Merchant Terms

1. About these terms

These Merchant Terms are an agreement between Liquid LLC, 8 The Green STE B, Dover, DE 19901, United States ("Liquid", "we", "us" or "our") and the business that sells through Liquid ("you" or the "merchant"). They cover your use of the Liquid merchant portal and of Liquid to sell to customers. An owner of your business accepts these terms in the merchant portal on the business's behalf, and confirms that they are authorized to do so. We record which version was accepted, by whom and when.

2. Joining Liquid

1. You apply on liquidwallet.co/merchants.
2. Liquid reviews your application and e-mails you with the outcome.
3. The owner accepts an e-mail invitation and sets up two-step verification.
4. The owner connects your business to Stripe for payouts (section 9).
5. You add your menu, opening hours and discounts in the portal.
6. Liquid activates your location, and customers can see it and order.

You must be a business operating in the United States and give us accurate information about it. We may decline an application or delay an activation, for example while we verify your details.

3. Your team and account security

Your business has members with one of three roles:

• Owners manage everything, including payouts, Stripe, the business profile and the team;
• Managers manage menus, discounts, hours, location settings, payment requests and refunds;
• Staff run the orders board, pause ordering, mark items sold out and show your Liquid codes.

Members can be limited to specific locations. Only Liquid support can add, promote or remove owners. Owners and managers must use two-step verification with an authenticator app. You are responsible for the people you invite, for keeping sign-in details secure, and for what your members do in the portal. Tell us immediately at team@liquidwallet.co if you think an account has been used without permission.

4. Your listings

You are responsible for your menu, prices, photos, descriptions, opening hours and closures, and for keeping them accurate. You are the seller of what you sell through Liquid and are responsible for its preparation, quality and safety, and for complying with the laws that apply to your business.

In this version of Liquid, you may not sell alcohol, tobacco or cannabis products through Liquid.

Counsel review: this product restriction is pending the owner's content-policy decision.

5. Discounts

You can offer three kinds of discount at each location:

• Base-tier rates: up to eight standing rates, one for each band of $50, keyed by the original amount of the customer's oldest deposit that still has money in it (for example $100–$149.99);
• Off-peak discounts: weekly windows in your location's local time;
• Flash sales: one-off discounts that run from 15 minutes up to 24 hours.

Discounts are whole percentages of up to 50% (off-peak discounts and flash sales start at 1%). A location can run at most 3 flash sales per local day, flash sales can't overlap, and active off-peak windows can't overlap. At checkout, Liquid applies the single highest discount available to the customer; discounts don't stack. Deal labels must be truthful and must not contain links or urgency claims.

You can change or end your discounts at any time. A customer who has already confirmed an order keeps the price they confirmed.

6. Orders and order limits

Customers order and pay in the Liquid app from their prepaid Liquid wallet. Each order gets a 4-character pickup code. You update the order's status on the orders board (preparing, ready, picked up); customers can't change it. An order that is still waiting to be collected more than 24 hours after it was marked ready is shown as "unclaimed".

Each location can limit the size of an order, measured before discounts, within the limits Liquid sets. Customers can order only while your location is active, taking orders and open. You can pause new orders at any time from the portal. Liquid doesn't connect to point-of-sale systems.

7. Liquid codes

• Location code: a static code for your counter or tables that opens your location's menu in the Liquid app.
• One-time payment codes: codes your managers create for a specific order. A payment code expires after a set time (15 minutes by default) and can be used only once.

Liquid codes never contain prices: customers see the total that Liquid calculates from your menu and the payment request, and pay that total.

8. Liquid's fee

Liquid's fee is 8% of the discounted subtotal on orders where your flash sale or off-peak discount applies. On orders where a base-tier discount applies, or no discount at all, Liquid's fee is 0%. Liquid's fee is never charged on sales tax or tips, which are passed to you in full. Your rates are shown in your portal. Liquid may change the fee for a location with notice to you before the change takes effect.

For example, a $19.99 order with your 15% flash sale: the customer saves $3.00 and pays $20.56 including 6% tax ($1.02) and a 15% tip ($2.55). Liquid's fee is 8% of $16.99, which is $1.36. You receive $19.20. The same order with a 10% base-tier discount: the customer pays $21.77 including tax ($1.08) and tip ($2.70); Liquid's fee is $0; you receive $21.77.

Counsel review: the notice period for fee changes and whether Liquid charges any other fee (none is charged today).

9. Payouts

Payouts are made through Stripe Connect Express. Your owner creates and manages your Stripe account from the portal, and Stripe's Connected Account Agreement applies to it. Liquid pays the Stripe Connect fees.

• Liquid pays out once a day, with one Stripe transfer per business, for orders that are at least 7 days old, not refunded, and not yet paid out.
• Each payout shows its orders, discounts, Liquid's fees, sales tax, tips and refunds.
• Money reaches your bank account on your Stripe payout schedule.
• If your Stripe account isn't ready, your payouts accumulate until it is.
• If an amount is owed to Liquid (for example a refund of an order that was already paid out), it is deducted from later payouts, or recovered by reversing the transfer.
• Liquid may pause your payouts while it investigates a problem, for example a reversed transfer, and tells you when it does.

10. Refunds

Managers and owners can refund an order in full to the customer's Liquid wallet until the order is included in a payout. After that, and for partial refunds, Liquid support handles the refund, and the amount is recovered from you as section 9 describes. Refunds go to the customer's Liquid wallet, not to a card.

11. Customer card disputes

Customers pay into their Liquid wallet, not to you. Card disputes about customers' deposits are between the customer and Liquid; a dispute on a customer's deposit doesn't reduce your payouts. Liquid bears any loss from such a dispute.

Counsel review: the merchant-facing dispute wording.

12. Sales tax

Liquid sets the sales tax rate for each location, and the tax is added to each order and passed to you in full with your payout.

Counsel review: allocation of responsibility for collecting and remitting sales tax (including marketplace-facilitator rules), and how tax rates are agreed.

13. Customer information

For each order, you see the customer's first name and last initial, the order, any special instructions and the pickup code. You never see customers' wallet balances, e-mail addresses or payment details. You may use customer information only to prepare and hand over orders and to handle problems with them, and you must keep it confidential and secure.

14. What Liquid manages

Some settings can be changed only by Liquid support, for example your business's legal name and address, each location's address, tax rate and Liquid's fee. Liquid may also suspend a location or a business, for example because of unpaid amounts, suspected fraud, a breach of these terms or a legal requirement. While a business is suspended, you can see your data in the portal but can't make changes.

15. Ending the relationship

You can stop selling through Liquid at any time by contacting support. We may end these terms with notice, or immediately for a serious breach. Amounts already owed to either side remain due, and we pay out eligible orders as section 9 describes.

16. Liability and general terms

Counsel review: warranties, indemnities, limitation of liability, governing law and venue, dispute resolution, and assignment. v1 applied Maryland law.

17. Changes to these terms

Each version of these terms has a version number and an effective date, and every version stays available at its own address on liquidwallet.co. For a major change, an owner must accept the new version in the portal before they can use the owner pages or Stripe onboarding again. Minor changes fix mistakes or clarify wording without changing your rights.

18. Contact

Liquid LLC, 8 The Green STE B, Dover, DE 19901, United States

Merchant support: team@liquidwallet.co (please write from the e-mail address on your Liquid account).