Liquid Social Expert Affiliates Agreement

Last modified: July 9, 2018

I. Acceptance of the Agreement

This Liquid Social Expert Affiliate Agreement (the “Agreement”) is between Liquid Social, LLC, a New York limited liability company (“Liquid Social”, “we”, “us” or “our”), and the individual who accepted the terms set forth herein by clicking “I Accept” (“Expert”, “you”, or “your”). This Agreement shall govern your access and use of Liquid.Social, including any content, functionality, and services offered on or through Liquid.Social (collectively, the “Website”) and will be effective as of the date that you click “I Accept” (the “Effective Date”). PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING “I ACCEPT” BELOW AND USING THE SYSTEM, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND AGREE THAT YOU WILL BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE WEBSITE.

This Website is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with Liquid Social and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

II. Changes to the Agreement

We may revise and update terms of this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

Your continued use of the Website following the posting of a revised Agreement means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

III. Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who access the Website through your internet connection are aware of this Agreement and comply with them.

To access the Website or some of the resources it offers, you will be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You must treat your user name, password, or any other piece of information as part of our security procedures as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You may never use another’s account without permission.

Although Liquid Social will not be liable for your losses caused by any use of your account, you may be liable for the losses of Liquid Social or others due to such unauthorized use.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

IV. Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Liquid Social, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

This Agreement permits you to use the Website only as authorized hereunder. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

  • Modify copies of any materials from this site other than with respect to original content that you have produced.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website except as expressly authorized herein.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Agreement, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Liquid Social. Any use of the Website not expressly permitted by this Agreement is a breach of the Agreement and may violate copyright, trademark, and other laws.

V. Ownership

You retain all ownership rights in in the original content you upload to the Website. However, by submitting content, including your User Contributions, to Liquid Social, you hereby grant Liquid Social a worldwide, perpetual, non-exclusive, royalty-free (other than with respect to any applicable Revenue Share for Customer purchases, as those terms are defined herein), sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the Website and Liquid Social’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Website, including, but not limited to our Customers, a non-exclusive license to access your content through the Website, and to use, reproduce, distribute, display and perform such content as permitted through the functionality of the Website and under our End User Terms of Service.

You further agree that content you submit to the Website will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Liquid Social all of the license rights granted herein.

VI. Non-Exclusivity

You retain the right to perform the same or similar type of services for third parties during the time you provide services to Liquid Social, except that, during the Term (as defined below) and for a period of one (1) year thereafter, you shall not, directly or indirectly induce, influence, contact, or encourage, any other Expert, end user, customer, vendor, or other similar third party of Liquid Social that became known to your directly or indirectly pursuant to your use of the Website (each, a “Customer”) to alter, terminate or breach its contractual or other business relationship with Liquid Social, or solicit business from any Customer, other than with respect to the provision of your content and/or services via the Website as permitted hereunder.

VII. Trademarks

The Liquid Social name, the term “Liquid Social,” the Liquid Social logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Liquid Social or its affiliates or licensors. You must not use such marks without the prior written permission of Liquid Social. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

VIII. Prohibited Uses

You may use the Website only for lawful purposes and in accordance with this Agreement. You agree not to use the Website:

  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
  • To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set forth herein.
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
  • To impersonate or attempt to impersonate Liquid Social, a Liquid Social employee or agent, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Liquid Social or users of the Website or expose them to liability.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
  • Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
  • Use any device, software, or routine that interferes with the proper working of the Website.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Website.

IX. User Contributions

The Website may contain message boards, chat functionality, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in the Agreement. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose/according to your account settings.

You represent and warrant that:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates, service providers, Customers, and each of their and our respective licensees, successors, and assigns.
  • All of your User Contributions do and will comply with the Agreement.
  • You will not improperly use or disclose any confidential information or trade secrets, if any, of any current or former employer or any other person to whom you have an obligation of confidentiality, nor will your use of the Website or provision of User Contributions violate the terms of any agreement you have with any third party.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Liquid Social, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

X. Expert Relationship with Customers

You acknowledge that neither this Agreement, nor your use of the Website, provides you with a contractual relationship with any Customer. The only information you will receive about Customers is what is provided to you through the Website (“Customer Data”). You understand and agree that you will indemnify, defend, and hold harmless Liquid Social for any issues arising out of your use of any Customer Data.

XI. Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Agreement, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for Liquid Social.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
  • Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of the Agreement.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS LIQUID SOCIAL AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY LIQUID SOCIAL ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER LIQUID SOCIAL OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

XII. Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue until terminated as permitted hereunder (the “Term”). The Agreement may only be terminated as follows:

  1. By either party by providing written notice to the other party, at least thirty (30) days prior to the expiration of any Term, with such termination being effective as of the end of the Term.
  2. In the event that either party breaches any term or condition of the Agreement in any material respect, the other party shall have the right to terminate the Agreement if the breaching party has not cured such breach within five (5) days of receiving written notice from the non-breaching party.
  3. Notwithstanding anything to the contrary, Liquid Social may, in its sole discretion, terminate the Agreement immediately upon written notice in the event of any unauthorized or unlawful usage by you or any third party gaining access to the Services, directly or indirectly, through or as a result of your use of the Website.

Upon termination of the Agreement you may no longer access Customer Data, the Website (or any User Contributions contained therein) or any rights or licenses granted to Retailer hereunder. Other than in the event of a termination due to your breach, Liquid Social shall continue to provide you with all applicable Revenue Shares for Customer purchases made prior to the effective date of termination.

The terms of Sections IV, V, VI, VII, IX, X, XV, XXII, XXIII, XXIV, XXV, XXVI, XXVII, XXVIII, and XXIX shall survive the termination or expiration of the Agreement. Other than in the event of a termination due to your breach, we will continue to provide you with all applicable payments for Customer purchases of your content made prior to the effective date of termination.

XIII. Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material that is false, misleading, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement and our Privacy Policy.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  • Impersonate any person, or misrepresent your identity, experience, credentials or affiliation with any person or organization.
  • Other than with respect to authorized courses and related materials, involve commercial product sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Liquid Social does not endorse any content submitted to the Website by you or any other Expert, Customer or other licensor, or any opinion, recommendation, or advice expressed therein, and Liquid Social expressly disclaims any and all liability in connection with content. Liquid Social does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and Liquid Social will remove all content if properly notified that such content infringes on another’s intellectual property rights. Liquid Social reserves the right to remove content without prior notice.

XIV. Copyright Infringement

If you believe that any content infringes upon a copyright that you own, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us, at the email address listed in the section, with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You may direct copyright infringement notifications to Mike Frankel (CEO), email: support@liquid.social. You acknowledge that if you fail to comply with all of the requirements set forth above your DMCA notice may not be valid and Liquid Social may not have the ability to remove the allegedly infringing content.

If your content that you have uploaded to the Website has been removed by Liquid Social as a result of third party’s DMCA notice or otherwise and if you believe that content that is not infringing, or that you have the appropriate authorization from the copyright owner, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to Mike Frankel (CEO), email: support@liquid.social:

  • Your physical or electronic signature;
  • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  • Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in New York, NY, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by Liquid Social we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Liquid Social’s sole discretion.

XV. Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes and is under no circumstances offered for the purpose of providing health, legal or financial advice. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website includes content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Liquid Social, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Liquid Social. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

XVI. Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

XVII. Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

XVIII. Online Purchases, Pricing, Chargebacks, Other Terms and Conditions

Any purchases of your content made via the Website by any Customer shall be processed by Liquid Social’s third party payment processing vendor subject to any additional terms and conditions that may be provided to you by Liquid Social. [As an Expert on the Website, you will be responsible for determining the base price you charge Customers for your content. You can adjust your pricing via the dashboard located here]. You agree to provide us with any necessary bank account, routing number, or other information as may be required by the third party payment provider. You agree that you and Liquid Social shall split the revenue resulting from such Customer purchases at the rate [set forth on our account creation site] (the “Revenue Share”). Neither Liquid Social, nor its third party payment processor, shall be liable for any failure to provide you with Revenue Share payments in the event that (i) you have failed to provide Company with accurate, up-to-date payment routing information; or (ii) an applicable Customer has failed to pay Liquid Social any applicable fees.

Liquid Social shall have the right, at its sole discretion, to issue Customers refunds and/or credits in the event such Customers are not pleased with any courses or course materials they have purchased. Customers may also raise payment card network disputes (also known as “chargebacks”) when an Expert fails to adequately provide course-related services or materials. In the event of high refund requests and/or chargeback rates (exceeding 1% of Customers for your content) Liquid Social may, at its sole discretion, suspend your access to the website, terminate this Agreement, or withhold subsequent Revenue Shares until such disputes are resolved. If we ban your account or disable your access to the Website due to your violation of these Terms, you will not be eligible to receive any credit or refund.

Additional terms and conditions may also apply to specific portions, services, or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into this Agreement.

XIX. Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

This Website may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content on this Website.
  • Send emails or other communications with certain content, or links to certain content, on this Website.
  • Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
  • Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
  • Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of the Agreement.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in the Agreement.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

XX. Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

XXI. Geographic Restrictions

The owner of the Website is based in the state of New York in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

XXII. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER LIQUID SOCIAL NOR ANY PERSON ASSOCIATED WITH LIQUID SOCIAL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER LIQUID SOCIAL NOR ANYONE ASSOCIATED WITH LIQUID SOCIAL REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, LIQUID SOCIAL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

XXIII. Limitation on Liability

LIQUID SOCIAL SHALL HAVE NO LIABILITY WHATSOEVER FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST REVENUE OR PROFITS, LOSS OF OPPORTUNITY OR DISRUPTION OF BUSINESS) OF THE RETAILER OR ANY THIRD PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOUR EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION AGAINST LIQUID SOCIAL, ITS AFFILIATES, ITS VENDORS OR ITS SUBCONTRACTORS IN CONNECTION WITH YOUR USE OF THE WEBSITE OR THE PERFORMANCE OF ANY SERVICES AND REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, TORT INCLUDING NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE ACTION) SHALL BE LIMITED TO PAYMENT FOR ACTUAL DAMAGES UP TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE TOTAL AMOUNTS PAID TO YOU HEREUNDER DURING THE TWELVE MONTH PRECEDING THE DATE THE CAUSE OF ACTION AROSE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

XXIV. Indemnification

You agree to defend, indemnify, and hold harmless Liquid Social, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (i) your violation of the Agreement or your use of the Website, including but not limited to any content, services, or products other than as expressly authorized in the Agreement; (ii) your interactions with any Customers, including any Customer-initiated chargebacks resulting from your acts or omissions.

XXV. Governing Law and Jurisdiction

All matters relating to the Website and the Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, the Agreement or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City of New York and County of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

XXVI. Arbitration

At Liquid Social’s sole discretion, it may require you to submit any disputes arising from the Agreement or your use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.

XXVII. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

XXVIII. Waiver and Severability

No waiver by Liquid Social of any term or condition set out in the Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Liquid Social to assert a right or provision under the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

XXIX. Entire Agreement

The Agreement and our Privacy Policy constitute the sole and entire agreement between you and Liquid Social regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

XXX. Your Comments and Concerns

This website is operated by Liquid Social, 16 E 40th St. #802 New York, NY 10016.

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