into account the magnitude of the variance, overall market conditions, and the relationship with the customer.​

Provider will use commercially reasonable efforts to phase in material increases over time rather than in a single step and will provide reasonable advance written notice of each adjustment. As a result, the total percentage change over any alignment period may be higher or lower than any routine annual adjustment expectations.

5.4.4 Expected Annual Adjustments and Market Movements

For Services that are already at or near Current Market Price, you can generally expect that routine annual adjustments to recurring Fees will typically be in the low single‑digit percentage range from the prior year, subject to prevailing market and cost conditions. This statement is intended to set expectations and does not limit Provider’s right to make larger or smaller adjustments where necessary to reflect changes in Current Market Price, material cost shifts, or other market conditions.​

If Provider reduces the Current Market Price for a Service on a sustained basis (for example, due to structural reductions in underlying infrastructure costs or competitive market conditions), Provider may, at its discretion, also reduce Fees for existing customers on that Service so that their pricing remains reasonably aligned with the then‑current market for similar services. Provider is not obligated to match temporary promotions or discounts offered to specific customers or for limited periods.

5.4.5 Customer Options Following a Price Change

If you receive notice of a Fee increase under this Section 5.4, you may:

  • Accept: Continue using the Service after the effective date, in which case the new pricing will apply automatically.

  • Discuss: Accounts may contact sales@liqc.com to discuss alternative commercial arrangements; any such arrangements will be at Provider’s discretion and must be documented in writing to be effective.

  • Request Cancellation: Request the cancellation of the affected Service by submitting a cancellation request on the portal prior to the effective date of the increase

5.5 Payment Methods and Failed Payments

You may pay via: 

  • Credit card (Visa, Mastercard, American Express) 

  • Bank transfer / ACH 

  • Paypal

  • Other methods arranged with Provider

If payment fails: 

  1. Provider will attempt to charge your payment method

  2. After 3 failed attempts, Provider will notify you via email

  3. If payment is not received within 10 days of notification, Provider may suspend services

  4. Suspended accounts are not eligible for SLA credits until payment is received 

  5. Service will be terminated if payment is not received within 30 days of notice 

5.6 Payment Methods and Failed Payments

All invoices are considered final unless disputed in writing within 60 days of invoice date. Disputes must include: 

  • Your name, account number, and contact information 

  • Invoice number and date 

  • Itemized explanation of the dispute 

  • Supporting documentation Provider will investigate within 10 business days and respond with findings

  • All disputes should be sent to accounting@liqc.com

6. Refund Policy

6.1 No Refunds for Provisioned Services

All fees are non-refundable once a service has been provisioned (server created, resources allocated, access provided). This includes: 

  • Initial setup and provisioning fees 

  • Monthly, quarterly, or annual recurring fees 

  • Services used, even for partial months 

  • Early termination or cancellation charges 

Rationale: IaaS services are immediately consumed upon provisioning; we allocate physical resources, data center space, and network capacity to your service at activation. Once resources are allocated and delivered, a refund is not possible. 

6.2 Service Credits (Not Refunds)

If Provider fails to meet SLA commitments, you may be eligible for Service Credits, which are: 

  • Applied only as credits against future invoices 

  • Not issued as cash refunds 

  • Not transferable or assignable 

  • Calculated per the SLA (Section 10) 

  • Your sole remedy for SLA failures 

6.3 Narrow Exception: Billing Errors

The only exception to the no-refund policy is documented billing errors caused by Provider. If Provider: 

  • Double-charges your account 

  • Bills you for services you did not order 

  • Charges incorrect pricing due to system error 

  • Charges you after termination when access was successfully removed 

Provider will issue a credit or refund within 30 days of identifying and confirming the error. Any errors should be reported to accounting@liqc.com.

7. Cancellation, Termination, and Access Removal

7.1 Cancellation by Customer

You may cancel your service subscription at any time by submitting a cancellation request on your portal (portal.liqc.com) or by providing written notice to Provider at support@liqc.com

Effective Date: Cancellation is effective immediately or at the end of the billing period, whichever is specified. 

Billing: 

  • If you cancel before your billing renewal date, no additional charges apply 

  • If you cancel after the billing renewal date has passed, you are liable for the full month 

  • No refunds are issued for partial months or early termination 

7.2 Cancellation by Provider

Provider may cancel your subscription with immediate effect at the Provider’s discretion. Reasons for cancellation may include (but are not limited to):

  • You breach material terms of this Agreement or the SLA

  • You fail to pay invoices within 30 days of due date and do not make payment within 10 days of suspension notice 

  • Your use of services poses a risk to Provider's infrastructure or other customers 

  • You engage in illegal activity or fraud 

  • Your systems are attacking other infrastructure or initiating DDoS attacks

  • You are subject to government sanctions or export control prohibitions 

  • Your use creates an imminent security or safety risk 

  • You violate the Acceptable Use Policy (Section 3.4)

  • You violate End User License Agreement 

7.3 Service Termination and Decommissioning

Upon cancellation or termination: 

  1. Termination Notice: You or Provider provides a cancellation date 

  2. Data Handling Plan: You and Provider agree on what happens to your data: Retention period (if any), secure deletion or wipe Data export or transfer 

  3. Access Removal: Provider removes administrative access, resets credentials, revokes API keys, and removes firewall rules 

  4. Credential Return: If applicable, you return any hardware tokens, security devices, or credentials to Provider

  5. Confirmation: Both parties confirm the termination is complete, data has been handled, and access is revoked

  6. Billing Adjustment: Billing stops upon confirmed access removal and service decommissioning

7.4 Access Removal and Re-Provisioning Requirement

CRITICAL: If you or anyone on your behalf removes or restricts Provider's administrative access (IPMI, SSH, console credentials) before Provider completes decommissioning, the following applies: 

Provider cannot decommission the server until access is restored. Until access is provided: 

  • Billing continues at full rate. You remain liable for all recurring monthly charges and Fees. 

  • Service remains "active" in Provider's systems. 

  • Termination date is extended until Provider can successfully access and securely wipe the server.

  • No refunds or credits are issued for the extended billing period. 

Your Options: 

  1. Provide Access: Restore Provider's administrative credentials within 10 days of removal notice 

  2. Immediate Decommissioning: If server can be physically removed from the data center without wiping, you may authorize immediate removal and accept liability for data retention risk 

  3. Customer-Managed Wipe: Perform secure data wipe yourself and confirm completion in writing; Provider will then remove the server 

Process if Access is Locked: 

  • Provider will notify you within 24 hours that access has been lost 

  • You have 10 days to provide credentials or authorize alternative decommissioning

  • If access is not provided within 10 days, Provider will continue billing and may escalate to management 

  • If no response within 30 days, Provider may pursue collection or legal action for unpaid charges 

Rationale: Once resources are committed to your service, Provider cannot reclaim or reallocate them until the server is securely wiped or removed. Billing continues because the infrastructure remains allocated to your account and cannot be allocated to any other account. 

7.5 Post Termination Obligations

After termination is complete: 

  • Provider will not retain your data beyond the agreed retention period 

  • Provider has no further responsibility for your systems, data, or operations 

  • You are responsible for any data recovery, backup, or disaster recovery planning 

  • All support and SLA commitments cease

  • You waive any claim to recover data after the retention period expires 

8. Confidentiality and Data Privacy

8.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's proprietary information, trading systems, market data, and business information disclosed during the course of this relationship. 

Provider's Obligations: 

  • Provider will not disclose your data, trading systems, or configuration to third parties without your written permission 

  • Provider will protect your data with industry-standard security measures

  • Provider will comply with your data security and privacy requirements unless they conflict with law 

Exception: Provider may disclose information if required by law, court order, regulatory authority, or legal process, provided that Provider notifies you of the disclosure where legally permissible. 

8.2 Your Data

You acknowledge that: 

  • You are responsible for the content, legality, and compliance of data stored on Provider's servers 

  • You are responsible for obtaining necessary licenses, permissions, and consents for your data 

  • You grant Provider the right to store, transmit, and backup your data as necessary to provide services 

  • You maintain all responsibility and liability for your data 

Provider will not monitor, inspect, or analyze your data except:

  • As necessary to troubleshoot technical issues (with your permission or knowledge) 

  • To comply with court orders or government requests 

  • To protect Provider's infrastructure from attack or abuse 

8.3 Data Retention and Deletion

Upon service termination, you must specify what you want Provider to do with your data: 

  • Retention: Data retained for [X days - customer defined] at no cost, then deleted 

  • Export: You export data before termination; Provider deletes after agreed period 

  • Secure Wipe: Provider performs DOD or other certified secure wipe before server reuse 

If no specification is provided, Provider will securely wipe the server within 90 days of termination.

9. Limitation of Liability and Disclaimers

9.1 Services Provided “As-Is”

Provider's services are provided "as-is" and "as-available" without warranties of any kind, express or implied, including but not limited to: 

  • Warranties of merchantability or fitness for a particular purpose 

  • Warranties of accuracy, completeness, or reliability 

  • Warranties regarding trading success, profitability, or financial performance 

  • Warranties that services will be uninterrupted or error-free 

Provider disclaims all liability for: 

  • Trading losses or market losses incurred while using the services 

  • Downtime or service interruptions caused by you or third parties 

  • Performance degradation due to your systems, applications, or misconfiguration 

  • Data loss or corruption due to your failure to maintain backups 

  • Regulatory penalties or compliance failures due to your trading activity

9.2 Limitation of Liability

Provider's total liability to you for any claims arising out of or related to this Agreement, the services, or your use thereof, shall be limited to the lesser of: 

  1. The amount of recurring service fees you paid in the month in which the claim arose, OR 

  2. $2,000 USD 

This limitation applies regardless of the nature of the claim (contract, tort, copyright or IP infringement, negligence, strict liability, etc.) and regardless of whether Provider has been advised of the possibility of such damages. 

9.3 Excluded Damages

In no event shall Provider be liable for: 

  • Indirect, incidental, consequential, special, or punitive damages 

  • Lost profits, lost revenue, or lost business opportunities 

  • Trading losses or market losses 

  • Loss of data, corruption, or unauthorized access 

  • Business interruption or loss of use 

  • Damages arising from third-party actions or claims 

This exclusion applies even if Provider has been advised of the possibility of such damages. 

9.4 No Investment or Trading Advice

You acknowledge and agree that: 

  • Provider does not provide investment, financial, tax, or legal advice 

  • Provider does not recommend trading strategies, securities, or venues 

  • All trading decisions and results are your sole responsibility

  • Provider makes no representation about trading success or profitability 

Your use of Provider's services and any trading decisions based thereon are made at your own risk. 

9.5 Third-Party Services and Brokers

If you use Provider's services to connect to third-party brokers, exchanges, or trading platforms:

  • Provider is not affiliated with or responsible for third-party services 

  • Provider does not endorse or guarantee third-party performance 

  • You are responsible for your accounts, compliance, and agreements with third parties 

  • Provider is not liable for third-party failures, disputes, or claims

10. Intellectual Property and Restrictions

10.1 Provider’s Intellectual Property

All rights, title, and interest in Provider's services, software, documentation, and infrastructure are owned exclusively by Provider or its licensors. You are granted a limited, non-exclusive, non-transferable license to use the services solely for your internal business use during the time your services are active. 

You may not:

  • Reproduce, copy, or distribute Provider's services or documentation 

  • Reverse-engineer, decompile, or attempt to derive the source code or functionality 

  • Create derivative works or modifications 

  • Sell, lease, or resell the services or any part thereof 

  • Use the services to provide hosting or services to third parties without written permission 

10.2 Your Content

You retain all rights to your data, applications, and content stored on Provider's servers. By storing content on Provider's systems, you grant Provider the limited right to: 

  • Store, transmit, and backup your content as necessary to provide services 

  • Use your content solely as necessary for service delivery 

  • Comply with legal requests for your data 

Provider does not claim ownership of your content. 

10.3 Feedback and Suggestions

Any feedback, suggestions, or ideas you provide to Provider regarding services, features, or improvements may be used by Provider without obligation or compensation. 

11. Compliance and Export Controls

11.1 Legal Compliance

You represent and warrant that:

  • You have the legal right and authority to enter into this Agreement 

  • You will comply with all applicable laws, regulations, and rules governing your use of the services 

  • Your use of services for trading or financial purposes complies with all applicable securities, commodities, and exchange rules 

  • You will not use services for illegal activity, fraud, scams, spam, or market manipulation

11.2 Legal Compliance

Certain software and infrastructure provided by Provider may be subject to U.S. export controls. You represent and warrant that: 

  • You are not a citizen or resident of any U.S.-embargoed country 

  • You are not listed on any U.S. government denied persons, specially designated nationals, or sanctions list 

  • You will not use the services in any manner prohibited by U.S. export control laws 

  • You will not export or re-export the services or technology to prohibited countries or persons 

Provider may require compliance verification and may suspend services if export control violations are suspected. 

11.3 Sanctions and Restricted Parties

Provider may screen customers against government sanctions lists and may suspend or terminate services if you are found on such lists or suspected of sanctions violations.

12. Dispute Resolution and Governing Law

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. 

12.2 Jurisdiction and Venue

You agree that any legal action or proceeding arising from this Agreement shall be brought exclusively in the federal or state courts located in Travis County, Texas, and you consent to the jurisdiction and venue of such courts.

12.3 Dispute Resolution Process

Before initiating legal proceedings: 

  1. Good Faith Discussion: Both parties will attempt to resolve disputes through direct communication between management representatives within 10 business days 

  2. Escalation: If unresolved, the dispute will be escalated to VP-level or equivalent management for negotiation 

  3. Mediation (Optional): The parties may mutually agree to pursue non-binding mediation before litigation 

  4. Arbitration: The parties may mutually agree to pursue Arbitration before litigation.

  5. Litigation: If unresolved after escalation, either party may pursue legal action per Section 13.2

12.4 Limitation on Claims

Any claim or cause of action arising from or related to this Agreement must be brought within one (1) year after the claim accrues. Any claim brought after one year is barred and waived. 

13. Indemnification

13.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless Provider, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from or related to: 

  • Your violation of this Agreement, the End User License Agreement, or applicable laws 

  • Your use of the services in violation of regulations or exchange rules 

  • Your trading activity, decisions, or strategies using the services 

  • Your data, content, or applications stored on Provider's servers 

  • Claims by third parties regarding your trading, data, or use of services 

  • Your breach of the Acceptable Use Policy 

14. Termination and Survival

14.1 Termination of Agreement

This Agreement and your services may be terminated per Section 8 (Cancellation and Termination). Upon termination: 

  • Your right to use the services ceases  test

  • Provider removes your access and decommissions your servers 

  • Billing stops upon confirmed access removal 

  • Provider and you release each other from further obligations, except as provided below 

14.2 Survival

The following provisions survive termination: 

  • Section 3.3: Account Information and Security (continuing responsibility for past activity) 

  • Section 5: Payment Terms (payment for services rendered through termination) 

  • Section 6: Refund Policy (no refunds after termination) 

  • Section 8: Confidentiality and Data Privacy 

  • Section 9: Limitation of Liability and Disclaimers 

  • Section 10: Intellectual Property 

  • Section 11: Compliance and Export Controls Section 13: Dispute Resolution and Governing Law 

  • Section 13: Indemnification 

15. General Provisions

15.1 Entire Agreement

This Agreement, combined with the Service Level Agreement and any signed service order, constitutes the entire agreement between you and Provider regarding the services. All prior negotiations, understandings, and agreements are superseded. No party has relied on any oral or written statements outside this written Agreement. 

15.2 Amendment and Waiver

Provider may amend this Agreement upon 30 days' notice (or immediately for minor clarifications). Your continued use of services constitutes acceptance. If you do not agree, you may terminate per Section 8. 

No waiver of any provision of this Agreement is effective unless in writing and signed by both parties. 

15.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement will remain in full force and effect. 

15.4 Assignment

You may not assign or transfer this Agreement to any third party without Provider's written consent. Provider may assign this Agreement to successor companies or service providers with notice. 

15.5 Notices

All notices required under this Agreement shall be in writing and sent to: 

To Provider: 

Liquidity Connect, LLC 

1744 Bovina Dr 

Leander, TX 78641 USA 

Email: support@liqc.com 

To You: 

The contact information in your service order.

Notices are effective when sent (for email) or upon receipt (for mail). 

15.6 Force Majeure

Neither party is liable for failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government action, or third-party failures. The affected party will notify the other promptly and use reasonable efforts to resume performance. 

15.7 No Third-Party Beneficiaries

This Agreement is solely between you and Provider. No third party has any rights or benefits under this Agreement.

15.8 Relationships of Parties

You and Provider are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. 

16. Acceptance and Acknowledgment

16.1 Electronic Acceptance

By submitting an order, clicking "I Agree," or using the services, you acknowledge that you have: 

  1. Read and understand this entire Agreement and the SLA

  2. Agreed to be bound by all terms and conditions 

  3. Authorized Provider to charge your payment method for recurring fees 

  4. Designated an Authorized Contact for communications and approvals 

  5. Received a copy of the SLA and understand the service commitment

16.2 Signature and Execution (if required) 

For enterprise accounts or custom agreements, this Agreement may require electronic signature via: 

  • HubSpot e-signature 

  • DocuSign or similar platform 

  • Email confirmation from authorized signatory 

Upon execution, both parties are bound by the terms.

16.3 Continued Acceptance

Your continued use of Provider's services after updates to this Agreement or the SLA constitutes your acceptance of the updated terms, subject to the notice requirements in Section 1.3. 

17. Acknowledgment of Understanding

By executing or electronically accepting this Agreement, you acknowledge: 

  1. You have read and understand all terms and conditions in this Agreement and the SLA 

  2. You understand your responsibilities for OS, applications, data, and trading systems (Section 3) 

  3. You understand the no-refund policy for provisioned services (Section 6) 

  4. You understand that if you lock Provider out of your server, billing continues until access is provided (Section 7.4)

  5. You understand the payment terms, pricing adjustments, and automatic renewal (Section 5) 

  6. You understand the limitation of liability and disclaimer of warranties (Section 9) 

  7. You agree to be bound by this Agreement and the SLA 

  8. You authorize Provider to charge your designated payment method for recurring subscription fees