This End User License Agreement ("Agreement") is made and entered into by and between LIQVID PTE. LTD., a private limited company organized under the laws of Singapore ("LIQVID"), and you ("You" or "Your"), the user of the Liqvid System software ("Software"). This Agreement will be effective when you agree to the Liqvid Terms of Use, Privacy Policy, DPA and License Agreement upon sign up into Liqvid System, giving your consent with the License Agreement or continue to use the Software, and Your signup into Liqvid System or continued use of the Software constitutes your manifestation of assent to the terms of this Agreement. If You do not wish to be bound by the terms of this Agreement, You must not sign up into Liqvid System software or use the Software.

WHEREAS, LIQVID provides , the user of the Liqvid System software ("Software") in a form of an online application enabling users of the Software to connect to applicable screens and to display and perform their content via such screens and You desire to access and use the Software, and 

WHEREAS, the parties acknowledge that LIQVID Terms of Use for services as made available by LIQVID on LIQVID website as accessible at https://liqvid.io/legal/terms_and_conditions and/or www.live.liqvid.io ("LIQVID Website") apply to and govern the access and use of the Software in addition to this Agreement ("LIQVID Terms of Use"), 

NOW, THEREFORE, the parties agree to enter into this Agreement: 

1. Warranties. 

You warrant and agree that You have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions. You warrant that You are a human individual and that You are not a bot, script, or other computer or machine. You warrant that You are not prohibited from assenting to this Agreement by any preexisting Agreement. If You are using the Software on behalf of a third party, including but not limited to a business entity, You warrant that You are the authorized representative of that third party and have the authority to bind that third party to the terms of this Agreement. You warrant that you will adhere to all third-party terms of use, terms of service, and end user license agreements when using the Software. 

Subject to the terms of this Agreement, LIQVID grants You and your affiliates a limited, non-exclusive, non-transferrable, and revocable license to use one copy of the Software per properly licensed hardware device in executable code form, for its customary and intended purpose, including Your and/or Your affiliates' internal business purposes, and subject to the terms of this Agreement at the pricing displayed on LIQVID website https://liqvid.io/. You understand and agree that LIQVID reserves the right to terminate this Agreement and its associated license at any time, without prior notice, and within its sole and absolute discretion. Additionally, this limited license will terminate upon Your violation of any term of this Agreement or Your violation of any applicable local, state, national, or international law or regulation.

As a condition precedent to the license granted under the terms of this Agreement, You understand and agree that You are expressly prohibited from:

a. Distributing, emulating, cloning, publishing, displaying, selling, assigning, sublicensing, renting, leasing, loaning, modifying, creating derivative works of, translating, or adapting the Software; b. Decompiling, reverse engineering, disassembling, or hacking the Software;
c. Circumventing the Software's technology protection measures;
d. Infringing upon the intellectual property or other proprietary rights of LIQVID;
e. Exporting the Software in violation of the export controls and regulations of the laws applicable to your location or jurisdiction;
f. Using the Software to violate any applicable law, statute, regulation, ordinance, or treaty, whether national or international;
g. Using the Software to violate the rights of third parties, including, but not limited to, personal or proprietary rights;
h. Removing or altering any proprietary notices contained within the Software, including, but not limited to, copyright and trademark notices;
i. Imposing a disproportionate load on the Software or its server infrastructure or otherwise attempting to interfere with the operation of the Software;
j. Submitting or utilizing any virus, worms, Trojan horses, or other code that might disrupt, disable, harm, erase memory, or otherwise impede the operation, features, or functionality of the Software;
k. Attempting to gain access to the private data, network, personal information, or personally identifiable information of a user of the Software or of a third party;\
l. Posting or transmitting content intended to collect personal or personally identifiable information from users of the Software or third parties;

You understand and agree that You are prohibited from using the Software in any way inconsistent with or in violation of this Agreement or any local, state, national, or international laws or regulations. 

LIQVID may provide You with the ability to register a user account, which will provide access to the Software. Your User Account is protected by a username and password. You recognize that You are solely responsible for maintaining the security and confidentiality of Your username and password and that You are responsible for any unauthorized access to Your User Account. In the event Your User Account is accessed without Your authorization, You agree to notify LIQVID immediately. LIQVID reserves the right to restrict access to, suspend, disable, or delete Your User Account at any time, in its sole discretion, and without prior warning. 

4 User-Generated Content. 

4.1 LIQVID may provide you with the ability to upload, contribute, or transmit user-generated content to or through the Software, including, but not limited to, text, photographs, images, videos, and audio files (collectively "User-Generated Content"). You warrant that your User-Generated Content will not (i) violate any law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, (ii) violate any term or condition of this Agreement, or (iii) violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights.

4.2. You own, retain and remain the exclusive holder of all rights, title, and interest in and arising from Your User-Generated Content, including but not limited to any and all materials, content, data and files You submit, upload, share or transmit through the Software. You grant LIQVID a limited, worldwide, revocable, and non-exclusive license, for the duration of the Term, to use, modify, perform, display, reproduce, and distribute such User-Generated Content as necessary to provide you with access and use of the Software in accordance with this Agreement.

4.3. LIQVID will not, during or subsequent to the Term of this Agreement, use or disclose any non-public information that relates to Your actual or anticipated business or development, technical data, processes, trade secrets or know-how, including, but not limited to, product plans, information regarding Your products or services and markets therefor, customer lists and customers, finance, marketing or other business information (including, but not limited to, all information with which the LIQVID became acquainted during the term of or in relation to the Agreement) ("Confidential Information"), for any purpose whatsoever (for LIQVID's own benefit or the benefit of a third party) other than the performance of services on Your behalf pursuant to this Agreement (i.e., ensuring access and use of the Software) or by decision of courts or other authorized state or other bodies in cases where disclosure of this information is a requirement of applicable laws. LIQVID agrees that all Confidential Information will remain Your sole property. LIQVID also agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information.

5 Proprietary Rights. 

You understand and agree that the Software contains the valuable trade secrets and intellectual property of LIQVID. Under the terms of this Agreement, You do not acquire any ownership rights to the Software or the data or content contained therein. You acquire only a limited license to use the Software subject to the terms of this Agreement. All other rights are reserved by LIQVID. 

6 Trademarks. You are expressly prohibited from using the trademarks of LIQVID to cause confusion in, to cause mistake in, or to deceive consumers, or from falsely designating the origin of, the source of, or the sponsorship of Your goods or services. You are further prohibited from using the trademarks LIQVID in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. All other trademarks, trade names, design marks, or logos are the property of their respective owners. 

You understand and agree that LIQVID provides the Software as a service and will not be held liable for and takes no responsibility for any interactions by and between users of the Software. LIQVID cannot be held liable for any commercial or personal torts in its role as a publisher of information provided by third parties. Though LIQVID may edit, remove, or control the content submitted to and displayed through the Software by third parties, it will not be held liable for that content. The Software may contain links to third-party websites. The inclusion of such links does not imply approval or endorsement of the linked site by LIQVID. 

8 Payment. 

When You register and use a User Account to access the Software, LIQVID may provide You with the ability to make payments to LIQVID for services, including, but not limited to, for the licensing of the Software. All fees paid to LIQVID will be payable in the amounts and upon the payment schedule listed in the Software or on the LIQVID website. All payments made to LIQVID are non-refundable. You represent and warrant that You will timely pay all fees and charges, including, but not limited to, in those instances in which You agree that LIQVID may charge Your payment method on a recurring basis. LIQVID reserves the right to terminate Your User Account and access to the Software for Your failure to timely pay. All fees will be quoted and payable in United States Dollars. You agree that You will not initiate any chargebacks against LIQVID unless approved by LIQVID in writing. You understand and agree that You will be held responsible for any costs or fees associated with any unauthorized chargebacks. Any disputes as to payment must be brought to LIQVID's attention in writing within thirty (30) days or will otherwise be barred. 

9 Taxes. 

You agree that You will pay all taxes assessed by governmental bodies, whether local, state, provincial, national, or international, associated with Your use of the Software. LIQVID will report as income all payments received from You to LIQVID to all proper taxing authorities. 

10.1.LIQVID has adopted the following privacy practices as currently made available at www.liqvid.io/legal/privacy_policy ("Privacy Policy") to inform you of its collection and use of your personal or personally identifiable information. LIQVID values your privacy and has adopted this Privacy Policy in an effort to remain transparent with respect to its collection and use of this information. 

10.2.LIQVID reserves the right to suspend, replace, modify, amend, or terminate this Privacy Policy at any time and within its sole and absolute discretion. Your continued use of the Software after a change in this Privacy Policy will constitute your manifestation of assent to and agreement with any replacement, modification, or amendment herein. 

10.3.When using the Software, You have the duty to immediately update LIQVID when Your personal information changes. You may update Your personal information by accessing Your User Account. Additionally, You have a duty to protect the security of Your User Account. Additionally, You have the duty to protect the security of Your User Account, including protecting against unauthorized access to your User Account and protecting your username and password. You are advised not to share Your username or password with third parties. 

10.4.Your User Account information and/or User-Generated Content may consist of personal data which may be processed by LIQVID on Your behalf to provide you with the use of the Software. To the extent LIQVID processes personal data on Your behalf, the Data Processing Agreement agreed and executed between You and LIQVID and available at: https://liqvid.io/legal/dpa. 

11 Term and Termination. 

The term of this Agreement will begin upon Your first accessing of the Software and will continue until the earlier of the following: (i) LIQVID terminates Your access to the Software; or (ii) You cease using the Software and terminate Your User Account. LIQVID reserves the right to terminate the Software or Your access to the Software in its sole and absolute discretion and without prior notice.

12 Indemnification. 

You agree to indemnify, defend, and hold harmless LIQVID, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives, from any and all losses, including, but not limited to, costs and attorneys' fees, arising out of or related to (i) Your use of the Software, (ii) Your violation of any term or condition of this Agreement; (iii) Your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (iv) violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend LIQVID will not provide You with the ability to control LIQVID's defense, and LIQVID reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification. 

Any Dispute not resolved within the time period referred to in clause 8, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (LCIA) as at the date of this Agreement (the LCIA Rules). 

YOU UNDERSTAND AND AGREE THAT CLASS OR COLLECTIVE ARBITRATION IS PROHIBITED UNDER THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT NO CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR REQUESTS FOR RELIEF MAY BE ASSERTED IN ANY ARBITRATION PROCEEDING HELD UNDER THIS AGREEMENT. ANY QUESTION CONCERNING THE INTERPRETATION OF OR ENFORCEABILITY OF THIS CLASS ACTION WAIVER WILL BE DECIDED BY A COURT AND NOT THE ARBITRATOR. 

14 Force Majeure. 

LIQVID will not be responsible for any delay or failure in performance of the Software arising out of any cause beyond LIQVID's control, such as acts of God, war, riots, fire, terrorist attacks, power outages, severe weather, or other accidents. 

15 Survivability. 

The representations, warranties, duties, and covenants made by You under this Agreement will survive the termination of this Agreement, Your User Account, or the Software, including, but not limited to, Your duty to indemnify and defend LIQVID. 

16 Assignment. 

You are expressly prohibited from assigning Your rights and duties under this Agreement. LIQVID reserves the right to assign its rights and duties under this Agreement, including in a sale of LIQVID or the Software. 

17 Waiver and Integration. 

No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement, together with LIQVID Terms of Use available at: https://liqvid.io/legal/terms_and_conditions is the entire agreement between the parties with respect to Your access to and use of Software and shall fully substitute, supersede and prevail over any and all previous terms. 

LIQVID PTE. LTD

Registered Office Address:
68 CIRCULAR ROAD
#02-01
SINGAPORE (049422)
https://liqvid.io/ 

Please contact us on any enquiries on: go@liqvid.io