LIQUID Rewards

Terms and Conditions

TERMS OF USE

The Liquid Member Inc. website and other related features or services (collectively, the “Services”) are governed by these Terms of Use (the “Terms”) which is a legally binding agreement between you, the user of the Services (“you” and “your”) and Liquid Member Inc. (“Liquid”, the “Company”, “us”, “our”, and “we”). Certain Services may be subject to additional terms, conditions, rules or requirements, which will be posted in connection with such Services, and such additional terms, conditions, rules or requirements are incorporated by reference into these Terms.

By accessing or using the Services, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent).  You also represent and warrant that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years of age (a “Minor”), that you are using the Services with the express consent of your parent or legal guardian, and that you have received your parent’s or legal guardian’s express permission to use the Services and agree to these Terms.  If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless Liquid if the Minor breaches any of these Terms.  If you are not at least 13 years of age, you may not use the Services.  If you do not agree with all of the provisions in these Terms, do not access and/or use the Services.

PLEASE BE AWARE THAT THESE TERMS CONTAIN PROVISIONS GOVERNING HOW DISPUTES WILL BE RESOLVED BEWEEN YOU AND US. AMONG OTHER THINGS, THESE TERMS INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  THESE TERMS ALSO CONTAIN A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ SECTION THOSE CAREFULLY.

YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

Eligibility. By agreeing to the Terms, you represent and warrant to us: (i) that you are either at least eighteen (18) years of age or you are a Minor who has the express consent of your parent or guardian to use the Services; (ii) that you have not previously been suspended, removed, or deactivated from the Services; and (iii) that your registration and your use of the Services is in compliance with any and all applicable laws and regulations. Any breach of these representations may result in Liquid terminating your Account and any associated Rewards, and revoking your permission to use the Services.

Registration.  

Registration.  To use the Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form, including your name, phone number and email address.  You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Services and Liquid may suspend or terminate your Account in accordance with these Terms.  

Account Responsibilities.  You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account.  You agree to immediately notify Liquid of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security.  Liquid cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Offers, Benefits and Rewards. Depending on your eligibility, Liquid may make available to you certain Offers, Benefits and Perks (as defined below) related to third-party products and services, including products and services of a Liquid Creator Partner whose service you subscribe to (a “Creator”) and who make products and services available to their subscribers on the Liquid Platform. Factors that determine your eligibility to take advantage of such Offers, Benefits and Perks include but are not limited to: (i) verified participation as a paid subscriber to a service offered by a Creator, (ii) payment of a subscription fee to Liquid for the Services, and (iii) the provision of access to and use of the Services by Liquid in its sole discretion. An “Offer” is an opportunity to earn Rewards on the purchase of certain products and services that are offered by a third party. Offers may have different eligibility and redemption criteria. A “Benefit” is an opportunity to earn a Reward or other non-cash-back benefit that is offered either by Liquid or by a Creator. Benefits may have different eligibility and redemption criteria. Liquid is not responsible for the delivery or redemption of any non-cash-back Benefits offered by a Creator. “Perks” are non-cash-back opportunities offered by a Creator that depend on the amount of the purchases you make in relation to your membership with the Creator. The cash-back that you earn when you purchase goods and services through Offers or Benefits through the Services are “Rewards”. Liquid is solely responsible for the payment of cash-back Rewards and the Creator is responsible for the delivery of non-cash-back Rewards and Perks.  Rewards that you earn will be tracked in your Liquid account on the Services. Your entitlement to Rewards is based on our ability to confirm your purchase of products or services made available through the Offers and Benefits on the basis of settled transactions we can confirm through a financial institution data feed connected to your Account. Each Offer and Benefit may be subject to additional terms and may be discontinued by Liquid or the Creator at any time without notice or liability. Your progress toward earning Rewards is available to be viewed on your Account. Liquid may, in its sole discretion: (i) determine the level of Offers and Benefits you are eligible for, (ii) determine whether or not you are eligible to take advantage of an Offer or Benefit, (iii) determine whether or not you have earned Rewards as a result of an Offer or Benefit; or (iv) adjust your Rewards total to accurately and fairly reflect the Rewards that you earned. Liquid may, in its sole discretion, deduct from your Liquid account any Rewards that Liquid determines you have not earned or that you have earned in violation of these Terms. Prior to distribution, Rewards have no monetary value and you may not obtain any cash, money, or anything of value in exchange for your Rewards except as made available by Liquid under this Section 4. Liquid does not warrant the accuracy of or timeliness of the information displayed on the Services. Descriptions of Offers, Benefits and Perks may include inaccuracies or typographical or other errors. You agree that neither we, the Creator nor the third parties are responsible for such errors and that we, the Creator and the third parties reserve the right to correct them when they are discovered. We, the Creator and third parties reserve the right to cancel all transactions affected by such errors, debit any amounts associated with your Liquid rewards balance, without any liability to you.

Rewards.  

Redemption of Rewards. Provided that you have accumulated at least Five Dollars (US $5.00) in Rewards in your Account (the “Minimum Distribution Amount”) and that you have connected your Account to an account you maintain at a financial institution, you may request that Liquid distribute your Rewards using one of the options on the Site. The available distribution options are subject to change without notice to you, and Liquid reserves the right to add, alter or remove any distribution method at any time and for any reason. You may not redeem any Rewards, and you may not obtain any cash, money, or anything of value in exchange for your Rewards prior to reaching the Minimum Distribution Amount, or if subsequently your Rewards fall below the Minimum Distribution Amount, for as long as your Rewards remain below the Minimum Distribution Amount. Liquid may change the Minimum Distribution Amount at any time. Liquid may, at its sole discretion, limit the amount of Rewards that you can distribute in any given period of time or for any particular transaction. If you close your Liquid Account and you have undistributed Rewards that meet or exceed the Minimum Distribution Amount, you must redeem such Rewards prior to closing your Account. If Liquid removes or deactivates your Account, or if you fail to distribute your Rewards when you close your Account, or if at the time of closing your Account you have less than the Minimum Distribution Amount in your Account, any rights you have to the Rewards in your account will terminate and you will no longer be eligible to redeem or receive a distribution of such Rewards.

Taxes. Rewards that you earn may be subject to taxes. You will be solely responsible for any and all taxes arising out of your receipt of Rewards and you agree to provide Liquid with information Liquid requests in connection with applicable federal, state, and local tax laws. You are solely responsible for any tax liability (including fees, penalties or fines) incurred by Liquid as a result of your action or inaction in connection with the foregoing (including your failure to provide Liquid with information). You agree that Liquid is authorized to deduct such tax liability from your Rewards.

Escheatment. Under applicable state law, certain property that is presumed abandoned after a certain period of time may under certain circumstances escheat to the applicable state department of revenue. You accept and agree that any amounts that remain in your Liquid account after any applicable period may be reported to your state of residence as unclaimed property, and Liquid may be required to escheat (transfer) any funds remaining in your Account to your last-known state of residence. Liquid shall have no liability to you, your respective heirs, legal representatives, successors and assigns, or any other party, should any or all of the remaining funds in your Account escheat by operation of law.

Account Information from Third Parties. To take advantage of the Services, including the Rewards, you must authorize Liquid to retrieve your transaction-related information maintained online by third parties with which you have a relationship, maintain an account, or engage in financial transactions (“Account Information”), including, without limitation, debit card, credit card or bank account information. Liquid works with one or more online service providers to access this account Information. Some exclusions may apply and Liquid reserves the right to determine in its sole discretion whether a linked account qualifies to participate in the Services. Liquid cannot anticipate or control technical or other issues which may result in failure to obtain data, loss of data, or other service interruptions. Liquid assumes no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any data, communications or personalization settings. You can update your Account information through the Services, in the manner prescribed in the related instructions.

Access to the Services 

Certain Restrictions.  The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content or Offers, Benefits or Perks displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive website, product, or service; (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (e) you shall not redeem or attempt to redeem Offers, Benefits or Perks for products or services that have not actually be purchased and retained, or for products that have been purchased but returned to a store or online vendor following purchase. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms.  All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.

Modification. Liquid reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) and any of the Offers, Benefits or Perks with or without notice to you.  You agree that Liquid will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or Offers, Benefits or Perks or any part thereof.

No Support or Maintenance.  You acknowledge and agree that Liquid will have no obligation to provide you with any support or maintenance in connection with the Services.

Ownership.  Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Liquid or Liquid’s vendors or suppliers.  Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Liquid and its vendors and suppliers reserve all rights not granted in these Terms.  There are no implied licenses granted under these Terms.

Feedback.  If you provide Liquid with any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Liquid all rights in such Feedback and agree that Liquid shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.  Liquid will treat any Feedback you provide as non-confidential and non-proprietary.  You agree that you will not submit to Liquid any information or ideas that you consider to be confidential or proprietary.

User Content

User Content.  “User Content” means any and all information and content that you submit to, or use with, the Services (e.g., content in your Account profile or postings such as an Account photo). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (as defined below).  You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Liquid. Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy.  Liquid is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice.  You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

License.  You hereby grant (and you represent and warrant that you have the right to grant) to Liquid an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

Acceptable Use Policy.  The following terms constitute our “Acceptable Use Policy”:

You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable, (iii) that is harmful to minors in any way, or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii)  use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

Enforcement.  We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.

Indemnification.   You agree to indemnify and hold Liquid (and its shareholders, directors, officers, employees, attorneys and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content.  Liquid reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.  You agree not to settle any matter without the prior written consent of Liquid.  Liquid will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Third-Party Links and Advertisements; Other Users; Release.

Third-Party Links and Advertisements.  The Services, including the Offers, Benefits and Perks, may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links and Ads”).  Such Third-Party Links and Ads are not under the control of Liquid, and Liquid is not responsible for any Third-Party Links and Ads.  Liquid provides access to these Third-Party Links and Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Ads. You use all Third-Party Links and Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links and Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links and Ads.

Other Users.  Each user of our Services is solely responsible for any and all of its own User Content.  Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content. Your interactions with other Services users or Creators are solely between you and such users or Creators. You agree that Liquid will not be responsible for any loss or damage incurred as the result of any such interactions.  If there is a dispute between you and any Services user or any Creator, we are under no obligation to become involved.

Release.  You hereby release and forever discharge Liquid (and our shareholders, directors, officers, employees, attorneys, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Services users, Creators or any Third-Party Links and Ads).  IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Disclaimers. THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND LIQUID (AND OUR VENDORS AND SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.  WE (AND OUR VENDORS AND SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LIQUID (OR OUR VENDORS OR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF LIQUID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE REASONABLY FORESEEABLE. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR INFORMATION PROCESSING SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LIQUID’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF TEN US DOLLARS ($10.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR VENDORS AND SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Term and Termination.   Subject to this Section, these Terms will remain in full force and effect while you use the Services. We may suspend or terminate your rights to use the Services (including your Account) at any time and for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately.  You understand that any termination of your Account may involve deletion of your User Content and accumulated Rewards.  Liquid will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account, deletion of your User Content and forfeiture of your Rewards if you fail to claim such Rewards within thirty (30) days after the effective date of termination. If you have paid a subscription fee to Liquid for the use of the Services, upon termination, Liquid will refund a prorated portion of the subscription fee that you have paid in advance attributable to the remaining days in the month. In the event that Liquid suspects that you have engaged in fraud or abuse, Liquid may suspend or void any Rewards associated with the suspect transaction. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 5.2 through 5.5 and Sections 6 through 13.

Copyright Policy. Liquid respects the intellectual property of others and asks that users of the Services do the same.  In connection with the Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of the Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of the Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

Your physical or electronic signature;
Identification of the copyrighted work(s) that you claim to have been infringed;
Identification of the material on the Services that you claim is infringing and that you request us to remove;
Sufficient information to permit us to locate such material;
Your address, telephone number, and e-mail address;
A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (false statements) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Liquid is: Liquid Copyright Compliance Department
Address of Agent: 1688 Meridian Avenue, Suite 700, Miami Beach, FL  33139
Telephone: 754-273-7435
Email: contracts@liquidrewards.com

General

Changes.  These Terms are subject to revision from time to time, and if we make any substantial revisions, we may notify you by sending you an e-mail to the last email address you provided to us (if any), and/or by posting notice of the changes on the Services. You are responsible for providing us with your most current email address.  In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of the Services following notice or posting of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

Dispute Resolution. Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Liquid, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective shareholders, directors, officers, employees, agents, attorneys and representatives (collectively, the “Liquid Parties”) and limits the manner in which you can seek relief from the Liquid Parties. 

Applicability of Arbitration Agreement.  You agree that any dispute between you and any of the Liquid Parties relating in any way to the Services, the services offered on the Services or these Terms will be resolved by binding arbitration, rather than in court, except that (1) you and the Liquid Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the Liquid Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies.  Such agencies can, if the law allows, seek relief against the Liquid Parties on your behalf.  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of these Terms.

Informal Dispute Resolution. There may be instances when a Dispute arises between you and Liquid. If that occurs, Liquid is committed to working with you to reach a reasonable resolution. You and Liquid agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Liquid therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will confer in person, by telephone or by videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. 

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Liquid that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to: contracts@liquidrewards.com, or by regular mail to 1688 Meridian Avenue, Suite 700, Miami Beach, Florida 33139. The Notice must include: (1) your name, telephone number, mailing address, email address associated with your Account (if you have one); (2) the name, telephone number, mailing address and email address of your counsel, if any; and (3) a description of your Dispute. 

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

 Arbitration Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Liquid agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Liquid otherwise agree, or the Batch Arbitration process discussed in Subsection 10.2(h) is triggered, the arbitration will be conducted in Miami-Dade County, Florida. Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.

You and Liquid agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class or Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class or Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

 Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION 14.2(A) YOU AND THE LIQUID PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Liquid Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 14.2(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 

Waiver of Class or Other Non-Individualized Relief.  YOU AND LIQUID AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 14.2(h)  EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Subsection 14.2(h) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class or Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Liquid agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Maimi-Dade County, Florida. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Liquid from participating in a class-wide settlement of claims.

Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Liquid need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Liquid agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against Liquid by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the JAMS, and the JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Liquid.

You and Liquid agree to cooperate in good faith with the JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

30-Day Right to Opt-Out.  You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: 1688 Meridian Avenue, Suite 700, Miami Beach, Florida 33139, or email to: contracts@liquidrewards.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us or may enter into in the future with us.

Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Liquid as detailed in this Arbitration Agreement must be initiated by arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Liquid makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Liquid at the following address: 1688 Meridian Avenue, Suite 700, Miami Beach, Florida 33139, or email to: contracts@liquidrewards.com. Unless you reject the change within 30 days of such change becoming effective by writing to Liquid in accordance with the foregoing, your continued use of the Services, including the acceptance of offers, benefits, products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any offers or benefits received, any products sold or distributed through the Services or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Liquid will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms. 

Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Liquid, or any products utilizing such data, in violation of the United States export laws or regulations. 

Disclosures.  Liquid is located at the address in Section 14.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Electronic Communications.  The communications between you and Liquid use electronic means, whether you use the Services or send us emails, or whether Liquid posts notices on the Services or communicates with you by email. For contractual purposes, you (a) consent to receive communications from Liquid in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Liquid provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.  If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  Your relationship to Liquid is that of an independent contractor, and neither party is an agent or partner of the other.  These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Liquid’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  Liquid may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees. 

Copyright/Trademark Information.  Copyright © 2024 Liquid Member Inc. All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

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Last Updated on: May 29, 2024