These Terms of Use ("Terms") constitute a legally binding agreement between you ("User", "you") and Capflow Group Inc., a corporation organised under the laws of the State of Delaware with its principal office at 228 Park Avenue South, PMB 725884, New York, NY 10003, United States, operator of the Liqvid platform ("Liqvid", "we", "us"), governing your access to and use of https://liqvid.xyz and https://app.liqvid.xyz (together, the "Platform").
1. Acceptance of Terms
By accessing or using the Platform, you:

• Acknowledge and accept these Terms and the disclaimers set out in them;
• Confirm that you are legally authorised to access the Platform in your jurisdiction;
• Understand that no fiduciary, agency, or advisory relationship is formed between you and Liqvid;
• Agree not to use the Platform or its content for any unlawful, misleading, or unauthorised purpose.

2. Platform Functionality
The Platform is an information and access-management interface. Through the Platform, approved users may:

• Review information about offerings ("Deals");
• Express non-binding interest in a Deal;
• Generate a non-custodial wallet through a third-party provider;
• View the on-chain representation of positions they hold.

Liqvid does not itself issue securities, hold user assets, execute transactions, or act as counterparty to any offering. Each offering is made by a separate special purpose vehicle (an "Issuer"). Investor onboarding, KYC/KYB and AML screening, subscription, settlement, custody of underlying assets, and all contractual rights are handled at the level of the Issuer and its administrator, trustee, or other regulated control function, and not by the Platform.
3. Nature and Limitations of Tokens
A token issued in connection with a Deal is an on-chain record of a position held by an onboarded investor in the relevant Issuer. The token does not create or replace contractual rights: all rights and obligations arise exclusively from the subscription and constitutive documents executed with the Issuer.
Tokens are permissioned and non-transferable by default. A transfer, pledge, or other disposition of a token has no legal effect unless the receiving party has completed onboarding with the relevant Issuer and executed the required documentation. Tokens are not traded on public markets and do not carry a market price.
Interests in the Issuers are securities offered in reliance on available exemptions from registration. They are not registered under the U.S. Securities Act of 1933 or under the securities laws of any other jurisdiction.
On-Chain Visibility and Misuse
Tokens may be visible on public blockchains, including Stellar, Base, and Arbitrum. Such visibility:

• Does not imply value, solvency, or ownership;
• Must not be used in any context to imply financial holdings or capital;
• Must not be cited in solicitations, fundraising, partnership requests, credit applications, or disclosures.

Any such misuse is a material breach of these Terms and may result in immediate suspension of access, legal action, and referral to the relevant authorities.
4. No Offer, Advice, or Reliance
Nothing on the Platform:

• Constitutes an offer to sell or a solicitation of an offer to buy any security;
• Constitutes investment, financial, tax, legal, or accounting advice;
• Forms a basis for reliance by you or any third party.

You agree not to treat any Platform content as authoritative or actionable, and to indemnify Liqvid against any claim arising from your reliance on Platform content.
5. Access and Eligibility
Access to the Platform is restricted and subject to approval. We may suspend or revoke access at any time and at our sole discretion.
Users may not:

• Access or use the Platform in any jurisdiction where such use would be unlawful;
• Circumvent geoblocking, access controls, or eligibility requirements;
• Provide false or misleading information in order to obtain access.

You are solely responsible for ensuring that your use of the Platform complies with the law applicable to you.
6. Wallets and Non-Custodial Operation
The Platform is non-custodial. Liqvid does not hold user assets and does not store, secure, or manage private keys at any time. Wallets are generated through third-party service providers, subject to those providers' own terms.
Tokens associated with a wallet:

• Are not assets or holdings in themselves;
• Do not reflect account balances or valuations;
• Must not be cited in any financial, legal, or reputational context.

7. Intellectual Property
All intellectual property on the Platform is owned by or licensed to Liqvid. You may not:

• Reproduce, copy, or reverse-engineer Platform content;
• Use our branding without express written permission;
• Misrepresent any association with Liqvid.

8. Platform Availability and Disclaimer
The Platform is provided "as is" and "as available." No guarantee is made regarding uptime, data availability, wallet functionality, or the accuracy or timeliness of content. To the fullest extent permitted by law, Liqvid disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and accuracy.
9. Limitation of Liability
To the fullest extent permitted by applicable law, Liqvid shall not be liable for any indirect, incidental, special, or consequential damages, for misuse of or reliance on tokens, or for data display errors or third-party content.
Liqvid's maximum aggregate liability arising out of or in connection with these Terms shall not exceed the greater of (i) the amounts paid by you to Liqvid in the twelve months preceding the event giving rise to the claim, or (ii) USD 1,000.
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.
10. Indemnification
You agree to defend, indemnify, and hold harmless Liqvid and its affiliates from any claims, liabilities, damages, or costs arising out of your use or misuse of the Platform, any violation of these Terms or of applicable law, or any misrepresentation or sharing of tokens.
11. Enforcement and Termination
Liqvid may suspend or terminate access at its sole discretion, and may pursue legal remedies for breach or fraud. Any technical action affecting a token is taken in accordance with the constitutive documents of the relevant Issuer and does not alter the contractual rights arising under those documents.
12. Regulatory Status
Capflow Group Inc. is an Exempt Reporting Adviser and files Form ADV through the IARD system with the securities authorities of the State of New York and the State of Delaware, under CRD number 337653. It is not registered with the U.S. Securities and Exchange Commission as an investment adviser, and it is not a broker-dealer, bank, financial institution, securities exchange, or alternative trading system. The Platform does not provide investment advice.
Offerings accessed through the Platform are private placements made by the relevant Issuer. Offers are made outside the United States to non-U.S. persons in reliance on Regulation S under the U.S. Securities Act of 1933. The Issuers rely on the exclusion from the definition of an investment company under section 3(c)(1) of the U.S. Investment Company Act of 1940. In the European Economic Area, offers are made only to professional clients and eligible counterparties, in reliance on applicable private placement and prospectus exemptions.
Where a U.S. investor participates in an offering, that offering is made by the relevant Issuer in reliance on Rule 506 of Regulation D under the U.S. Securities Act of 1933, subject to verification of accredited investor status and the filing of a Form D.
Nothing on the Platform constitutes an offer or solicitation in any jurisdiction where such an offer or solicitation would be unlawful, or where it would require registration or licensing of Liqvid or of any Issuer.
13. Availability and Eligibility of Offerings
The Platform is available only to institutional investors and to qualified or professional investors, as defined under the law applicable to each offering. It is not available to retail investors or to the general public.
The Platform is not available to persons located in, or ordinarily resident in, any jurisdiction subject to comprehensive sanctions administered by the U.S. Office of Foreign Assets Control, the European Union, or the United Kingdom, or in any jurisdiction where access would require registration or licensing of the operator.
No offering is made to U.S. persons through the Platform. Participation by U.S. investors is possible only through a separate process conducted by the relevant Issuer, subject to the conditions of the applicable exemption.
Minimum participation amounts are set at the level of each offering and are communicated to eligible investors during onboarding.
14. Governing Law and Jurisdiction
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. You agree to submit to the exclusive jurisdiction of the courts of the State of Delaware for any dispute arising under or relating to these Terms. Users outside the United States must ensure that their use does not violate local law.
15. Authenticity Notice
Liqvid operates only via https://liqvid.xyz and https://app.liqvid.xyz. Any impersonation or clone of the Platform is unauthorised and potentially fraudulent. We accept no liability for actions taken outside these domains.
16. Amendments
We may update these Terms from time to time. Updates will be posted with a new effective date and version number. Continued use of the Platform after such updates constitutes acceptance of the revised Terms.
17. Contact
Capflow Group Inc.
228 Park Avenue South, PMB 725884, New York, NY 10003, United States
Compliance and legal matters: contact@liqvid.xyz